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)

1585 Broadway, New York, New York 10036

(Address of Principal Executive Offices)

John H. Gernon

1585 Broadway, New York, New York 10036

(Name and Address of Agent for Services)

(212) 762-1886

(Registrant’s Telephone Number)

December 31

Date of Fiscal Year End

June 30, 2024

Date of Reporting Period

Item 1. Reports to Stockholders

(a)

 

TABLE OF CONTENTS

 

Morgan Stanley Institutional Fund, Inc. - Advantage Portfolio A - MAPPX
Morgan Stanley Institutional Fund, Inc. - Advantage Portfolio C - MSPRX
Morgan Stanley Institutional Fund, Inc. - Advantage Portfolio I - MPAIX
Morgan Stanley Institutional Fund, Inc. - Advantage Portfolio L - MAPLX
Morgan Stanley Institutional Fund, Inc. - Advantage Portfolio R6 - MADSX
Morgan Stanley Institutional Fund, Inc. - American Resilience Portfolio A - MSCUX
Morgan Stanley Institutional Fund, Inc. - American Resilience Portfolio C - MSBWX
Morgan Stanley Institutional Fund, Inc. - American Resilience Portfolio I - MSBVX
Morgan Stanley Institutional Fund, Inc. - American Resilience Portfolio R6 - MSBQX
Morgan Stanley Institutional Fund, Inc. - Asia Opportunity Portfolio A - MSAUX
Morgan Stanley Institutional Fund, Inc. - Asia Opportunity Portfolio C - MSAWX
Morgan Stanley Institutional Fund, Inc. - Asia Opportunity Portfolio I - MSAQX
Morgan Stanley Institutional Fund, Inc. - Asia Opportunity Portfolio R6 - MSAYX
Morgan Stanley Institutional Fund, Inc - Counterpoint Global Portfolio A - GLCAX
Morgan Stanley Institutional Fund, Inc - Counterpoint Global Portfolio C - GLCDX
Morgan Stanley Institutional Fund, Inc - Counterpoint Global Portfolio I - GLCIX
Morgan Stanley Institutional Fund, Inc - Counterpoint Global Portfolio R6 - GLCSX
Morgan Stanley Institutional Fund, Inc. - Developing Opportunity Portfolio A - MDOAX
Morgan Stanley Institutional Fund, Inc. - Developing Opportunity Portfolio C - MDOBX
Morgan Stanley Institutional Fund, Inc. - Developing Opportunity Portfolio I - MDOEX
Morgan Stanley Institutional Fund, Inc. - Developing Opportunity Portfolio R6 - MDODX
Morgan Stanley Institutional Fund, Inc. - Emerging Markets ex China Portfolio A - MSDQX
Morgan Stanley Institutional Fund, Inc. - Emerging Markets ex China Portfolio C - MSDOX
Morgan Stanley Institutional Fund, Inc. - Emerging Markets ex China Portfolio I - MSDUX
Morgan Stanley Institutional Fund, Inc. - Emerging Markets ex China Portfolio R6 - MSDMX
Morgan Stanley Institutional Fund, Inc. - Emerging Markets Leaders Portfolio A - MELAX
Morgan Stanley Institutional Fund, Inc. - Emerging Markets Leaders Portfolio C - MEMLX
Morgan Stanley Institutional Fund, Inc. - Emerging Markets Leaders Portfolio I - MELIX
Morgan Stanley Institutional Fund, Inc. - Emerging Markets Leaders Portfolio IR - MSIWX
Morgan Stanley Institutional Fund, Inc. - Emerging Markets Leaders Portfolio R6 - MELSX
Morgan Stanley Institutional Fund, Inc. - Emerging Markets Portfolio A - MMKBX
Morgan Stanley Institutional Fund, Inc. - Emerging Markets Portfolio C - MSEPX
Morgan Stanley Institutional Fund, Inc. - Emerging Markets Portfolio I - MGEMX
Morgan Stanley Institutional Fund, Inc. - Emerging Markets Portfolio IR - MRGEX
Morgan Stanley Institutional Fund, Inc. - Emerging Markets Portfolio L - MSELX
Morgan Stanley Institutional Fund, Inc. - Emerging Markets Portfolio R6 - MMMPX
Morgan Stanley Institutional Fund, Inc - Global Concentrated Portfolio A - MLNAX
Morgan Stanley Institutional Fund, Inc - Global Concentrated Portfolio C - MLNCX
Morgan Stanley Institutional Fund, Inc - Global Concentrated Portfolio I - MLNIX
Morgan Stanley Institutional Fund, Inc - Global Concentrated Portfolio R6 - MLNSX
Morgan Stanley Institutional Fund, Inc. - Global Core Portfolio A - MLMAX
Morgan Stanley Institutional Fund, Inc. - Global Core Portfolio C - MLMCX
Morgan Stanley Institutional Fund, Inc. - Global Core Portfolio I - MLMIX
Morgan Stanley Institutional Fund, Inc. - Global Core Portfolio R6 - MLMSX
Morgan Stanley Institutional Fund, Inc - Global Endurance Portfolio A - MSJAX
Morgan Stanley Institutional Fund, Inc - Global Endurance Portfolio C - MSJCX
Morgan Stanley Institutional Fund, Inc - Global Endurance Portfolio I - MSJIX
Morgan Stanley Institutional Fund, Inc - Global Endurance Portfolio R6 - MSJSX
Morgan Stanley Institutional Fund, Inc. - Global Focus Real Estate Portfolio A - MSBEX
Morgan Stanley Institutional Fund, Inc. - Global Focus Real Estate Portfolio C - MSBKX
Morgan Stanley Institutional Fund, Inc. - Global Focus Real Estate Portfolio I - MSBDX
Morgan Stanley Institutional Fund, Inc. - Global Focus Real Estate Portfolio R6 - MSBPX
Morgan Stanley Institutional Fund, Inc. - Global Franchise Portfolio A - MSFBX
Morgan Stanley Institutional Fund, Inc. - Global Franchise Portfolio C - MSGFX
Morgan Stanley Institutional Fund, Inc. - Global Franchise Portfolio I - MSFAX
Morgan Stanley Institutional Fund, Inc. - Global Franchise Portfolio L - MSFLX
Morgan Stanley Institutional Fund, Inc. - Global Franchise Portfolio R6 - MGISX
Morgan Stanley Institutional Fund, Inc. - Global Infrastructure Portfolio A - MTIPX
Morgan Stanley Institutional Fund, Inc. - Global Infrastructure Portfolio C - MSGTX
Morgan Stanley Institutional Fund, Inc. - Global Infrastructure Portfolio I - MTIIX
Morgan Stanley Institutional Fund, Inc. - Global Infrastructure Portfolio IR - MRGOX
Morgan Stanley Institutional Fund, Inc. - Global Infrastructure Portfolio L - MTILX
Morgan Stanley Institutional Fund, Inc. - Global Infrastructure Portfolio R6 - MSGPX
Morgan Stanley Institutional Fund, Inc. - Global Insight Portfolio A - MIGPX
Morgan Stanley Institutional Fund, Inc. - Global Insight Portfolio C - MSPTX
Morgan Stanley Institutional Fund, Inc. - Global Insight Portfolio I - MIGIX
Morgan Stanley Institutional Fund, Inc. - Global Insight Portfolio L - MIGLX
Morgan Stanley Institutional Fund, Inc. - Global Insight Portfolio R6 - MGZZX
Morgan Stanley Institutional Fund, Inc. - Global Opportunity Portfolio A - MGGPX
Morgan Stanley Institutional Fund, Inc. - Global Opportunity Portfolio C - MSOPX
Morgan Stanley Institutional Fund, Inc. - Global Opportunity Portfolio I - MGGIX
Morgan Stanley Institutional Fund, Inc. - Global Opportunity Portfolio IR - MGORX
Morgan Stanley Institutional Fund, Inc. - Global Opportunity Portfolio L - MGGLX
Morgan Stanley Institutional Fund, Inc. - Global Opportunity Portfolio R6 - MGTSX
Morgan Stanley Institutional Fund, Inc - Global Permanence Portfolio A - MGKAX
Morgan Stanley Institutional Fund, Inc - Global Permanence Portfolio C - MGKCX
Morgan Stanley Institutional Fund, Inc - Global Permanence Portfolio I - MGKIX
Morgan Stanley Institutional Fund, Inc - Global Permanence Portfolio R6 - MGKQX
Morgan Stanley Institutional Fund, Inc. - Global Real Estate Portfolio A - MRLBX
Morgan Stanley Institutional Fund, Inc. - Global Real Estate Portfolio C - MSRDX
Morgan Stanley Institutional Fund, Inc. - Global Real Estate Portfolio I - MRLAX
Morgan Stanley Institutional Fund, Inc. - Global Real Estate Portfolio IR - MRLEX
Morgan Stanley Institutional Fund, Inc. - Global Real Estate Portfolio L - MGRLX
Morgan Stanley Institutional Fund, Inc. - Global Real Estate Portfolio R6 - MGREX
Morgan Stanley Institutional Fund, Inc. - Global Stars Portfolio A - MGQAX
Morgan Stanley Institutional Fund, Inc. - Global Stars Portfolio C - MSGQX
Morgan Stanley Institutional Fund, Inc. - Global Stars Portfolio I - MGQIX
Morgan Stanley Institutional Fund, Inc. - Global Stars Portfolio L - MGQLX
Morgan Stanley Institutional Fund, Inc. - Global Stars Portfolio R6 - MGQSX
Morgan Stanley Institutional Fund, Inc. - Growth Portfolio A - MSEGX
Morgan Stanley Institutional Fund, Inc. - Growth Portfolio C - MSGUX
Morgan Stanley Institutional Fund, Inc. - Growth Portfolio I - MSEQX
Morgan Stanley Institutional Fund, Inc. - Growth Portfolio IR - MGHRX
Morgan Stanley Institutional Fund, Inc. - Growth Portfolio L - MSHLX
Morgan Stanley Institutional Fund, Inc. - Growth Portfolio R6 - MGRPX
Morgan Stanley Institutional Fund, Inc. - Inception Portfolio A - MSSMX
Morgan Stanley Institutional Fund, Inc. - Inception Portfolio C - MSCOX
Morgan Stanley Institutional Fund, Inc. - Inception Portfolio I - MSSGX
Morgan Stanley Institutional Fund, Inc. - Inception Portfolio L - MSSLX
Morgan Stanley Institutional Fund, Inc. - Inception Portfolio R6 - MFLLX
Morgan Stanley Institutional Fund, Inc. - International Advantage Portfolio A - MFAPX
Morgan Stanley Institutional Fund, Inc. - International Advantage Portfolio C - MSIAX
Morgan Stanley Institutional Fund, Inc. - International Advantage Portfolio I - MFAIX
Morgan Stanley Institutional Fund, Inc. - International Advantage Portfolio L - MSALX
Morgan Stanley Institutional Fund, Inc. - International Advantage Portfolio R6 - IDVSX
Morgan Stanley Institutional Fund, Inc. - International Equity Portfolio A - MIQBX
Morgan Stanley Institutional Fund, Inc. - International Equity Portfolio C - MSECX
Morgan Stanley Institutional Fund, Inc. - International Equity Portfolio I - MSIQX
Morgan Stanley Institutional Fund, Inc. - International Equity Portfolio L - MSQLX
Morgan Stanley Institutional Fund, Inc. - International Equity Portfolio R6 - MIQPX
Morgan Stanley Institutional Fund, Inc. - International Opportunity Portfolio A - MIOPX
Morgan Stanley Institutional Fund, Inc. - International Opportunity Portfolio C - MSOCX
Morgan Stanley Institutional Fund, Inc. - International Opportunity Portfolio I - MIOIX
Morgan Stanley Institutional Fund, Inc. - International Opportunity Portfolio IR - MRNPX
Morgan Stanley Institutional Fund, Inc. - International Opportunity Portfolio L - MIOLX
Morgan Stanley Institutional Fund, Inc. - International Opportunity Portfolio R6 - MNOPX
Morgan Stanley Institutional Fund, Inc - International Resilience Portfolio A - MSDFX
Morgan Stanley Institutional Fund, Inc - International Resilience Portfolio C - MSDEX
Morgan Stanley Institutional Fund, Inc - International Resilience Portfolio I - MSDKX
Morgan Stanley Institutional Fund, Inc - International Resilience Portfolio R6 - MSCZX
Morgan Stanley Institutional Fund, Inc. - Multi-Asset Real Return Portfolio A - MRJAX
Morgan Stanley Institutional Fund, Inc. - Multi-Asset Real Return Portfolio C - MRJCX
Morgan Stanley Institutional Fund, Inc. - Multi-Asset Real Return Portfolio I - MRJIX
Morgan Stanley Institutional Fund, Inc. - Multi-Asset Real Return Portfolio R6 - MRJSX
Morgan Stanley Institutional Fund, Inc. - Next Gen Emerging Markets Portfolio A - MFMPX
Morgan Stanley Institutional Fund, Inc. - Next Gen Emerging Markets Portfolio C - MSFEX
Morgan Stanley Institutional Fund, Inc. - Next Gen Emerging Markets Portfolio I - MFMIX
Morgan Stanley Institutional Fund, Inc. - Next Gen Emerging Markets Portfolio L - MFMLX
Morgan Stanley Institutional Fund, Inc. - Next Gen Emerging Markets Portfolio R6 - MSRFX
Morgan Stanley Institutional Fund, Inc. - Passport Overseas Equity Portfolio A - MSIBX
Morgan Stanley Institutional Fund, Inc. - Passport Overseas Equity Portfolio C - MSAAX
Morgan Stanley Institutional Fund, Inc. - Passport Overseas Equity Portfolio I - MSACX
Morgan Stanley Institutional Fund, Inc. - Passport Overseas Equity Portfolio IR - MAIHX
Morgan Stanley Institutional Fund, Inc. - Passport Overseas Equity Portfolio L - MSLLX
Morgan Stanley Institutional Fund, Inc. - Passport Overseas Equity Portfolio R6 - MAIJX
Morgan Stanley Institutional Fund, Inc - Permanence Portfolio A - MSHNX
Morgan Stanley Institutional Fund, Inc - Permanence Portfolio C - MSHOX
Morgan Stanley Institutional Fund, Inc - Permanence Portfolio I - MSHMX
Morgan Stanley Institutional Fund, Inc - Permanence Portfolio R6 - MSHPX
Morgan Stanley Institutional Fund, Inc. - U.S. Focus Real Estate Portfolio A - MAAYX
Morgan Stanley Institutional Fund, Inc. - U.S. Focus Real Estate Portfolio C - MABBX
Morgan Stanley Institutional Fund, Inc. - U.S. Focus Real Estate Portfolio I - MAAWX
Morgan Stanley Institutional Fund, Inc. - U.S. Focus Real Estate Portfolio R6 - MABCX
Morgan Stanley Institutional Fund, Inc. - U.S. Real Estate Portfolio A - MUSDX
Morgan Stanley Institutional Fund, Inc. - U.S. Real Estate Portfolio C - MSURX
Morgan Stanley Institutional Fund, Inc. - U.S. Real Estate Portfolio I - MSUSX
Morgan Stanley Institutional Fund, Inc. - U.S. Real Estate Portfolio IR - MRETX
Morgan Stanley Institutional Fund, Inc. - U.S. Real Estate Portfolio L - MSULX
Morgan Stanley Institutional Fund, Inc. - U.S. Real Estate Portfolio R6 - MURSX
Morgan Stanley Institutional Fund, Inc. - US Core Portfolio A - MUOAX
Morgan Stanley Institutional Fund, Inc. - US Core Portfolio C - MUOCX
Morgan Stanley Institutional Fund, Inc. - US Core Portfolio I - MUOIX
Morgan Stanley Institutional Fund, Inc. - US Core Portfolio R6 - MUOSX
Morgan Stanley Institutional Fund, Inc. - Vitality Portfolio A - MSVEX
Morgan Stanley Institutional Fund, Inc. - Vitality Portfolio C - MSVMX
Morgan Stanley Institutional Fund, Inc. - Vitality Portfolio I - MSVDX
Morgan Stanley Institutional Fund, Inc. - Vitality Portfolio R6 - MSVOX

 

Morgan Stanley Institutional Fund, Inc. - Advantage Portfolio 

Class A  MAPPX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Advantage Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$59	1.18%

Key Fund Statistics

Total Net Assets	$161,969,489
# of Portfolio Holdings	30
Portfolio Turnover Rate	28%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	1.3%
Investment Companies	2.5%
Real Estate	3.5%
Industrials	6.3%
Health Care	8.6%
Financials	8.7%
Communication Services	12.5%
Consumer Discretionary	27.9%
Information Technology	28.7%

Top Ten Holdings (% of total investments)

Cloudflare, Inc.	9.7%
DoorDash, Inc.	7.5%
Trade Desk, Inc.	7.0%
Shopify, Inc.	6.2%
Tesla, Inc.	6.2%
Snowflake, Inc.	5.2%
Amazon.com, Inc.	5.1%
ROBLOX Corp.	4.9%
Airbnb, Inc.	4.7%
Royalty Pharma PLC	4.7%
Total	61.2%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MAPPX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Advantage Portfolio 

Class C  MSPRX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Advantage Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$96	1.92%

Key Fund Statistics

Total Net Assets	$161,969,489
# of Portfolio Holdings	30
Portfolio Turnover Rate	28%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	1.3%
Investment Companies	2.5%
Real Estate	3.5%
Industrials	6.3%
Health Care	8.6%
Financials	8.7%
Communication Services	12.5%
Consumer Discretionary	27.9%
Information Technology	28.7%

Top Ten Holdings (% of total investments)

Cloudflare, Inc.	9.7%
DoorDash, Inc.	7.5%
Trade Desk, Inc.	7.0%
Shopify, Inc.	6.2%
Tesla, Inc.	6.2%
Snowflake, Inc.	5.2%
Amazon.com, Inc.	5.1%
ROBLOX Corp.	4.9%
Airbnb, Inc.	4.7%
Royalty Pharma PLC	4.7%
Total	61.2%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSPRX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Advantage Portfolio 

Class I  MPAIX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Advantage Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$43	0.85%

Key Fund Statistics

Total Net Assets	$161,969,489
# of Portfolio Holdings	30
Portfolio Turnover Rate	28%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	1.3%
Investment Companies	2.5%
Real Estate	3.5%
Industrials	6.3%
Health Care	8.6%
Financials	8.7%
Communication Services	12.5%
Consumer Discretionary	27.9%
Information Technology	28.7%

Top Ten Holdings (% of total investments)

Cloudflare, Inc.	9.7%
DoorDash, Inc.	7.5%
Trade Desk, Inc.	7.0%
Shopify, Inc.	6.2%
Tesla, Inc.	6.2%
Snowflake, Inc.	5.2%
Amazon.com, Inc.	5.1%
ROBLOX Corp.	4.9%
Airbnb, Inc.	4.7%
Royalty Pharma PLC	4.7%
Total	61.2%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MPAIX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Advantage Portfolio 

Class L  MAPLX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Advantage Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class L	$50	0.99%

Key Fund Statistics

Total Net Assets	$161,969,489
# of Portfolio Holdings	30
Portfolio Turnover Rate	28%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	1.3%
Investment Companies	2.5%
Real Estate	3.5%
Industrials	6.3%
Health Care	8.6%
Financials	8.7%
Communication Services	12.5%
Consumer Discretionary	27.9%
Information Technology	28.7%

Top Ten Holdings (% of total investments)

Cloudflare, Inc.	9.7%
DoorDash, Inc.	7.5%
Trade Desk, Inc.	7.0%
Shopify, Inc.	6.2%
Tesla, Inc.	6.2%
Snowflake, Inc.	5.2%
Amazon.com, Inc.	5.1%
ROBLOX Corp.	4.9%
Airbnb, Inc.	4.7%
Royalty Pharma PLC	4.7%
Total	61.2%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MAPLX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Advantage Portfolio 

Class R6  MADSX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Advantage Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$41	0.81%

Key Fund Statistics

Total Net Assets	$161,969,489
# of Portfolio Holdings	30
Portfolio Turnover Rate	28%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	1.3%
Investment Companies	2.5%
Real Estate	3.5%
Industrials	6.3%
Health Care	8.6%
Financials	8.7%
Communication Services	12.5%
Consumer Discretionary	27.9%
Information Technology	28.7%

Top Ten Holdings (% of total investments)

Cloudflare, Inc.	9.7%
DoorDash, Inc.	7.5%
Trade Desk, Inc.	7.0%
Shopify, Inc.	6.2%
Tesla, Inc.	6.2%
Snowflake, Inc.	5.2%
Amazon.com, Inc.	5.1%
ROBLOX Corp.	4.9%
Airbnb, Inc.	4.7%
Royalty Pharma PLC	4.7%
Total	61.2%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MADSX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - American Resilience Portfolio 

Class A  MSCUX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - American Resilience Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$53	1.05%

Key Fund Statistics

Total Net Assets	$1,194,575
# of Portfolio Holdings	35
Portfolio Turnover Rate	21%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.4%
Communication Services	4.7%
Consumer Staples	11.2%
Industrials	11.7%
Financials	21.1%
Health Care	24.6%
Information Technology	26.3%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Microsoft Corp.	8.2%
Visa, Inc.	5.8%
Accenture PLC	5.1%
Alphabet, Inc.	4.7%
Intercontinental Exchange, Inc.	4.6%
Texas Instruments, Inc.	4.3%
Thermo Fisher Scientific, Inc.	3.8%
UnitedHealth Group, Inc.	3.7%
Procter & Gamble Co.	3.6%
Aon PLC	3.5%
Total	47.3%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSCUX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - American Resilience Portfolio 

Class C  MSBWX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - American Resilience Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$91	1.80%

Key Fund Statistics

Total Net Assets	$1,194,575
# of Portfolio Holdings	35
Portfolio Turnover Rate	21%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.4%
Communication Services	4.7%
Consumer Staples	11.2%
Industrials	11.7%
Financials	21.1%
Health Care	24.6%
Information Technology	26.3%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Microsoft Corp.	8.2%
Visa, Inc.	5.8%
Accenture PLC	5.1%
Alphabet, Inc.	4.7%
Intercontinental Exchange, Inc.	4.6%
Texas Instruments, Inc.	4.3%
Thermo Fisher Scientific, Inc.	3.8%
UnitedHealth Group, Inc.	3.7%
Procter & Gamble Co.	3.6%
Aon PLC	3.5%
Total	47.3%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSBWX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - American Resilience Portfolio 

Class I  MSBVX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - American Resilience Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$36	0.70%

Key Fund Statistics

Total Net Assets	$1,194,575
# of Portfolio Holdings	35
Portfolio Turnover Rate	21%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.4%
Communication Services	4.7%
Consumer Staples	11.2%
Industrials	11.7%
Financials	21.1%
Health Care	24.6%
Information Technology	26.3%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Microsoft Corp.	8.2%
Visa, Inc.	5.8%
Accenture PLC	5.1%
Alphabet, Inc.	4.7%
Intercontinental Exchange, Inc.	4.6%
Texas Instruments, Inc.	4.3%
Thermo Fisher Scientific, Inc.	3.8%
UnitedHealth Group, Inc.	3.7%
Procter & Gamble Co.	3.6%
Aon PLC	3.5%
Total	47.3%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSBVX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - American Resilience Portfolio 

Class R6  MSBQX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - American Resilience Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$33	0.65%

Key Fund Statistics

Total Net Assets	$1,194,575
# of Portfolio Holdings	35
Portfolio Turnover Rate	21%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.4%
Communication Services	4.7%
Consumer Staples	11.2%
Industrials	11.7%
Financials	21.1%
Health Care	24.6%
Information Technology	26.3%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Microsoft Corp.	8.2%
Visa, Inc.	5.8%
Accenture PLC	5.1%
Alphabet, Inc.	4.7%
Intercontinental Exchange, Inc.	4.6%
Texas Instruments, Inc.	4.3%
Thermo Fisher Scientific, Inc.	3.8%
UnitedHealth Group, Inc.	3.7%
Procter & Gamble Co.	3.6%
Aon PLC	3.5%
Total	47.3%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSBQX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Asia Opportunity Portfolio 

Class A  MSAUX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Asia Opportunity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$73	1.43%

Key Fund Statistics

Total Net Assets	$130,899,988
# of Portfolio Holdings	32
Portfolio Turnover Rate	9%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
United States	1.4%
Hong Kong	2.0%
Singapore	3.9%
Taiwan	5.9%
Korea, Republic Of	11.5%
India	28.3%
China	47.0%

Top Ten Holdings (% of total investments)

ICICI Bank Ltd.	7.2%
Coupang, Inc.	6.4%
Trip.com Group Ltd.	6.3%
HDFC Bank Ltd.	6.2%
Meituan	5.7%
Tencent Holdings Ltd.	5.2%
Taiwan Semiconductor Manufacturing Co. Ltd.	4.6%
Axis Bank Ltd.	4.3%
Zomato Ltd.	4.0%
KE Holdings, Inc.	4.0%
Total	53.9%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSAUX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Asia Opportunity Portfolio 

Class C  MSAWX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Asia Opportunity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$111	2.17%

Key Fund Statistics

Total Net Assets	$130,899,988
# of Portfolio Holdings	32
Portfolio Turnover Rate	9%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
United States	1.4%
Hong Kong	2.0%
Singapore	3.9%
Taiwan	5.9%
Korea, Republic Of	11.5%
India	28.3%
China	47.0%

Top Ten Holdings (% of total investments)

ICICI Bank Ltd.	7.2%
Coupang, Inc.	6.4%
Trip.com Group Ltd.	6.3%
HDFC Bank Ltd.	6.2%
Meituan	5.7%
Tencent Holdings Ltd.	5.2%
Taiwan Semiconductor Manufacturing Co. Ltd.	4.6%
Axis Bank Ltd.	4.3%
Zomato Ltd.	4.0%
KE Holdings, Inc.	4.0%
Total	53.9%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSAWX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Asia Opportunity Portfolio 

Class I  MSAQX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Asia Opportunity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$56	1.10%

Key Fund Statistics

Total Net Assets	$130,899,988
# of Portfolio Holdings	32
Portfolio Turnover Rate	9%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
United States	1.4%
Hong Kong	2.0%
Singapore	3.9%
Taiwan	5.9%
Korea, Republic Of	11.5%
India	28.3%
China	47.0%

Top Ten Holdings (% of total investments)

ICICI Bank Ltd.	7.2%
Coupang, Inc.	6.4%
Trip.com Group Ltd.	6.3%
HDFC Bank Ltd.	6.2%
Meituan	5.7%
Tencent Holdings Ltd.	5.2%
Taiwan Semiconductor Manufacturing Co. Ltd.	4.6%
Axis Bank Ltd.	4.3%
Zomato Ltd.	4.0%
KE Holdings, Inc.	4.0%
Total	53.9%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSAQX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Asia Opportunity Portfolio 

Class R6  MSAYX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Asia Opportunity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$54	1.05%

Key Fund Statistics

Total Net Assets	$130,899,988
# of Portfolio Holdings	32
Portfolio Turnover Rate	9%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
United States	1.4%
Hong Kong	2.0%
Singapore	3.9%
Taiwan	5.9%
Korea, Republic Of	11.5%
India	28.3%
China	47.0%

Top Ten Holdings (% of total investments)

ICICI Bank Ltd.	7.2%
Coupang, Inc.	6.4%
Trip.com Group Ltd.	6.3%
HDFC Bank Ltd.	6.2%
Meituan	5.7%
Tencent Holdings Ltd.	5.2%
Taiwan Semiconductor Manufacturing Co. Ltd.	4.6%
Axis Bank Ltd.	4.3%
Zomato Ltd.	4.0%
KE Holdings, Inc.	4.0%
Total	53.9%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSAYX -TSR-SAR

Morgan Stanley Institutional Fund, Inc - Counterpoint Global Portfolio 

Class A  GLCAX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc - Counterpoint Global Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

This report describes changes to the Fund that occurred during the reporting period. 

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$70	1.39%

Key Fund Statistics

Total Net Assets	$10,042,729
# of Portfolio Holdings	216
Portfolio Turnover Rate	51%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Utilities	0.1%
Real Estate	0.1%
Materials	0.3%
Energy	0.5%
Consumer Staples	0.5%
Investment Companies	2.1%
Short-Term Investments	3.3%
Communication Services	4.8%
Financials	4.8%
Industrials	6.7%
Health Care	15.3%
Information Technology	29.7%
Consumer Discretionary	31.8%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Cloudflare, Inc.	9.1%
Tesla, Inc.	6.1%
Carvana Co.	4.1%
MicroStrategy, Inc.	4.0%
Arbutus Biopharma Corp.	3.2%
Agilon Health, Inc.	2.7%
XOMA Corp.	2.6%
Global-e Online Ltd.	2.4%
Royalty Pharma PLC	2.4%
iShares Bitcoin Trust	2.1%
Total	38.7%

Footnote	Description
Footnotea	Excluding cash equivalents.

Material Fund Changes 

This is a summary of certain changes of the Fund since June 30, 2024

The Board of Directors of Morgan Stanley Institutional Fund, Inc. (the “Company”) approved a Plan of Liquidation with respect to the Fund, a portfolio of common stock of the Company. Pursuant to the Plan of Liquidation, the assets of the Fund were liquidated, known or reasonable ascertainable liabilities of the Fund were satisfied, the remaining proceeds were distributed to the Fund’s shareholders and all the issued and outstanding shares of the Fund were redeemed (the “Liquidation”). The Liquidation occurred on July 22, 2024.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

GLCAX -TSR-SAR

Morgan Stanley Institutional Fund, Inc - Counterpoint Global Portfolio 

Class C  GLCDX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc - Counterpoint Global Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

This report describes changes to the Fund that occurred during the reporting period. 

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$107	2.14%

Key Fund Statistics

Total Net Assets	$10,042,729
# of Portfolio Holdings	216
Portfolio Turnover Rate	51%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Utilities	0.1%
Real Estate	0.1%
Materials	0.3%
Energy	0.5%
Consumer Staples	0.5%
Investment Companies	2.1%
Short-Term Investments	3.3%
Communication Services	4.8%
Financials	4.8%
Industrials	6.7%
Health Care	15.3%
Information Technology	29.7%
Consumer Discretionary	31.8%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Cloudflare, Inc.	9.1%
Tesla, Inc.	6.1%
Carvana Co.	4.1%
MicroStrategy, Inc.	4.0%
Arbutus Biopharma Corp.	3.2%
Agilon Health, Inc.	2.7%
XOMA Corp.	2.6%
Global-e Online Ltd.	2.4%
Royalty Pharma PLC	2.4%
iShares Bitcoin Trust	2.1%
Total	38.7%

Footnote	Description
Footnotea	Excluding cash equivalents.

Material Fund Changes 

This is a summary of certain changes of the Fund since June 30, 2024

The Board of Directors of Morgan Stanley Institutional Fund, Inc. (the “Company”) approved a Plan of Liquidation with respect to the Fund, a portfolio of common stock of the Company. Pursuant to the Plan of Liquidation, the assets of the Fund were liquidated, known or reasonable ascertainable liabilities of the Fund were satisfied, the remaining proceeds were distributed to the Fund’s shareholders and all the issued and outstanding shares of the Fund were redeemed (the “Liquidation”). The Liquidation occurred on July 22, 2024.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

GLCDX -TSR-SAR

Morgan Stanley Institutional Fund, Inc - Counterpoint Global Portfolio 

Class I  GLCIX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc - Counterpoint Global Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

This report describes changes to the Fund that occurred during the reporting period. 

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$52	1.04%

Key Fund Statistics

Total Net Assets	$10,042,729
# of Portfolio Holdings	216
Portfolio Turnover Rate	51%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Utilities	0.1%
Real Estate	0.1%
Materials	0.3%
Energy	0.5%
Consumer Staples	0.5%
Investment Companies	2.1%
Short-Term Investments	3.3%
Communication Services	4.8%
Financials	4.8%
Industrials	6.7%
Health Care	15.3%
Information Technology	29.7%
Consumer Discretionary	31.8%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Cloudflare, Inc.	9.1%
Tesla, Inc.	6.1%
Carvana Co.	4.1%
MicroStrategy, Inc.	4.0%
Arbutus Biopharma Corp.	3.2%
Agilon Health, Inc.	2.7%
XOMA Corp.	2.6%
Global-e Online Ltd.	2.4%
Royalty Pharma PLC	2.4%
iShares Bitcoin Trust	2.1%
Total	38.7%

Footnote	Description
Footnotea	Excluding cash equivalents.

Material Fund Changes 

This is a summary of certain changes of the Fund since June 30, 2024

The Board of Directors of Morgan Stanley Institutional Fund, Inc. (the “Company”) approved a Plan of Liquidation with respect to the Fund, a portfolio of common stock of the Company. Pursuant to the Plan of Liquidation, the assets of the Fund were liquidated, known or reasonable ascertainable liabilities of the Fund were satisfied, the remaining proceeds were distributed to the Fund’s shareholders and all the issued and outstanding shares of the Fund were redeemed (the “Liquidation”). The Liquidation occurred on July 22, 2024.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

GLCIX -TSR-SAR

Morgan Stanley Institutional Fund, Inc - Counterpoint Global Portfolio 

Class R6  GLCSX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc - Counterpoint Global Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

This report describes changes to the Fund that occurred during the reporting period. 

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$50	0.99%

Key Fund Statistics

Total Net Assets	$10,042,729
# of Portfolio Holdings	216
Portfolio Turnover Rate	51%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Utilities	0.1%
Real Estate	0.1%
Materials	0.3%
Energy	0.5%
Consumer Staples	0.5%
Investment Companies	2.1%
Short-Term Investments	3.3%
Communication Services	4.8%
Financials	4.8%
Industrials	6.7%
Health Care	15.3%
Information Technology	29.7%
Consumer Discretionary	31.8%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Cloudflare, Inc.	9.1%
Tesla, Inc.	6.1%
Carvana Co.	4.1%
MicroStrategy, Inc.	4.0%
Arbutus Biopharma Corp.	3.2%
Agilon Health, Inc.	2.7%
XOMA Corp.	2.6%
Global-e Online Ltd.	2.4%
Royalty Pharma PLC	2.4%
iShares Bitcoin Trust	2.1%
Total	38.7%

Footnote	Description
Footnotea	Excluding cash equivalents.

Material Fund Changes 

This is a summary of certain changes of the Fund since June 30, 2024

The Board of Directors of Morgan Stanley Institutional Fund, Inc. (the “Company”) approved a Plan of Liquidation with respect to the Fund, a portfolio of common stock of the Company. Pursuant to the Plan of Liquidation, the assets of the Fund were liquidated, known or reasonable ascertainable liabilities of the Fund were satisfied, the remaining proceeds were distributed to the Fund’s shareholders and all the issued and outstanding shares of the Fund were redeemed (the “Liquidation”). The Liquidation occurred on July 22, 2024.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

GLCSX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Developing Opportunity Portfolio 

Class A  MDOAX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Developing Opportunity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$76	1.47%

Key Fund Statistics

Total Net Assets	$32,286,126
# of Portfolio Holdings	34
Portfolio Turnover Rate	22%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
Poland	1.4%
Argentina	1.8%
Singapore	3.7%
Brazil	4.8%
Taiwan	5.8%
United States	9.5%
Korea, Republic Of	10.9%
India	25.6%
China	36.5%

Top Ten Holdings (% of total investments)

MercadoLibre, Inc.	7.3%
Coupang, Inc.	6.3%
ICICI Bank Ltd.	6.3%
Meituan	5.7%
HDFC Bank Ltd.	5.4%
Trip.com Group Ltd.	4.9%
NU Holdings Ltd.	4.8%
Taiwan Semiconductor Manufacturing Co. Ltd.	4.5%
Axis Bank Ltd.	4.1%
Zomato Ltd.	3.7%
Total	53.0%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MDOAX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Developing Opportunity Portfolio 

Class C  MDOBX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Developing Opportunity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$116	2.25%

Key Fund Statistics

Total Net Assets	$32,286,126
# of Portfolio Holdings	34
Portfolio Turnover Rate	22%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
Poland	1.4%
Argentina	1.8%
Singapore	3.7%
Brazil	4.8%
Taiwan	5.8%
United States	9.5%
Korea, Republic Of	10.9%
India	25.6%
China	36.5%

Top Ten Holdings (% of total investments)

MercadoLibre, Inc.	7.3%
Coupang, Inc.	6.3%
ICICI Bank Ltd.	6.3%
Meituan	5.7%
HDFC Bank Ltd.	5.4%
Trip.com Group Ltd.	4.9%
NU Holdings Ltd.	4.8%
Taiwan Semiconductor Manufacturing Co. Ltd.	4.5%
Axis Bank Ltd.	4.1%
Zomato Ltd.	3.7%
Total	53.0%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MDOBX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Developing Opportunity Portfolio 

Class I  MDOEX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Developing Opportunity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$59	1.15%

Key Fund Statistics

Total Net Assets	$32,286,126
# of Portfolio Holdings	34
Portfolio Turnover Rate	22%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
Poland	1.4%
Argentina	1.8%
Singapore	3.7%
Brazil	4.8%
Taiwan	5.8%
United States	9.5%
Korea, Republic Of	10.9%
India	25.6%
China	36.5%

Top Ten Holdings (% of total investments)

MercadoLibre, Inc.	7.3%
Coupang, Inc.	6.3%
ICICI Bank Ltd.	6.3%
Meituan	5.7%
HDFC Bank Ltd.	5.4%
Trip.com Group Ltd.	4.9%
NU Holdings Ltd.	4.8%
Taiwan Semiconductor Manufacturing Co. Ltd.	4.5%
Axis Bank Ltd.	4.1%
Zomato Ltd.	3.7%
Total	53.0%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MDOEX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Developing Opportunity Portfolio 

Class R6  MDODX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Developing Opportunity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$57	1.10%

Key Fund Statistics

Total Net Assets	$32,286,126
# of Portfolio Holdings	34
Portfolio Turnover Rate	22%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
Poland	1.4%
Argentina	1.8%
Singapore	3.7%
Brazil	4.8%
Taiwan	5.8%
United States	9.5%
Korea, Republic Of	10.9%
India	25.6%
China	36.5%

Top Ten Holdings (% of total investments)

MercadoLibre, Inc.	7.3%
Coupang, Inc.	6.3%
ICICI Bank Ltd.	6.3%
Meituan	5.7%
HDFC Bank Ltd.	5.4%
Trip.com Group Ltd.	4.9%
NU Holdings Ltd.	4.8%
Taiwan Semiconductor Manufacturing Co. Ltd.	4.5%
Axis Bank Ltd.	4.1%
Zomato Ltd.	3.7%
Total	53.0%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MDODX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Emerging Markets ex China Portfolio 

Class A  MSDQX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Emerging Markets ex China Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$71	1.35%

Key Fund Statistics

Total Net Assets	$7,457,096
# of Portfolio Holdings	78
Portfolio Turnover Rate	14%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	3.5%
Sweden	1.2%
Saudi Arabia	1.5%
United Kingdom	1.7%
Thailand	1.8%
Poland	3.8%
Indonesia	3.9%
South Africa	4.5%
Mexico	5.5%
Brazil	6.0%
Korea, Republic Of	14.3%
Taiwan	21.9%
India	30.4%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)

Taiwan Semiconductor Manufacturing Co. Ltd.	13.1%
Samsung Electronics Co. Ltd.	5.7%
SK Hynix, Inc.	3.7%
HDFC Bank Ltd.	3.2%
Reliance Industries Ltd.	3.2%
ICICI Bank Ltd.	2.7%
Mahindra & Mahindra Ltd.	2.6%
State Bank of India	2.3%
Infosys Ltd.	2.0%
Grupa Kety SA	1.9%
Total	40.4%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSDQX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Emerging Markets ex China Portfolio 

Class C  MSDOX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Emerging Markets ex China Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$111	2.10%

Key Fund Statistics

Total Net Assets	$7,457,096
# of Portfolio Holdings	78
Portfolio Turnover Rate	14%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	3.5%
Sweden	1.2%
Saudi Arabia	1.5%
United Kingdom	1.7%
Thailand	1.8%
Poland	3.8%
Indonesia	3.9%
South Africa	4.5%
Mexico	5.5%
Brazil	6.0%
Korea, Republic Of	14.3%
Taiwan	21.9%
India	30.4%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)

Taiwan Semiconductor Manufacturing Co. Ltd.	13.1%
Samsung Electronics Co. Ltd.	5.7%
SK Hynix, Inc.	3.7%
HDFC Bank Ltd.	3.2%
Reliance Industries Ltd.	3.2%
ICICI Bank Ltd.	2.7%
Mahindra & Mahindra Ltd.	2.6%
State Bank of India	2.3%
Infosys Ltd.	2.0%
Grupa Kety SA	1.9%
Total	40.4%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSDOX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Emerging Markets ex China Portfolio 

Class I  MSDUX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Emerging Markets ex China Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$52	0.98%

Key Fund Statistics

Total Net Assets	$7,457,096
# of Portfolio Holdings	78
Portfolio Turnover Rate	14%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	3.5%
Sweden	1.2%
Saudi Arabia	1.5%
United Kingdom	1.7%
Thailand	1.8%
Poland	3.8%
Indonesia	3.9%
South Africa	4.5%
Mexico	5.5%
Brazil	6.0%
Korea, Republic Of	14.3%
Taiwan	21.9%
India	30.4%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)

Taiwan Semiconductor Manufacturing Co. Ltd.	13.1%
Samsung Electronics Co. Ltd.	5.7%
SK Hynix, Inc.	3.7%
HDFC Bank Ltd.	3.2%
Reliance Industries Ltd.	3.2%
ICICI Bank Ltd.	2.7%
Mahindra & Mahindra Ltd.	2.6%
State Bank of India	2.3%
Infosys Ltd.	2.0%
Grupa Kety SA	1.9%
Total	40.4%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSDUX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Emerging Markets ex China Portfolio 

Class R6  MSDMX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Emerging Markets ex China Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$50	0.95%

Key Fund Statistics

Total Net Assets	$7,457,096
# of Portfolio Holdings	78
Portfolio Turnover Rate	14%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	3.5%
Sweden	1.2%
Saudi Arabia	1.5%
United Kingdom	1.7%
Thailand	1.8%
Poland	3.8%
Indonesia	3.9%
South Africa	4.5%
Mexico	5.5%
Brazil	6.0%
Korea, Republic Of	14.3%
Taiwan	21.9%
India	30.4%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)

Taiwan Semiconductor Manufacturing Co. Ltd.	13.1%
Samsung Electronics Co. Ltd.	5.7%
SK Hynix, Inc.	3.7%
HDFC Bank Ltd.	3.2%
Reliance Industries Ltd.	3.2%
ICICI Bank Ltd.	2.7%
Mahindra & Mahindra Ltd.	2.6%
State Bank of India	2.3%
Infosys Ltd.	2.0%
Grupa Kety SA	1.9%
Total	40.4%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSDMX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Emerging Markets Leaders Portfolio 

Class A  MELAX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Emerging Markets Leaders Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$72	1.39%

Key Fund Statistics

Total Net Assets	$243,956,048
# of Portfolio Holdings	39
Portfolio Turnover Rate	27%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.3%
China	1.9%
Mexico	3.6%
Argentina	3.6%
Korea, Republic Of	4.4%
United States	7.9%
Brazil	13.8%
Taiwan	14.8%
India	49.7%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)

Taiwan Semiconductor Manufacturing Co. Ltd.	9.0%
NU Holdings Ltd.	8.3%
MercadoLibre, Inc.	7.9%
Trent Ltd.	5.3%
Avenue Supermarts Ltd.	4.7%
ICICI Bank Ltd.	4.5%
SK Hynix, Inc.	4.4%
KEI Industries Ltd.	4.4%
Aarti Industries Ltd.	4.1%
Globant SA	3.6%
Total	56.2%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MELAX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Emerging Markets Leaders Portfolio 

Class C  MEMLX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Emerging Markets Leaders Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$111	2.15%

Key Fund Statistics

Total Net Assets	$243,956,048
# of Portfolio Holdings	39
Portfolio Turnover Rate	27%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.3%
China	1.9%
Mexico	3.6%
Argentina	3.6%
Korea, Republic Of	4.4%
United States	7.9%
Brazil	13.8%
Taiwan	14.8%
India	49.7%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)

Taiwan Semiconductor Manufacturing Co. Ltd.	9.0%
NU Holdings Ltd.	8.3%
MercadoLibre, Inc.	7.9%
Trent Ltd.	5.3%
Avenue Supermarts Ltd.	4.7%
ICICI Bank Ltd.	4.5%
SK Hynix, Inc.	4.4%
KEI Industries Ltd.	4.4%
Aarti Industries Ltd.	4.1%
Globant SA	3.6%
Total	56.2%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MEMLX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Emerging Markets Leaders Portfolio 

Class I  MELIX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Emerging Markets Leaders Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$54	1.05%

Key Fund Statistics

Total Net Assets	$243,956,048
# of Portfolio Holdings	39
Portfolio Turnover Rate	27%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.3%
China	1.9%
Mexico	3.6%
Argentina	3.6%
Korea, Republic Of	4.4%
United States	7.9%
Brazil	13.8%
Taiwan	14.8%
India	49.7%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)

Taiwan Semiconductor Manufacturing Co. Ltd.	9.0%
NU Holdings Ltd.	8.3%
MercadoLibre, Inc.	7.9%
Trent Ltd.	5.3%
Avenue Supermarts Ltd.	4.7%
ICICI Bank Ltd.	4.5%
SK Hynix, Inc.	4.4%
KEI Industries Ltd.	4.4%
Aarti Industries Ltd.	4.1%
Globant SA	3.6%
Total	56.2%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MELIX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Emerging Markets Leaders Portfolio 

Class IR  MSIWX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Emerging Markets Leaders Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class IR	$51	0.99%

Key Fund Statistics

Total Net Assets	$243,956,048
# of Portfolio Holdings	39
Portfolio Turnover Rate	27%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.3%
China	1.9%
Mexico	3.6%
Argentina	3.6%
Korea, Republic Of	4.4%
United States	7.9%
Brazil	13.8%
Taiwan	14.8%
India	49.7%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)

Taiwan Semiconductor Manufacturing Co. Ltd.	9.0%
NU Holdings Ltd.	8.3%
MercadoLibre, Inc.	7.9%
Trent Ltd.	5.3%
Avenue Supermarts Ltd.	4.7%
ICICI Bank Ltd.	4.5%
SK Hynix, Inc.	4.4%
KEI Industries Ltd.	4.4%
Aarti Industries Ltd.	4.1%
Globant SA	3.6%
Total	56.2%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSIWX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Emerging Markets Leaders Portfolio 

Class R6  MELSX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Emerging Markets Leaders Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$51	0.99%

Key Fund Statistics

Total Net Assets	$243,956,048
# of Portfolio Holdings	39
Portfolio Turnover Rate	27%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.3%
China	1.9%
Mexico	3.6%
Argentina	3.6%
Korea, Republic Of	4.4%
United States	7.9%
Brazil	13.8%
Taiwan	14.8%
India	49.7%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)

Taiwan Semiconductor Manufacturing Co. Ltd.	9.0%
NU Holdings Ltd.	8.3%
MercadoLibre, Inc.	7.9%
Trent Ltd.	5.3%
Avenue Supermarts Ltd.	4.7%
ICICI Bank Ltd.	4.5%
SK Hynix, Inc.	4.4%
KEI Industries Ltd.	4.4%
Aarti Industries Ltd.	4.1%
Globant SA	3.6%
Total	56.2%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MELSX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Emerging Markets Portfolio 

Class A  MMKBX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Emerging Markets Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$71	1.35%

Key Fund Statistics

Total Net Assets	$531,354,483
# of Portfolio Holdings	99
Portfolio Turnover Rate	20%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.7%
United Kingdom	1.2%
Thailand	1.5%
Saudi Arabia	1.6%
United States	1.7%
Poland	2.5%
Indonesia	2.9%
South Africa	3.3%
Mexico	4.6%
Brazil	5.9%
Korea, Republic Of	11.5%
Taiwan	18.5%
China	19.1%
India	25.0%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Taiwan Semiconductor Manufacturing Co. Ltd.	10.4%
Tencent Holdings Ltd.	4.2%
Samsung Electronics Co. Ltd.	4.1%
SK Hynix, Inc.	3.4%
Mahindra & Mahindra Ltd.	2.8%
ICICI Bank Ltd.	2.5%
Reliance Industries Ltd.	2.5%
Alibaba Group Holding Ltd.	2.0%
China Construction Bank Corp.	2.0%
Hon Hai Precision Industry Co. Ltd.	1.9%
Total	35.8%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MMKBX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Emerging Markets Portfolio 

Class C  MSEPX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Emerging Markets Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$110	2.10%

Key Fund Statistics

Total Net Assets	$531,354,483
# of Portfolio Holdings	99
Portfolio Turnover Rate	20%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.7%
United Kingdom	1.2%
Thailand	1.5%
Saudi Arabia	1.6%
United States	1.7%
Poland	2.5%
Indonesia	2.9%
South Africa	3.3%
Mexico	4.6%
Brazil	5.9%
Korea, Republic Of	11.5%
Taiwan	18.5%
China	19.1%
India	25.0%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Taiwan Semiconductor Manufacturing Co. Ltd.	10.4%
Tencent Holdings Ltd.	4.2%
Samsung Electronics Co. Ltd.	4.1%
SK Hynix, Inc.	3.4%
Mahindra & Mahindra Ltd.	2.8%
ICICI Bank Ltd.	2.5%
Reliance Industries Ltd.	2.5%
Alibaba Group Holding Ltd.	2.0%
China Construction Bank Corp.	2.0%
Hon Hai Precision Industry Co. Ltd.	1.9%
Total	35.8%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSEPX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Emerging Markets Portfolio 

Class I  MGEMX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Emerging Markets Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$52	0.99%

Key Fund Statistics

Total Net Assets	$531,354,483
# of Portfolio Holdings	99
Portfolio Turnover Rate	20%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.7%
United Kingdom	1.2%
Thailand	1.5%
Saudi Arabia	1.6%
United States	1.7%
Poland	2.5%
Indonesia	2.9%
South Africa	3.3%
Mexico	4.6%
Brazil	5.9%
Korea, Republic Of	11.5%
Taiwan	18.5%
China	19.1%
India	25.0%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Taiwan Semiconductor Manufacturing Co. Ltd.	10.4%
Tencent Holdings Ltd.	4.2%
Samsung Electronics Co. Ltd.	4.1%
SK Hynix, Inc.	3.4%
Mahindra & Mahindra Ltd.	2.8%
ICICI Bank Ltd.	2.5%
Reliance Industries Ltd.	2.5%
Alibaba Group Holding Ltd.	2.0%
China Construction Bank Corp.	2.0%
Hon Hai Precision Industry Co. Ltd.	1.9%
Total	35.8%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MGEMX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Emerging Markets Portfolio 

Class IR  MRGEX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Emerging Markets Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class IR	$50	0.95%

Key Fund Statistics

Total Net Assets	$531,354,483
# of Portfolio Holdings	99
Portfolio Turnover Rate	20%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.7%
United Kingdom	1.2%
Thailand	1.5%
Saudi Arabia	1.6%
United States	1.7%
Poland	2.5%
Indonesia	2.9%
South Africa	3.3%
Mexico	4.6%
Brazil	5.9%
Korea, Republic Of	11.5%
Taiwan	18.5%
China	19.1%
India	25.0%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Taiwan Semiconductor Manufacturing Co. Ltd.	10.4%
Tencent Holdings Ltd.	4.2%
Samsung Electronics Co. Ltd.	4.1%
SK Hynix, Inc.	3.4%
Mahindra & Mahindra Ltd.	2.8%
ICICI Bank Ltd.	2.5%
Reliance Industries Ltd.	2.5%
Alibaba Group Holding Ltd.	2.0%
China Construction Bank Corp.	2.0%
Hon Hai Precision Industry Co. Ltd.	1.9%
Total	35.8%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MRGEX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Emerging Markets Portfolio 

Class L  MSELX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Emerging Markets Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class L	$97	1.85%

Key Fund Statistics

Total Net Assets	$531,354,483
# of Portfolio Holdings	99
Portfolio Turnover Rate	20%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.7%
United Kingdom	1.2%
Thailand	1.5%
Saudi Arabia	1.6%
United States	1.7%
Poland	2.5%
Indonesia	2.9%
South Africa	3.3%
Mexico	4.6%
Brazil	5.9%
Korea, Republic Of	11.5%
Taiwan	18.5%
China	19.1%
India	25.0%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Taiwan Semiconductor Manufacturing Co. Ltd.	10.4%
Tencent Holdings Ltd.	4.2%
Samsung Electronics Co. Ltd.	4.1%
SK Hynix, Inc.	3.4%
Mahindra & Mahindra Ltd.	2.8%
ICICI Bank Ltd.	2.5%
Reliance Industries Ltd.	2.5%
Alibaba Group Holding Ltd.	2.0%
China Construction Bank Corp.	2.0%
Hon Hai Precision Industry Co. Ltd.	1.9%
Total	35.8%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSELX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Emerging Markets Portfolio 

Class R6  MMMPX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Emerging Markets Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$50	0.95%

Key Fund Statistics

Total Net Assets	$531,354,483
# of Portfolio Holdings	99
Portfolio Turnover Rate	20%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.7%
United Kingdom	1.2%
Thailand	1.5%
Saudi Arabia	1.6%
United States	1.7%
Poland	2.5%
Indonesia	2.9%
South Africa	3.3%
Mexico	4.6%
Brazil	5.9%
Korea, Republic Of	11.5%
Taiwan	18.5%
China	19.1%
India	25.0%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Taiwan Semiconductor Manufacturing Co. Ltd.	10.4%
Tencent Holdings Ltd.	4.2%
Samsung Electronics Co. Ltd.	4.1%
SK Hynix, Inc.	3.4%
Mahindra & Mahindra Ltd.	2.8%
ICICI Bank Ltd.	2.5%
Reliance Industries Ltd.	2.5%
Alibaba Group Holding Ltd.	2.0%
China Construction Bank Corp.	2.0%
Hon Hai Precision Industry Co. Ltd.	1.9%
Total	35.8%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MMMPX -TSR-SAR

Morgan Stanley Institutional Fund, Inc - Global Concentrated Portfolio 

Class A  MLNAX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc - Global Concentrated Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$72	1.28%

Key Fund Statistics

Total Net Assets	$194,402,885
# of Portfolio Holdings	21
Portfolio Turnover Rate	19%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	1.1%
Utilities	1.9%
Materials	5.9%
Consumer Staples	6.0%
Consumer Discretionary	6.9%
Communication Services	7.1%
Health Care	7.8%
Industrials	13.7%
Financials	20.9%
Information Technology	28.7%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

NVIDIA Corp.	9.8%
Microsoft Corp.	9.6%
Costco Wholesale Corp.	6.1%
Progressive Corp.	6.1%
Taiwan Semiconductor Manufacturing Co. Ltd.	6.0%
CRH PLC	6.0%
Ferrari NV	5.5%
Mitsui & Co. Ltd.	5.3%
JPMorgan Chase & Co.	5.1%
LPL Financial Holdings, Inc.	5.0%
Total	64.5%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MLNAX -TSR-SAR

Morgan Stanley Institutional Fund, Inc - Global Concentrated Portfolio 

Class C  MLNCX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc - Global Concentrated Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$116	2.06%

Key Fund Statistics

Total Net Assets	$194,402,885
# of Portfolio Holdings	21
Portfolio Turnover Rate	19%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	1.1%
Utilities	1.9%
Materials	5.9%
Consumer Staples	6.0%
Consumer Discretionary	6.9%
Communication Services	7.1%
Health Care	7.8%
Industrials	13.7%
Financials	20.9%
Information Technology	28.7%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

NVIDIA Corp.	9.8%
Microsoft Corp.	9.6%
Costco Wholesale Corp.	6.1%
Progressive Corp.	6.1%
Taiwan Semiconductor Manufacturing Co. Ltd.	6.0%
CRH PLC	6.0%
Ferrari NV	5.5%
Mitsui & Co. Ltd.	5.3%
JPMorgan Chase & Co.	5.1%
LPL Financial Holdings, Inc.	5.0%
Total	64.5%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MLNCX -TSR-SAR

Morgan Stanley Institutional Fund, Inc - Global Concentrated Portfolio 

Class I  MLNIX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc - Global Concentrated Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$57	1.00%

Key Fund Statistics

Total Net Assets	$194,402,885
# of Portfolio Holdings	21
Portfolio Turnover Rate	19%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	1.1%
Utilities	1.9%
Materials	5.9%
Consumer Staples	6.0%
Consumer Discretionary	6.9%
Communication Services	7.1%
Health Care	7.8%
Industrials	13.7%
Financials	20.9%
Information Technology	28.7%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

NVIDIA Corp.	9.8%
Microsoft Corp.	9.6%
Costco Wholesale Corp.	6.1%
Progressive Corp.	6.1%
Taiwan Semiconductor Manufacturing Co. Ltd.	6.0%
CRH PLC	6.0%
Ferrari NV	5.5%
Mitsui & Co. Ltd.	5.3%
JPMorgan Chase & Co.	5.1%
LPL Financial Holdings, Inc.	5.0%
Total	64.5%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MLNIX -TSR-SAR

Morgan Stanley Institutional Fund, Inc - Global Concentrated Portfolio 

Class R6  MLNSX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc - Global Concentrated Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$54	0.95%

Key Fund Statistics

Total Net Assets	$194,402,885
# of Portfolio Holdings	21
Portfolio Turnover Rate	19%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	1.1%
Utilities	1.9%
Materials	5.9%
Consumer Staples	6.0%
Consumer Discretionary	6.9%
Communication Services	7.1%
Health Care	7.8%
Industrials	13.7%
Financials	20.9%
Information Technology	28.7%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

NVIDIA Corp.	9.8%
Microsoft Corp.	9.6%
Costco Wholesale Corp.	6.1%
Progressive Corp.	6.1%
Taiwan Semiconductor Manufacturing Co. Ltd.	6.0%
CRH PLC	6.0%
Ferrari NV	5.5%
Mitsui & Co. Ltd.	5.3%
JPMorgan Chase & Co.	5.1%
LPL Financial Holdings, Inc.	5.0%
Total	64.5%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MLNSX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Core Portfolio 

Class A  MLMAX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Core Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$70	1.30%

Key Fund Statistics

Total Net Assets	$32,697,052
# of Portfolio Holdings	47
Portfolio Turnover Rate	22%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.1%
Consumer Staples	0.6%
Utilities	1.2%
Energy	3.1%
Health Care	4.7%
Materials	7.9%
Communication Services	9.4%
Industrials	10.6%
Consumer Discretionary	16.1%
Financials	20.5%
Information Technology	25.8%

Top Ten Holdings (% of total investments)

Microsoft Corp.	8.5%
NVIDIA Corp.	6.1%
CRH PLC	5.9%
Ferrari NV	5.5%
JPMorgan Chase & Co.	5.2%
Apple, Inc.	5.0%
Ameriprise Financial, Inc.	4.3%
Taiwan Semiconductor Manufacturing Co. Ltd.	4.3%
Amazon.com, Inc.	4.3%
TJX Cos., Inc.	3.6%
Total	52.7%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MLMAX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Core Portfolio 

Class C  MLMCX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Core Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$113	2.10%

Key Fund Statistics

Total Net Assets	$32,697,052
# of Portfolio Holdings	47
Portfolio Turnover Rate	22%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.1%
Consumer Staples	0.6%
Utilities	1.2%
Energy	3.1%
Health Care	4.7%
Materials	7.9%
Communication Services	9.4%
Industrials	10.6%
Consumer Discretionary	16.1%
Financials	20.5%
Information Technology	25.8%

Top Ten Holdings (% of total investments)

Microsoft Corp.	8.5%
NVIDIA Corp.	6.1%
CRH PLC	5.9%
Ferrari NV	5.5%
JPMorgan Chase & Co.	5.2%
Apple, Inc.	5.0%
Ameriprise Financial, Inc.	4.3%
Taiwan Semiconductor Manufacturing Co. Ltd.	4.3%
Amazon.com, Inc.	4.3%
TJX Cos., Inc.	3.6%
Total	52.7%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MLMCX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Core Portfolio 

Class I  MLMIX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Core Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$54	1.00%

Key Fund Statistics

Total Net Assets	$32,697,052
# of Portfolio Holdings	47
Portfolio Turnover Rate	22%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.1%
Consumer Staples	0.6%
Utilities	1.2%
Energy	3.1%
Health Care	4.7%
Materials	7.9%
Communication Services	9.4%
Industrials	10.6%
Consumer Discretionary	16.1%
Financials	20.5%
Information Technology	25.8%

Top Ten Holdings (% of total investments)

Microsoft Corp.	8.5%
NVIDIA Corp.	6.1%
CRH PLC	5.9%
Ferrari NV	5.5%
JPMorgan Chase & Co.	5.2%
Apple, Inc.	5.0%
Ameriprise Financial, Inc.	4.3%
Taiwan Semiconductor Manufacturing Co. Ltd.	4.3%
Amazon.com, Inc.	4.3%
TJX Cos., Inc.	3.6%
Total	52.7%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MLMIX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Core Portfolio 

Class R6  MLMSX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Core Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$51	0.95%

Key Fund Statistics

Total Net Assets	$32,697,052
# of Portfolio Holdings	47
Portfolio Turnover Rate	22%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.1%
Consumer Staples	0.6%
Utilities	1.2%
Energy	3.1%
Health Care	4.7%
Materials	7.9%
Communication Services	9.4%
Industrials	10.6%
Consumer Discretionary	16.1%
Financials	20.5%
Information Technology	25.8%

Top Ten Holdings (% of total investments)

Microsoft Corp.	8.5%
NVIDIA Corp.	6.1%
CRH PLC	5.9%
Ferrari NV	5.5%
JPMorgan Chase & Co.	5.2%
Apple, Inc.	5.0%
Ameriprise Financial, Inc.	4.3%
Taiwan Semiconductor Manufacturing Co. Ltd.	4.3%
Amazon.com, Inc.	4.3%
TJX Cos., Inc.	3.6%
Total	52.7%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MLMSX -TSR-SAR

Morgan Stanley Institutional Fund, Inc - Global Endurance Portfolio 

Class A  MSJAX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc - Global Endurance Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$65	1.34%

Key Fund Statistics

Total Net Assets	$38,581,393
# of Portfolio Holdings	30
Portfolio Turnover Rate	86%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.3%
Communication Services	1.2%
Financials	7.7%
Industrials	8.4%
Health Care	18.7%
Information Technology	21.2%
Consumer Discretionary	42.5%

Top Ten Holdings (% of total investments)

Appian Corp.	9.0%
Victoria PLC	8.7%
Tesla, Inc.	5.7%
Babcock International Group PLC	5.2%
HCA Healthcare, Inc.	4.7%
Eurofins Scientific SE	4.6%
Cricut, Inc.	4.5%
Floor & Decor Holdings, Inc.	4.4%
Global-e Online Ltd.	4.2%
Bill Holdings, Inc.	4.1%
Total	55.1%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSJAX -TSR-SAR

Morgan Stanley Institutional Fund, Inc - Global Endurance Portfolio 

Class C  MSJCX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc - Global Endurance Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$101	2.09%

Key Fund Statistics

Total Net Assets	$38,581,393
# of Portfolio Holdings	30
Portfolio Turnover Rate	86%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.3%
Communication Services	1.2%
Financials	7.7%
Industrials	8.4%
Health Care	18.7%
Information Technology	21.2%
Consumer Discretionary	42.5%

Top Ten Holdings (% of total investments)

Appian Corp.	9.0%
Victoria PLC	8.7%
Tesla, Inc.	5.7%
Babcock International Group PLC	5.2%
HCA Healthcare, Inc.	4.7%
Eurofins Scientific SE	4.6%
Cricut, Inc.	4.5%
Floor & Decor Holdings, Inc.	4.4%
Global-e Online Ltd.	4.2%
Bill Holdings, Inc.	4.1%
Total	55.1%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSJCX -TSR-SAR

Morgan Stanley Institutional Fund, Inc - Global Endurance Portfolio 

Class I  MSJIX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc - Global Endurance Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$48	0.99%

Key Fund Statistics

Total Net Assets	$38,581,393
# of Portfolio Holdings	30
Portfolio Turnover Rate	86%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.3%
Communication Services	1.2%
Financials	7.7%
Industrials	8.4%
Health Care	18.7%
Information Technology	21.2%
Consumer Discretionary	42.5%

Top Ten Holdings (% of total investments)

Appian Corp.	9.0%
Victoria PLC	8.7%
Tesla, Inc.	5.7%
Babcock International Group PLC	5.2%
HCA Healthcare, Inc.	4.7%
Eurofins Scientific SE	4.6%
Cricut, Inc.	4.5%
Floor & Decor Holdings, Inc.	4.4%
Global-e Online Ltd.	4.2%
Bill Holdings, Inc.	4.1%
Total	55.1%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSJIX -TSR-SAR

Morgan Stanley Institutional Fund, Inc - Global Endurance Portfolio 

Class R6  MSJSX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc - Global Endurance Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$46	0.94%

Key Fund Statistics

Total Net Assets	$38,581,393
# of Portfolio Holdings	30
Portfolio Turnover Rate	86%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.3%
Communication Services	1.2%
Financials	7.7%
Industrials	8.4%
Health Care	18.7%
Information Technology	21.2%
Consumer Discretionary	42.5%

Top Ten Holdings (% of total investments)

Appian Corp.	9.0%
Victoria PLC	8.7%
Tesla, Inc.	5.7%
Babcock International Group PLC	5.2%
HCA Healthcare, Inc.	4.7%
Eurofins Scientific SE	4.6%
Cricut, Inc.	4.5%
Floor & Decor Holdings, Inc.	4.4%
Global-e Online Ltd.	4.2%
Bill Holdings, Inc.	4.1%
Total	55.1%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSJSX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Focus Real Estate Portfolio 

Class A  MSBEX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Focus Real Estate Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$60	1.20%

Key Fund Statistics

Total Net Assets	$4,295,125
# of Portfolio Holdings	52
Portfolio Turnover Rate	53%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.3%
Consumer Discretionary	1.0%
Health Care	3.1%
Real Estate	39.9%
Financials	55.7%

Top Ten Holdings (% of total investments)

Welltower, Inc.	6.8%
American Tower Corp.	6.0%
Equinix, Inc.	5.8%
Extra Space Storage, Inc.	5.0%
AvalonBay Communities, Inc.	5.0%
Goodman Group	3.6%
Simon Property Group, Inc.	3.6%
Digital Realty Trust, Inc.	3.4%
Essential Properties Realty Trust, Inc.	3.2%
Mitsui Fudosan Co. Ltd.	3.0%
Total	45.4%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSBEX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Focus Real Estate Portfolio 

Class C  MSBKX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Focus Real Estate Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$97	1.95%

Key Fund Statistics

Total Net Assets	$4,295,125
# of Portfolio Holdings	52
Portfolio Turnover Rate	53%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.3%
Consumer Discretionary	1.0%
Health Care	3.1%
Real Estate	39.9%
Financials	55.7%

Top Ten Holdings (% of total investments)

Welltower, Inc.	6.8%
American Tower Corp.	6.0%
Equinix, Inc.	5.8%
Extra Space Storage, Inc.	5.0%
AvalonBay Communities, Inc.	5.0%
Goodman Group	3.6%
Simon Property Group, Inc.	3.6%
Digital Realty Trust, Inc.	3.4%
Essential Properties Realty Trust, Inc.	3.2%
Mitsui Fudosan Co. Ltd.	3.0%
Total	45.4%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSBKX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Focus Real Estate Portfolio 

Class I  MSBDX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Focus Real Estate Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$42	0.85%

Key Fund Statistics

Total Net Assets	$4,295,125
# of Portfolio Holdings	52
Portfolio Turnover Rate	53%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.3%
Consumer Discretionary	1.0%
Health Care	3.1%
Real Estate	39.9%
Financials	55.7%

Top Ten Holdings (% of total investments)

Welltower, Inc.	6.8%
American Tower Corp.	6.0%
Equinix, Inc.	5.8%
Extra Space Storage, Inc.	5.0%
AvalonBay Communities, Inc.	5.0%
Goodman Group	3.6%
Simon Property Group, Inc.	3.6%
Digital Realty Trust, Inc.	3.4%
Essential Properties Realty Trust, Inc.	3.2%
Mitsui Fudosan Co. Ltd.	3.0%
Total	45.4%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSBDX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Focus Real Estate Portfolio 

Class R6  MSBPX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Focus Real Estate Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$40	0.80%

Key Fund Statistics

Total Net Assets	$4,295,125
# of Portfolio Holdings	52
Portfolio Turnover Rate	53%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.3%
Consumer Discretionary	1.0%
Health Care	3.1%
Real Estate	39.9%
Financials	55.7%

Top Ten Holdings (% of total investments)

Welltower, Inc.	6.8%
American Tower Corp.	6.0%
Equinix, Inc.	5.8%
Extra Space Storage, Inc.	5.0%
AvalonBay Communities, Inc.	5.0%
Goodman Group	3.6%
Simon Property Group, Inc.	3.6%
Digital Realty Trust, Inc.	3.4%
Essential Properties Realty Trust, Inc.	3.2%
Mitsui Fudosan Co. Ltd.	3.0%
Total	45.4%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSBPX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Franchise Portfolio 

Class A  MSFBX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Franchise Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$58	1.16%

Key Fund Statistics

Total Net Assets	$2,777,866,211
# of Portfolio Holdings	41
Portfolio Turnover Rate	14%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Communication Services	0.9%
Consumer Discretionary	1.4%
Short-Term Investments	1.5%
Industrials	12.5%
Financials	13.9%
Health Care	18.2%
Consumer Staples	19.0%
Information Technology	32.6%

Top Ten Holdings (% of total investments)

Microsoft Corp.	8.8%
SAP SE	6.7%
Visa, Inc.	5.8%
Accenture PLC	5.0%
Intercontinental Exchange, Inc.	4.4%
RELX PLC	4.1%
UnitedHealth Group, Inc.	3.7%
Thermo Fisher Scientific, Inc.	3.5%
Becton Dickinson & Co.	3.4%
Aon PLC	3.3%
Total	48.7%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSFBX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Franchise Portfolio 

Class C  MSGFX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Franchise Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$96	1.90%

Key Fund Statistics

Total Net Assets	$2,777,866,211
# of Portfolio Holdings	41
Portfolio Turnover Rate	14%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Communication Services	0.9%
Consumer Discretionary	1.4%
Short-Term Investments	1.5%
Industrials	12.5%
Financials	13.9%
Health Care	18.2%
Consumer Staples	19.0%
Information Technology	32.6%

Top Ten Holdings (% of total investments)

Microsoft Corp.	8.8%
SAP SE	6.7%
Visa, Inc.	5.8%
Accenture PLC	5.0%
Intercontinental Exchange, Inc.	4.4%
RELX PLC	4.1%
UnitedHealth Group, Inc.	3.7%
Thermo Fisher Scientific, Inc.	3.5%
Becton Dickinson & Co.	3.4%
Aon PLC	3.3%
Total	48.7%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSGFX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Franchise Portfolio 

Class I  MSFAX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Franchise Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$46	0.92%

Key Fund Statistics

Total Net Assets	$2,777,866,211
# of Portfolio Holdings	41
Portfolio Turnover Rate	14%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Communication Services	0.9%
Consumer Discretionary	1.4%
Short-Term Investments	1.5%
Industrials	12.5%
Financials	13.9%
Health Care	18.2%
Consumer Staples	19.0%
Information Technology	32.6%

Top Ten Holdings (% of total investments)

Microsoft Corp.	8.8%
SAP SE	6.7%
Visa, Inc.	5.8%
Accenture PLC	5.0%
Intercontinental Exchange, Inc.	4.4%
RELX PLC	4.1%
UnitedHealth Group, Inc.	3.7%
Thermo Fisher Scientific, Inc.	3.5%
Becton Dickinson & Co.	3.4%
Aon PLC	3.3%
Total	48.7%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSFAX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Franchise Portfolio 

Class L  MSFLX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Franchise Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class L	$84	1.66%

Key Fund Statistics

Total Net Assets	$2,777,866,211
# of Portfolio Holdings	41
Portfolio Turnover Rate	14%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Communication Services	0.9%
Consumer Discretionary	1.4%
Short-Term Investments	1.5%
Industrials	12.5%
Financials	13.9%
Health Care	18.2%
Consumer Staples	19.0%
Information Technology	32.6%

Top Ten Holdings (% of total investments)

Microsoft Corp.	8.8%
SAP SE	6.7%
Visa, Inc.	5.8%
Accenture PLC	5.0%
Intercontinental Exchange, Inc.	4.4%
RELX PLC	4.1%
UnitedHealth Group, Inc.	3.7%
Thermo Fisher Scientific, Inc.	3.5%
Becton Dickinson & Co.	3.4%
Aon PLC	3.3%
Total	48.7%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSFLX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Franchise Portfolio 

Class R6  MGISX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Franchise Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$42	0.83%

Key Fund Statistics

Total Net Assets	$2,777,866,211
# of Portfolio Holdings	41
Portfolio Turnover Rate	14%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Communication Services	0.9%
Consumer Discretionary	1.4%
Short-Term Investments	1.5%
Industrials	12.5%
Financials	13.9%
Health Care	18.2%
Consumer Staples	19.0%
Information Technology	32.6%

Top Ten Holdings (% of total investments)

Microsoft Corp.	8.8%
SAP SE	6.7%
Visa, Inc.	5.8%
Accenture PLC	5.0%
Intercontinental Exchange, Inc.	4.4%
RELX PLC	4.1%
UnitedHealth Group, Inc.	3.7%
Thermo Fisher Scientific, Inc.	3.5%
Becton Dickinson & Co.	3.4%
Aon PLC	3.3%
Total	48.7%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MGISX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Infrastructure Portfolio 

Class A  MTIPX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Infrastructure Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$60	1.21%

Key Fund Statistics

Total Net Assets	$238,492,324
# of Portfolio Holdings	58
Portfolio Turnover Rate	24%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Communication Services	3.2%
Short-Term Investments	4.0%
Financials	9.3%
Industrials	17.7%
Energy	25.7%
Utilities	40.1%

Top Ten Holdings (% of total investments)

National Grid PLC	7.3%
American Tower Corp.	7.2%
GFL Environmental, Inc.	5.9%
Enbridge, Inc.	4.6%
ONEOK, Inc.	4.1%
Pembina Pipeline Corp.	3.8%
Sempra	3.6%
Grupo Aeroportuario del Pacifico SAB de CV	3.3%
Targa Resources Corp.	3.3%
TC Energy Corp.	3.0%
Total	46.1%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MTIPX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Infrastructure Portfolio 

Class C  MSGTX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Infrastructure Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$102	2.07%

Key Fund Statistics

Total Net Assets	$238,492,324
# of Portfolio Holdings	58
Portfolio Turnover Rate	24%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Communication Services	3.2%
Short-Term Investments	4.0%
Financials	9.3%
Industrials	17.7%
Energy	25.7%
Utilities	40.1%

Top Ten Holdings (% of total investments)

National Grid PLC	7.3%
American Tower Corp.	7.2%
GFL Environmental, Inc.	5.9%
Enbridge, Inc.	4.6%
ONEOK, Inc.	4.1%
Pembina Pipeline Corp.	3.8%
Sempra	3.6%
Grupo Aeroportuario del Pacifico SAB de CV	3.3%
Targa Resources Corp.	3.3%
TC Energy Corp.	3.0%
Total	46.1%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSGTX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Infrastructure Portfolio 

Class I  MTIIX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Infrastructure Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$48	0.97%

Key Fund Statistics

Total Net Assets	$238,492,324
# of Portfolio Holdings	58
Portfolio Turnover Rate	24%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Communication Services	3.2%
Short-Term Investments	4.0%
Financials	9.3%
Industrials	17.7%
Energy	25.7%
Utilities	40.1%

Top Ten Holdings (% of total investments)

National Grid PLC	7.3%
American Tower Corp.	7.2%
GFL Environmental, Inc.	5.9%
Enbridge, Inc.	4.6%
ONEOK, Inc.	4.1%
Pembina Pipeline Corp.	3.8%
Sempra	3.6%
Grupo Aeroportuario del Pacifico SAB de CV	3.3%
Targa Resources Corp.	3.3%
TC Energy Corp.	3.0%
Total	46.1%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MTIIX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Infrastructure Portfolio 

Class IR  MRGOX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Infrastructure Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class IR	$47	0.94%

Key Fund Statistics

Total Net Assets	$238,492,324
# of Portfolio Holdings	58
Portfolio Turnover Rate	24%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Communication Services	3.2%
Short-Term Investments	4.0%
Financials	9.3%
Industrials	17.7%
Energy	25.7%
Utilities	40.1%

Top Ten Holdings (% of total investments)

National Grid PLC	7.3%
American Tower Corp.	7.2%
GFL Environmental, Inc.	5.9%
Enbridge, Inc.	4.6%
ONEOK, Inc.	4.1%
Pembina Pipeline Corp.	3.8%
Sempra	3.6%
Grupo Aeroportuario del Pacifico SAB de CV	3.3%
Targa Resources Corp.	3.3%
TC Energy Corp.	3.0%
Total	46.1%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MRGOX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Infrastructure Portfolio 

Class L  MTILX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Infrastructure Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class L	$88	1.78%

Key Fund Statistics

Total Net Assets	$238,492,324
# of Portfolio Holdings	58
Portfolio Turnover Rate	24%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Communication Services	3.2%
Short-Term Investments	4.0%
Financials	9.3%
Industrials	17.7%
Energy	25.7%
Utilities	40.1%

Top Ten Holdings (% of total investments)

National Grid PLC	7.3%
American Tower Corp.	7.2%
GFL Environmental, Inc.	5.9%
Enbridge, Inc.	4.6%
ONEOK, Inc.	4.1%
Pembina Pipeline Corp.	3.8%
Sempra	3.6%
Grupo Aeroportuario del Pacifico SAB de CV	3.3%
Targa Resources Corp.	3.3%
TC Energy Corp.	3.0%
Total	46.1%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MTILX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Infrastructure Portfolio 

Class R6  MSGPX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Infrastructure Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$47	0.94%

Key Fund Statistics

Total Net Assets	$238,492,324
# of Portfolio Holdings	58
Portfolio Turnover Rate	24%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Communication Services	3.2%
Short-Term Investments	4.0%
Financials	9.3%
Industrials	17.7%
Energy	25.7%
Utilities	40.1%

Top Ten Holdings (% of total investments)

National Grid PLC	7.3%
American Tower Corp.	7.2%
GFL Environmental, Inc.	5.9%
Enbridge, Inc.	4.6%
ONEOK, Inc.	4.1%
Pembina Pipeline Corp.	3.8%
Sempra	3.6%
Grupo Aeroportuario del Pacifico SAB de CV	3.3%
Targa Resources Corp.	3.3%
TC Energy Corp.	3.0%
Total	46.1%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSGPX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Insight Portfolio 

Class A  MIGPX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Insight Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$67	1.32%

Key Fund Statistics

Total Net Assets	$60,673,388
# of Portfolio Holdings	34
Portfolio Turnover Rate	22%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Financials	1.4%
Industrial	1.5%
Short-Term Investments	1.5%
Investment Companies	2.5%
Communication Services	5.8%
Health Care	9.6%
Information Technology	37.0%
Consumer Discretionary	40.7%

Top Ten Holdings (% of total investments)

Cloudflare, Inc.	8.7%
MercadoLibre, Inc.	7.2%
Tesla, Inc.	6.0%
Shopify, Inc.	6.0%
Adyen NV	5.9%
Global-e Online Ltd.	5.6%
Grab Holdings Ltd.	5.5%
Affirm Holdings, Inc.	4.8%
Trade Desk, Inc.	4.8%
Royalty Pharma PLC	4.6%
Total	59.1%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MIGPX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Insight Portfolio 

Class C  MSPTX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Insight Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$106	2.10%

Key Fund Statistics

Total Net Assets	$60,673,388
# of Portfolio Holdings	34
Portfolio Turnover Rate	22%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Financials	1.4%
Industrial	1.5%
Short-Term Investments	1.5%
Investment Companies	2.5%
Communication Services	5.8%
Health Care	9.6%
Information Technology	37.0%
Consumer Discretionary	40.7%

Top Ten Holdings (% of total investments)

Cloudflare, Inc.	8.7%
MercadoLibre, Inc.	7.2%
Tesla, Inc.	6.0%
Shopify, Inc.	6.0%
Adyen NV	5.9%
Global-e Online Ltd.	5.6%
Grab Holdings Ltd.	5.5%
Affirm Holdings, Inc.	4.8%
Trade Desk, Inc.	4.8%
Royalty Pharma PLC	4.6%
Total	59.1%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSPTX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Insight Portfolio 

Class I  MIGIX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Insight Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$51	1.00%

Key Fund Statistics

Total Net Assets	$60,673,388
# of Portfolio Holdings	34
Portfolio Turnover Rate	22%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Financials	1.4%
Industrial	1.5%
Short-Term Investments	1.5%
Investment Companies	2.5%
Communication Services	5.8%
Health Care	9.6%
Information Technology	37.0%
Consumer Discretionary	40.7%

Top Ten Holdings (% of total investments)

Cloudflare, Inc.	8.7%
MercadoLibre, Inc.	7.2%
Tesla, Inc.	6.0%
Shopify, Inc.	6.0%
Adyen NV	5.9%
Global-e Online Ltd.	5.6%
Grab Holdings Ltd.	5.5%
Affirm Holdings, Inc.	4.8%
Trade Desk, Inc.	4.8%
Royalty Pharma PLC	4.6%
Total	59.1%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MIGIX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Insight Portfolio 

Class L  MIGLX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Insight Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class L	$93	1.85%

Key Fund Statistics

Total Net Assets	$60,673,388
# of Portfolio Holdings	34
Portfolio Turnover Rate	22%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Financials	1.4%
Industrial	1.5%
Short-Term Investments	1.5%
Investment Companies	2.5%
Communication Services	5.8%
Health Care	9.6%
Information Technology	37.0%
Consumer Discretionary	40.7%

Top Ten Holdings (% of total investments)

Cloudflare, Inc.	8.7%
MercadoLibre, Inc.	7.2%
Tesla, Inc.	6.0%
Shopify, Inc.	6.0%
Adyen NV	5.9%
Global-e Online Ltd.	5.6%
Grab Holdings Ltd.	5.5%
Affirm Holdings, Inc.	4.8%
Trade Desk, Inc.	4.8%
Royalty Pharma PLC	4.6%
Total	59.1%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MIGLX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Insight Portfolio 

Class R6  MGZZX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Insight Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$48	0.95%

Key Fund Statistics

Total Net Assets	$60,673,388
# of Portfolio Holdings	34
Portfolio Turnover Rate	22%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Financials	1.4%
Industrial	1.5%
Short-Term Investments	1.5%
Investment Companies	2.5%
Communication Services	5.8%
Health Care	9.6%
Information Technology	37.0%
Consumer Discretionary	40.7%

Top Ten Holdings (% of total investments)

Cloudflare, Inc.	8.7%
MercadoLibre, Inc.	7.2%
Tesla, Inc.	6.0%
Shopify, Inc.	6.0%
Adyen NV	5.9%
Global-e Online Ltd.	5.6%
Grab Holdings Ltd.	5.5%
Affirm Holdings, Inc.	4.8%
Trade Desk, Inc.	4.8%
Royalty Pharma PLC	4.6%
Total	59.1%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MGZZX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Opportunity Portfolio 

Class A  MGGPX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Opportunity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$64	1.21%

Key Fund Statistics

Total Net Assets	$2,967,708,392
# of Portfolio Holdings	34
Portfolio Turnover Rate	2%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	1.2%
Financials	9.0%
Industrials	12.6%
Communication Services	15.0%
Information Technology	28.5%
Consumer Discretionary	33.7%

Top Ten Holdings (% of total investments)

Uber Technologies, Inc.	8.5%
ServiceNow, Inc.	8.2%
Meta Platforms, Inc.	6.4%
Amazon.com, Inc.	5.2%
MercadoLibre, Inc.	5.0%
DSV AS	4.1%
Shopify, Inc.	3.9%
ICICI Bank Ltd.	3.8%
Coupang, Inc.	3.7%
Spotify Technology SA	3.6%
Total	52.4%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MGGPX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Opportunity Portfolio 

Class C  MSOPX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Opportunity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$102	1.94%

Key Fund Statistics

Total Net Assets	$2,967,708,392
# of Portfolio Holdings	34
Portfolio Turnover Rate	2%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	1.2%
Financials	9.0%
Industrials	12.6%
Communication Services	15.0%
Information Technology	28.5%
Consumer Discretionary	33.7%

Top Ten Holdings (% of total investments)

Uber Technologies, Inc.	8.5%
ServiceNow, Inc.	8.2%
Meta Platforms, Inc.	6.4%
Amazon.com, Inc.	5.2%
MercadoLibre, Inc.	5.0%
DSV AS	4.1%
Shopify, Inc.	3.9%
ICICI Bank Ltd.	3.8%
Coupang, Inc.	3.7%
Spotify Technology SA	3.6%
Total	52.4%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSOPX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Opportunity Portfolio 

Class I  MGGIX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Opportunity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$49	0.93%

Key Fund Statistics

Total Net Assets	$2,967,708,392
# of Portfolio Holdings	34
Portfolio Turnover Rate	2%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	1.2%
Financials	9.0%
Industrials	12.6%
Communication Services	15.0%
Information Technology	28.5%
Consumer Discretionary	33.7%

Top Ten Holdings (% of total investments)

Uber Technologies, Inc.	8.5%
ServiceNow, Inc.	8.2%
Meta Platforms, Inc.	6.4%
Amazon.com, Inc.	5.2%
MercadoLibre, Inc.	5.0%
DSV AS	4.1%
Shopify, Inc.	3.9%
ICICI Bank Ltd.	3.8%
Coupang, Inc.	3.7%
Spotify Technology SA	3.6%
Total	52.4%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MGGIX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Opportunity Portfolio 

Class IR  MGORX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Opportunity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class IR	$45	0.85%

Key Fund Statistics

Total Net Assets	$2,967,708,392
# of Portfolio Holdings	34
Portfolio Turnover Rate	2%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	1.2%
Financials	9.0%
Industrials	12.6%
Communication Services	15.0%
Information Technology	28.5%
Consumer Discretionary	33.7%

Top Ten Holdings (% of total investments)

Uber Technologies, Inc.	8.5%
ServiceNow, Inc.	8.2%
Meta Platforms, Inc.	6.4%
Amazon.com, Inc.	5.2%
MercadoLibre, Inc.	5.0%
DSV AS	4.1%
Shopify, Inc.	3.9%
ICICI Bank Ltd.	3.8%
Coupang, Inc.	3.7%
Spotify Technology SA	3.6%
Total	52.4%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MGORX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Opportunity Portfolio 

Class L  MGGLX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Opportunity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class L	$67	1.28%

Key Fund Statistics

Total Net Assets	$2,967,708,392
# of Portfolio Holdings	34
Portfolio Turnover Rate	2%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	1.2%
Financials	9.0%
Industrials	12.6%
Communication Services	15.0%
Information Technology	28.5%
Consumer Discretionary	33.7%

Top Ten Holdings (% of total investments)

Uber Technologies, Inc.	8.5%
ServiceNow, Inc.	8.2%
Meta Platforms, Inc.	6.4%
Amazon.com, Inc.	5.2%
MercadoLibre, Inc.	5.0%
DSV AS	4.1%
Shopify, Inc.	3.9%
ICICI Bank Ltd.	3.8%
Coupang, Inc.	3.7%
Spotify Technology SA	3.6%
Total	52.4%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MGGLX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Opportunity Portfolio 

Class R6  MGTSX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Opportunity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$45	0.85%

Key Fund Statistics

Total Net Assets	$2,967,708,392
# of Portfolio Holdings	34
Portfolio Turnover Rate	2%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	1.2%
Financials	9.0%
Industrials	12.6%
Communication Services	15.0%
Information Technology	28.5%
Consumer Discretionary	33.7%

Top Ten Holdings (% of total investments)

Uber Technologies, Inc.	8.5%
ServiceNow, Inc.	8.2%
Meta Platforms, Inc.	6.4%
Amazon.com, Inc.	5.2%
MercadoLibre, Inc.	5.0%
DSV AS	4.1%
Shopify, Inc.	3.9%
ICICI Bank Ltd.	3.8%
Coupang, Inc.	3.7%
Spotify Technology SA	3.6%
Total	52.4%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MGTSX -TSR-SAR

Morgan Stanley Institutional Fund, Inc - Global Permanence Portfolio 

Class A  MGKAX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc - Global Permanence Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$69	1.35%

Key Fund Statistics

Total Net Assets	$4,096,224
# of Portfolio Holdings	47
Portfolio Turnover Rate	25%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Communication Services	0.1%
Short-Term Investments	0.8%
Investment Companies	2.5%
Consumer Staples	2.9%
Materials	3.0%
Energy	4.6%
Real Estate	5.2%
Financials	10.0%
Health Care	15.1%
Information Technology	16.2%
Consumer Discretionary	19.5%
Industrials	20.1%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Cloudflare, Inc.	10.0%
Royalty Pharma PLC	6.6%
Intercontinental Exchange, Inc.	6.0%
Rentokil Initial PLC	5.6%
American Tower Corp.	5.1%
Canadian National Railway Co.	4.7%
Babcock International Group PLC	4.6%
Eurofins Scientific SE	4.0%
Danaher Corp.	3.9%
On Holding AG	3.6%
Total	54.1%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MGKAX -TSR-SAR

Morgan Stanley Institutional Fund, Inc - Global Permanence Portfolio 

Class C  MGKCX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc - Global Permanence Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$106	2.10%

Key Fund Statistics

Total Net Assets	$4,096,224
# of Portfolio Holdings	47
Portfolio Turnover Rate	25%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Communication Services	0.1%
Short-Term Investments	0.8%
Investment Companies	2.5%
Consumer Staples	2.9%
Materials	3.0%
Energy	4.6%
Real Estate	5.2%
Financials	10.0%
Health Care	15.1%
Information Technology	16.2%
Consumer Discretionary	19.5%
Industrials	20.1%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Cloudflare, Inc.	10.0%
Royalty Pharma PLC	6.6%
Intercontinental Exchange, Inc.	6.0%
Rentokil Initial PLC	5.6%
American Tower Corp.	5.1%
Canadian National Railway Co.	4.7%
Babcock International Group PLC	4.6%
Eurofins Scientific SE	4.0%
Danaher Corp.	3.9%
On Holding AG	3.6%
Total	54.1%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MGKCX -TSR-SAR

Morgan Stanley Institutional Fund, Inc - Global Permanence Portfolio 

Class I  MGKIX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc - Global Permanence Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$51	1.00%

Key Fund Statistics

Total Net Assets	$4,096,224
# of Portfolio Holdings	47
Portfolio Turnover Rate	25%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Communication Services	0.1%
Short-Term Investments	0.8%
Investment Companies	2.5%
Consumer Staples	2.9%
Materials	3.0%
Energy	4.6%
Real Estate	5.2%
Financials	10.0%
Health Care	15.1%
Information Technology	16.2%
Consumer Discretionary	19.5%
Industrials	20.1%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Cloudflare, Inc.	10.0%
Royalty Pharma PLC	6.6%
Intercontinental Exchange, Inc.	6.0%
Rentokil Initial PLC	5.6%
American Tower Corp.	5.1%
Canadian National Railway Co.	4.7%
Babcock International Group PLC	4.6%
Eurofins Scientific SE	4.0%
Danaher Corp.	3.9%
On Holding AG	3.6%
Total	54.1%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MGKIX -TSR-SAR

Morgan Stanley Institutional Fund, Inc - Global Permanence Portfolio 

Class R6  MGKQX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc - Global Permanence Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$48	0.95%

Key Fund Statistics

Total Net Assets	$4,096,224
# of Portfolio Holdings	47
Portfolio Turnover Rate	25%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Communication Services	0.1%
Short-Term Investments	0.8%
Investment Companies	2.5%
Consumer Staples	2.9%
Materials	3.0%
Energy	4.6%
Real Estate	5.2%
Financials	10.0%
Health Care	15.1%
Information Technology	16.2%
Consumer Discretionary	19.5%
Industrials	20.1%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Cloudflare, Inc.	10.0%
Royalty Pharma PLC	6.6%
Intercontinental Exchange, Inc.	6.0%
Rentokil Initial PLC	5.6%
American Tower Corp.	5.1%
Canadian National Railway Co.	4.7%
Babcock International Group PLC	4.6%
Eurofins Scientific SE	4.0%
Danaher Corp.	3.9%
On Holding AG	3.6%
Total	54.1%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MGKQX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Real Estate Portfolio 

Class A  MRLBX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Real Estate Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$57	1.15%

Key Fund Statistics

Total Net Assets	$37,612,464
# of Portfolio Holdings	79
Portfolio Turnover Rate	27%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.7%
Consumer Discretionary	0.9%
Health Care	2.0%
Real Estate	40.5%
Financials	55.9%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Welltower, Inc.	6.6%
Equinix, Inc.	5.5%
AvalonBay Communities, Inc.	4.7%
Prologis, Inc.	4.5%
Digital Realty Trust, Inc.	3.9%
Goodman Group	3.6%
Public Storage	3.5%
Simon Property Group, Inc.	3.4%
Extra Space Storage, Inc.	2.7%
American Homes 4 Rent	2.6%
Total	41.0%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MRLBX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Real Estate Portfolio 

Class C  MSRDX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Real Estate Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$94	1.90%

Key Fund Statistics

Total Net Assets	$37,612,464
# of Portfolio Holdings	79
Portfolio Turnover Rate	27%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.7%
Consumer Discretionary	0.9%
Health Care	2.0%
Real Estate	40.5%
Financials	55.9%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Welltower, Inc.	6.6%
Equinix, Inc.	5.5%
AvalonBay Communities, Inc.	4.7%
Prologis, Inc.	4.5%
Digital Realty Trust, Inc.	3.9%
Goodman Group	3.6%
Public Storage	3.5%
Simon Property Group, Inc.	3.4%
Extra Space Storage, Inc.	2.7%
American Homes 4 Rent	2.6%
Total	41.0%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSRDX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Real Estate Portfolio 

Class I  MRLAX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Real Estate Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$40	0.80%

Key Fund Statistics

Total Net Assets	$37,612,464
# of Portfolio Holdings	79
Portfolio Turnover Rate	27%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.7%
Consumer Discretionary	0.9%
Health Care	2.0%
Real Estate	40.5%
Financials	55.9%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Welltower, Inc.	6.6%
Equinix, Inc.	5.5%
AvalonBay Communities, Inc.	4.7%
Prologis, Inc.	4.5%
Digital Realty Trust, Inc.	3.9%
Goodman Group	3.6%
Public Storage	3.5%
Simon Property Group, Inc.	3.4%
Extra Space Storage, Inc.	2.7%
American Homes 4 Rent	2.6%
Total	41.0%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MRLAX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Real Estate Portfolio 

Class IR  MRLEX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Real Estate Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class IR	$37	0.75%

Key Fund Statistics

Total Net Assets	$37,612,464
# of Portfolio Holdings	79
Portfolio Turnover Rate	27%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.7%
Consumer Discretionary	0.9%
Health Care	2.0%
Real Estate	40.5%
Financials	55.9%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Welltower, Inc.	6.6%
Equinix, Inc.	5.5%
AvalonBay Communities, Inc.	4.7%
Prologis, Inc.	4.5%
Digital Realty Trust, Inc.	3.9%
Goodman Group	3.6%
Public Storage	3.5%
Simon Property Group, Inc.	3.4%
Extra Space Storage, Inc.	2.7%
American Homes 4 Rent	2.6%
Total	41.0%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MRLEX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Real Estate Portfolio 

Class L  MGRLX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Real Estate Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class L	$82	1.65%

Key Fund Statistics

Total Net Assets	$37,612,464
# of Portfolio Holdings	79
Portfolio Turnover Rate	27%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.7%
Consumer Discretionary	0.9%
Health Care	2.0%
Real Estate	40.5%
Financials	55.9%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Welltower, Inc.	6.6%
Equinix, Inc.	5.5%
AvalonBay Communities, Inc.	4.7%
Prologis, Inc.	4.5%
Digital Realty Trust, Inc.	3.9%
Goodman Group	3.6%
Public Storage	3.5%
Simon Property Group, Inc.	3.4%
Extra Space Storage, Inc.	2.7%
American Homes 4 Rent	2.6%
Total	41.0%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MGRLX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Real Estate Portfolio 

Class R6  MGREX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Real Estate Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$37	0.75%

Key Fund Statistics

Total Net Assets	$37,612,464
# of Portfolio Holdings	79
Portfolio Turnover Rate	27%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.7%
Consumer Discretionary	0.9%
Health Care	2.0%
Real Estate	40.5%
Financials	55.9%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Welltower, Inc.	6.6%
Equinix, Inc.	5.5%
AvalonBay Communities, Inc.	4.7%
Prologis, Inc.	4.5%
Digital Realty Trust, Inc.	3.9%
Goodman Group	3.6%
Public Storage	3.5%
Simon Property Group, Inc.	3.4%
Extra Space Storage, Inc.	2.7%
American Homes 4 Rent	2.6%
Total	41.0%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MGREX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Stars Portfolio 

(formerly, Global Sustain Portfolio)

Class A  MGQAX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Stars Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$64	1.24%

Key Fund Statistics

Total Net Assets	$87,614,631
# of Portfolio Holdings	34
Portfolio Turnover Rate	49%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Consumer Staples	1.5%
Short-Term Investments	3.7%
Consumer Discretionary	4.9%
Industrials	8.5%
Communication Services	12.4%
Health Care	15.2%
Financials	15.5%
Information Technology	38.3%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

SAP SE	7.0%
Visa, Inc.	6.2%
Alphabet, Inc.	6.1%
Microsoft Corp.	5.9%
Intercontinental Exchange, Inc.	3.9%
UnitedHealth Group, Inc.	3.3%
Thermo Fisher Scientific, Inc.	3.2%
Aon PLC	3.1%
Constellation Software, Inc.	3.0%
Arthur J Gallagher & Co.	3.0%
Total	44.7%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MGQAX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Stars Portfolio 

(formerly, Global Sustain Portfolio)

Class C  MSGQX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Stars Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$101	1.98%

Key Fund Statistics

Total Net Assets	$87,614,631
# of Portfolio Holdings	34
Portfolio Turnover Rate	49%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Consumer Staples	1.5%
Short-Term Investments	3.7%
Consumer Discretionary	4.9%
Industrials	8.5%
Communication Services	12.4%
Health Care	15.2%
Financials	15.5%
Information Technology	38.3%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

SAP SE	7.0%
Visa, Inc.	6.2%
Alphabet, Inc.	6.1%
Microsoft Corp.	5.9%
Intercontinental Exchange, Inc.	3.9%
UnitedHealth Group, Inc.	3.3%
Thermo Fisher Scientific, Inc.	3.2%
Aon PLC	3.1%
Constellation Software, Inc.	3.0%
Arthur J Gallagher & Co.	3.0%
Total	44.7%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSGQX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Stars Portfolio 

(formerly, Global Sustain Portfolio)

Class I  MGQIX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Stars Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$46	0.90%

Key Fund Statistics

Total Net Assets	$87,614,631
# of Portfolio Holdings	34
Portfolio Turnover Rate	49%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Consumer Staples	1.5%
Short-Term Investments	3.7%
Consumer Discretionary	4.9%
Industrials	8.5%
Communication Services	12.4%
Health Care	15.2%
Financials	15.5%
Information Technology	38.3%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

SAP SE	7.0%
Visa, Inc.	6.2%
Alphabet, Inc.	6.1%
Microsoft Corp.	5.9%
Intercontinental Exchange, Inc.	3.9%
UnitedHealth Group, Inc.	3.3%
Thermo Fisher Scientific, Inc.	3.2%
Aon PLC	3.1%
Constellation Software, Inc.	3.0%
Arthur J Gallagher & Co.	3.0%
Total	44.7%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MGQIX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Stars Portfolio 

(formerly, Global Sustain Portfolio)

Class L  MGQLX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Stars Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class L	$90	1.75%

Key Fund Statistics

Total Net Assets	$87,614,631
# of Portfolio Holdings	34
Portfolio Turnover Rate	49%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Consumer Staples	1.5%
Short-Term Investments	3.7%
Consumer Discretionary	4.9%
Industrials	8.5%
Communication Services	12.4%
Health Care	15.2%
Financials	15.5%
Information Technology	38.3%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

SAP SE	7.0%
Visa, Inc.	6.2%
Alphabet, Inc.	6.1%
Microsoft Corp.	5.9%
Intercontinental Exchange, Inc.	3.9%
UnitedHealth Group, Inc.	3.3%
Thermo Fisher Scientific, Inc.	3.2%
Aon PLC	3.1%
Constellation Software, Inc.	3.0%
Arthur J Gallagher & Co.	3.0%
Total	44.7%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MGQLX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Global Stars Portfolio 

(formerly, Global Sustain Portfolio)

Class R6  MGQSX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Global Stars Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$44	0.85%

Key Fund Statistics

Total Net Assets	$87,614,631
# of Portfolio Holdings	34
Portfolio Turnover Rate	49%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Consumer Staples	1.5%
Short-Term Investments	3.7%
Consumer Discretionary	4.9%
Industrials	8.5%
Communication Services	12.4%
Health Care	15.2%
Financials	15.5%
Information Technology	38.3%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

SAP SE	7.0%
Visa, Inc.	6.2%
Alphabet, Inc.	6.1%
Microsoft Corp.	5.9%
Intercontinental Exchange, Inc.	3.9%
UnitedHealth Group, Inc.	3.3%
Thermo Fisher Scientific, Inc.	3.2%
Aon PLC	3.1%
Constellation Software, Inc.	3.0%
Arthur J Gallagher & Co.	3.0%
Total	44.7%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MGQSX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Growth Portfolio 

Class A  MSEGX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Growth Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$43	0.86%

Key Fund Statistics

Total Net Assets	$3,555,420,179
# of Portfolio Holdings	39
Portfolio Turnover Rate	15%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.8%
Real Estate	1.0%
Investment Companies	2.5%
Industrials	3.8%
Health Care	8.3%
Financials	11.3%
Communication Services	12.7%
Consumer Discretionary	28.4%
Information Technology	31.2%

Top Ten Holdings (% of total investments)

Cloudflare, Inc.	9.5%
Trade Desk, Inc.	7.7%
DoorDash, Inc.	7.3%
Tesla, Inc.	6.2%
Shopify, Inc.	6.2%
ROBLOX Corp.	5.0%
Snowflake, Inc.	4.9%
Airbnb, Inc.	4.8%
Affirm Holdings, Inc.	4.8%
Royalty Pharma PLC	4.6%
Total	61.0%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSEGX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Growth Portfolio 

Class C  MSGUX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Growth Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$80	1.61%

Key Fund Statistics

Total Net Assets	$3,555,420,179
# of Portfolio Holdings	39
Portfolio Turnover Rate	15%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.8%
Real Estate	1.0%
Investment Companies	2.5%
Industrials	3.8%
Health Care	8.3%
Financials	11.3%
Communication Services	12.7%
Consumer Discretionary	28.4%
Information Technology	31.2%

Top Ten Holdings (% of total investments)

Cloudflare, Inc.	9.5%
Trade Desk, Inc.	7.7%
DoorDash, Inc.	7.3%
Tesla, Inc.	6.2%
Shopify, Inc.	6.2%
ROBLOX Corp.	5.0%
Snowflake, Inc.	4.9%
Airbnb, Inc.	4.8%
Affirm Holdings, Inc.	4.8%
Royalty Pharma PLC	4.6%
Total	61.0%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSGUX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Growth Portfolio 

Class I  MSEQX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Growth Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$31	0.62%

Key Fund Statistics

Total Net Assets	$3,555,420,179
# of Portfolio Holdings	39
Portfolio Turnover Rate	15%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.8%
Real Estate	1.0%
Investment Companies	2.5%
Industrials	3.8%
Health Care	8.3%
Financials	11.3%
Communication Services	12.7%
Consumer Discretionary	28.4%
Information Technology	31.2%

Top Ten Holdings (% of total investments)

Cloudflare, Inc.	9.5%
Trade Desk, Inc.	7.7%
DoorDash, Inc.	7.3%
Tesla, Inc.	6.2%
Shopify, Inc.	6.2%
ROBLOX Corp.	5.0%
Snowflake, Inc.	4.9%
Airbnb, Inc.	4.8%
Affirm Holdings, Inc.	4.8%
Royalty Pharma PLC	4.6%
Total	61.0%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSEQX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Growth Portfolio 

Class IR  MGHRX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Growth Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class IR	$25	0.51%

Key Fund Statistics

Total Net Assets	$3,555,420,179
# of Portfolio Holdings	39
Portfolio Turnover Rate	15%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.8%
Real Estate	1.0%
Investment Companies	2.5%
Industrials	3.8%
Health Care	8.3%
Financials	11.3%
Communication Services	12.7%
Consumer Discretionary	28.4%
Information Technology	31.2%

Top Ten Holdings (% of total investments)

Cloudflare, Inc.	9.5%
Trade Desk, Inc.	7.7%
DoorDash, Inc.	7.3%
Tesla, Inc.	6.2%
Shopify, Inc.	6.2%
ROBLOX Corp.	5.0%
Snowflake, Inc.	4.9%
Airbnb, Inc.	4.8%
Affirm Holdings, Inc.	4.8%
Royalty Pharma PLC	4.6%
Total	61.0%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MGHRX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Growth Portfolio 

Class L  MSHLX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Growth Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class L	$67	1.35%

Key Fund Statistics

Total Net Assets	$3,555,420,179
# of Portfolio Holdings	39
Portfolio Turnover Rate	15%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.8%
Real Estate	1.0%
Investment Companies	2.5%
Industrials	3.8%
Health Care	8.3%
Financials	11.3%
Communication Services	12.7%
Consumer Discretionary	28.4%
Information Technology	31.2%

Top Ten Holdings (% of total investments)

Cloudflare, Inc.	9.5%
Trade Desk, Inc.	7.7%
DoorDash, Inc.	7.3%
Tesla, Inc.	6.2%
Shopify, Inc.	6.2%
ROBLOX Corp.	5.0%
Snowflake, Inc.	4.9%
Airbnb, Inc.	4.8%
Affirm Holdings, Inc.	4.8%
Royalty Pharma PLC	4.6%
Total	61.0%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSHLX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Growth Portfolio 

Class R6  MGRPX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Growth Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$25	0.51%

Key Fund Statistics

Total Net Assets	$3,555,420,179
# of Portfolio Holdings	39
Portfolio Turnover Rate	15%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.8%
Real Estate	1.0%
Investment Companies	2.5%
Industrials	3.8%
Health Care	8.3%
Financials	11.3%
Communication Services	12.7%
Consumer Discretionary	28.4%
Information Technology	31.2%

Top Ten Holdings (% of total investments)

Cloudflare, Inc.	9.5%
Trade Desk, Inc.	7.7%
DoorDash, Inc.	7.3%
Tesla, Inc.	6.2%
Shopify, Inc.	6.2%
ROBLOX Corp.	5.0%
Snowflake, Inc.	4.9%
Airbnb, Inc.	4.8%
Affirm Holdings, Inc.	4.8%
Royalty Pharma PLC	4.6%
Total	61.0%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MGRPX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Inception Portfolio 

Class A  MSSMX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Inception Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$60	1.27%

Key Fund Statistics

Total Net Assets	$325,741,401
# of Portfolio Holdings	52
Portfolio Turnover Rate	59%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Materials	0.3%
Industrials	0.5%
Real Estate	0.9%
Investment Companies	2.6%
Short-Term Investments	2.9%
Consumer Staples	3.1%
Communication Services	4.9%
Financials	7.2%
Health Care	21.7%
Consumer Discretionary	24.2%
Information Technology	31.7%

Top Ten Holdings (% of total investments)

Cloudflare, Inc.	10.0%
Global-e Online Ltd.	7.3%
Chewy, Inc.	6.6%
Agilon Health, Inc.	6.0%
Bill Holdings, Inc.	5.2%
Appian Corp.	4.9%
Affirm Holdings, Inc.	4.8%
Peloton Interactive, Inc.	4.1%
ZoomInfo Technologies, Inc.	3.6%
Wayfair, Inc.	3.3%
Total	55.8%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSSMX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Inception Portfolio 

Class C  MSCOX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Inception Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$99	2.09%

Key Fund Statistics

Total Net Assets	$325,741,401
# of Portfolio Holdings	52
Portfolio Turnover Rate	59%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Materials	0.3%
Industrials	0.5%
Real Estate	0.9%
Investment Companies	2.6%
Short-Term Investments	2.9%
Consumer Staples	3.1%
Communication Services	4.9%
Financials	7.2%
Health Care	21.7%
Consumer Discretionary	24.2%
Information Technology	31.7%

Top Ten Holdings (% of total investments)

Cloudflare, Inc.	10.0%
Global-e Online Ltd.	7.3%
Chewy, Inc.	6.6%
Agilon Health, Inc.	6.0%
Bill Holdings, Inc.	5.2%
Appian Corp.	4.9%
Affirm Holdings, Inc.	4.8%
Peloton Interactive, Inc.	4.1%
ZoomInfo Technologies, Inc.	3.6%
Wayfair, Inc.	3.3%
Total	55.8%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSCOX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Inception Portfolio 

Class I  MSSGX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Inception Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$44	0.93%

Key Fund Statistics

Total Net Assets	$325,741,401
# of Portfolio Holdings	52
Portfolio Turnover Rate	59%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Materials	0.3%
Industrials	0.5%
Real Estate	0.9%
Investment Companies	2.6%
Short-Term Investments	2.9%
Consumer Staples	3.1%
Communication Services	4.9%
Financials	7.2%
Health Care	21.7%
Consumer Discretionary	24.2%
Information Technology	31.7%

Top Ten Holdings (% of total investments)

Cloudflare, Inc.	10.0%
Global-e Online Ltd.	7.3%
Chewy, Inc.	6.6%
Agilon Health, Inc.	6.0%
Bill Holdings, Inc.	5.2%
Appian Corp.	4.9%
Affirm Holdings, Inc.	4.8%
Peloton Interactive, Inc.	4.1%
ZoomInfo Technologies, Inc.	3.6%
Wayfair, Inc.	3.3%
Total	55.8%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSSGX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Inception Portfolio 

Class L  MSSLX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Inception Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class L	$87	1.84%

Key Fund Statistics

Total Net Assets	$325,741,401
# of Portfolio Holdings	52
Portfolio Turnover Rate	59%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Materials	0.3%
Industrials	0.5%
Real Estate	0.9%
Investment Companies	2.6%
Short-Term Investments	2.9%
Consumer Staples	3.1%
Communication Services	4.9%
Financials	7.2%
Health Care	21.7%
Consumer Discretionary	24.2%
Information Technology	31.7%

Top Ten Holdings (% of total investments)

Cloudflare, Inc.	10.0%
Global-e Online Ltd.	7.3%
Chewy, Inc.	6.6%
Agilon Health, Inc.	6.0%
Bill Holdings, Inc.	5.2%
Appian Corp.	4.9%
Affirm Holdings, Inc.	4.8%
Peloton Interactive, Inc.	4.1%
ZoomInfo Technologies, Inc.	3.6%
Wayfair, Inc.	3.3%
Total	55.8%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSSLX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Inception Portfolio 

Class R6  MFLLX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Inception Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$44	0.93%

Key Fund Statistics

Total Net Assets	$325,741,401
# of Portfolio Holdings	52
Portfolio Turnover Rate	59%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Materials	0.3%
Industrials	0.5%
Real Estate	0.9%
Investment Companies	2.6%
Short-Term Investments	2.9%
Consumer Staples	3.1%
Communication Services	4.9%
Financials	7.2%
Health Care	21.7%
Consumer Discretionary	24.2%
Information Technology	31.7%

Top Ten Holdings (% of total investments)

Cloudflare, Inc.	10.0%
Global-e Online Ltd.	7.3%
Chewy, Inc.	6.6%
Agilon Health, Inc.	6.0%
Bill Holdings, Inc.	5.2%
Appian Corp.	4.9%
Affirm Holdings, Inc.	4.8%
Peloton Interactive, Inc.	4.1%
ZoomInfo Technologies, Inc.	3.6%
Wayfair, Inc.	3.3%
Total	55.8%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MFLLX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - International Advantage Portfolio 

Class A  MFAPX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - International Advantage Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$65	1.29%

Key Fund Statistics

Total Net Assets	$2,983,124,503
# of Portfolio Holdings	34
Portfolio Turnover Rate	13%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
Hong Kong	2.0%
Sweden	2.7%
United Kingdom	4.6%
Japan	5.1%
Taiwan	5.3%
Switzerland	6.7%
Italy	7.0%
India	8.1%
Netherlands	8.9%
Denmark	9.0%
United States	12.6%
Canada	13.3%
France	14.7%

Top Ten Holdings (% of total investments)

Hermes International	8.5%
DSV AS	7.0%
Moncler SpA	6.4%
ASML Holding NV	6.1%
Taiwan Semiconductor Manufacturing Co. Ltd.	5.3%
Keyence Corp.	5.1%
MercadoLibre, Inc.	4.9%
Spotify Technology SA	4.3%
Straumann Holding AG	3.9%
Canadian Pacific Kansas City Ltd.	3.7%
Total	55.2%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MFAPX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - International Advantage Portfolio 

Class C  MSIAX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - International Advantage Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$101	2.01%

Key Fund Statistics

Total Net Assets	$2,983,124,503
# of Portfolio Holdings	34
Portfolio Turnover Rate	13%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
Hong Kong	2.0%
Sweden	2.7%
United Kingdom	4.6%
Japan	5.1%
Taiwan	5.3%
Switzerland	6.7%
Italy	7.0%
India	8.1%
Netherlands	8.9%
Denmark	9.0%
United States	12.6%
Canada	13.3%
France	14.7%

Top Ten Holdings (% of total investments)

Hermes International	8.5%
DSV AS	7.0%
Moncler SpA	6.4%
ASML Holding NV	6.1%
Taiwan Semiconductor Manufacturing Co. Ltd.	5.3%
Keyence Corp.	5.1%
MercadoLibre, Inc.	4.9%
Spotify Technology SA	4.3%
Straumann Holding AG	3.9%
Canadian Pacific Kansas City Ltd.	3.7%
Total	55.2%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSIAX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - International Advantage Portfolio 

Class I  MFAIX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - International Advantage Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$50	0.99%

Key Fund Statistics

Total Net Assets	$2,983,124,503
# of Portfolio Holdings	34
Portfolio Turnover Rate	13%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
Hong Kong	2.0%
Sweden	2.7%
United Kingdom	4.6%
Japan	5.1%
Taiwan	5.3%
Switzerland	6.7%
Italy	7.0%
India	8.1%
Netherlands	8.9%
Denmark	9.0%
United States	12.6%
Canada	13.3%
France	14.7%

Top Ten Holdings (% of total investments)

Hermes International	8.5%
DSV AS	7.0%
Moncler SpA	6.4%
ASML Holding NV	6.1%
Taiwan Semiconductor Manufacturing Co. Ltd.	5.3%
Keyence Corp.	5.1%
MercadoLibre, Inc.	4.9%
Spotify Technology SA	4.3%
Straumann Holding AG	3.9%
Canadian Pacific Kansas City Ltd.	3.7%
Total	55.2%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MFAIX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - International Advantage Portfolio 

Class L  MSALX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - International Advantage Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class L	$93	1.85%

Key Fund Statistics

Total Net Assets	$2,983,124,503
# of Portfolio Holdings	34
Portfolio Turnover Rate	13%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
Hong Kong	2.0%
Sweden	2.7%
United Kingdom	4.6%
Japan	5.1%
Taiwan	5.3%
Switzerland	6.7%
Italy	7.0%
India	8.1%
Netherlands	8.9%
Denmark	9.0%
United States	12.6%
Canada	13.3%
France	14.7%

Top Ten Holdings (% of total investments)

Hermes International	8.5%
DSV AS	7.0%
Moncler SpA	6.4%
ASML Holding NV	6.1%
Taiwan Semiconductor Manufacturing Co. Ltd.	5.3%
Keyence Corp.	5.1%
MercadoLibre, Inc.	4.9%
Spotify Technology SA	4.3%
Straumann Holding AG	3.9%
Canadian Pacific Kansas City Ltd.	3.7%
Total	55.2%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSALX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - International Advantage Portfolio 

Class R6  IDVSX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - International Advantage Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$45	0.89%

Key Fund Statistics

Total Net Assets	$2,983,124,503
# of Portfolio Holdings	34
Portfolio Turnover Rate	13%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
Hong Kong	2.0%
Sweden	2.7%
United Kingdom	4.6%
Japan	5.1%
Taiwan	5.3%
Switzerland	6.7%
Italy	7.0%
India	8.1%
Netherlands	8.9%
Denmark	9.0%
United States	12.6%
Canada	13.3%
France	14.7%

Top Ten Holdings (% of total investments)

Hermes International	8.5%
DSV AS	7.0%
Moncler SpA	6.4%
ASML Holding NV	6.1%
Taiwan Semiconductor Manufacturing Co. Ltd.	5.3%
Keyence Corp.	5.1%
MercadoLibre, Inc.	4.9%
Spotify Technology SA	4.3%
Straumann Holding AG	3.9%
Canadian Pacific Kansas City Ltd.	3.7%
Total	55.2%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

IDVSX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - International Equity Portfolio 

Class A  MIQBX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - International Equity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$64	1.27%

Key Fund Statistics

Total Net Assets	$1,304,075,475
# of Portfolio Holdings	64
Portfolio Turnover Rate	22%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.9%
Belgium	1.2%
United States	1.2%
Australia	1.2%
Hong Kong	1.7%
Italy	1.8%
Taiwan	1.9%
Korea, Republic Of	1.9%
Singapore	1.9%
Finland	2.2%
Denmark	4.1%
Netherlands	4.0%
Switzerland	4.4%
Japan	5.3%
Sweden	5.6%
Canada	6.2%
France	12.0%
Germany	12.4%
United Kingdom	30.1%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)

SAP SE	3.5%
Shell PLC	3.0%
Constellation Software, Inc.	3.0%
AstraZeneca PLC	2.9%
RELX PLC	2.8%
Halma PLC	2.4%
BP PLC	2.4%
QIAGEN NV	2.4%
Infineon Technologies AG	2.2%
Haleon PLC	2.2%
Total	26.8%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MIQBX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - International Equity Portfolio 

Class C  MSECX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - International Equity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$104	2.05%

Key Fund Statistics

Total Net Assets	$1,304,075,475
# of Portfolio Holdings	64
Portfolio Turnover Rate	22%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.9%
Belgium	1.2%
United States	1.2%
Australia	1.2%
Hong Kong	1.7%
Italy	1.8%
Taiwan	1.9%
Korea, Republic Of	1.9%
Singapore	1.9%
Finland	2.2%
Denmark	4.1%
Netherlands	4.0%
Switzerland	4.4%
Japan	5.3%
Sweden	5.6%
Canada	6.2%
France	12.0%
Germany	12.4%
United Kingdom	30.1%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)

SAP SE	3.5%
Shell PLC	3.0%
Constellation Software, Inc.	3.0%
AstraZeneca PLC	2.9%
RELX PLC	2.8%
Halma PLC	2.4%
BP PLC	2.4%
QIAGEN NV	2.4%
Infineon Technologies AG	2.2%
Haleon PLC	2.2%
Total	26.8%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSECX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - International Equity Portfolio 

Class I  MSIQX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - International Equity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$48	0.95%

Key Fund Statistics

Total Net Assets	$1,304,075,475
# of Portfolio Holdings	64
Portfolio Turnover Rate	22%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.9%
Belgium	1.2%
United States	1.2%
Australia	1.2%
Hong Kong	1.7%
Italy	1.8%
Taiwan	1.9%
Korea, Republic Of	1.9%
Singapore	1.9%
Finland	2.2%
Denmark	4.1%
Netherlands	4.0%
Switzerland	4.4%
Japan	5.3%
Sweden	5.6%
Canada	6.2%
France	12.0%
Germany	12.4%
United Kingdom	30.1%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)

SAP SE	3.5%
Shell PLC	3.0%
Constellation Software, Inc.	3.0%
AstraZeneca PLC	2.9%
RELX PLC	2.8%
Halma PLC	2.4%
BP PLC	2.4%
QIAGEN NV	2.4%
Infineon Technologies AG	2.2%
Haleon PLC	2.2%
Total	26.8%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSIQX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - International Equity Portfolio 

Class L  MSQLX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - International Equity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class L	$91	1.80%

Key Fund Statistics

Total Net Assets	$1,304,075,475
# of Portfolio Holdings	64
Portfolio Turnover Rate	22%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.9%
Belgium	1.2%
United States	1.2%
Australia	1.2%
Hong Kong	1.7%
Italy	1.8%
Taiwan	1.9%
Korea, Republic Of	1.9%
Singapore	1.9%
Finland	2.2%
Denmark	4.1%
Netherlands	4.0%
Switzerland	4.4%
Japan	5.3%
Sweden	5.6%
Canada	6.2%
France	12.0%
Germany	12.4%
United Kingdom	30.1%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)

SAP SE	3.5%
Shell PLC	3.0%
Constellation Software, Inc.	3.0%
AstraZeneca PLC	2.9%
RELX PLC	2.8%
Halma PLC	2.4%
BP PLC	2.4%
QIAGEN NV	2.4%
Infineon Technologies AG	2.2%
Haleon PLC	2.2%
Total	26.8%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSQLX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - International Equity Portfolio 

Class R6  MIQPX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - International Equity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$46	0.91%

Key Fund Statistics

Total Net Assets	$1,304,075,475
# of Portfolio Holdings	64
Portfolio Turnover Rate	22%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.9%
Belgium	1.2%
United States	1.2%
Australia	1.2%
Hong Kong	1.7%
Italy	1.8%
Taiwan	1.9%
Korea, Republic Of	1.9%
Singapore	1.9%
Finland	2.2%
Denmark	4.1%
Netherlands	4.0%
Switzerland	4.4%
Japan	5.3%
Sweden	5.6%
Canada	6.2%
France	12.0%
Germany	12.4%
United Kingdom	30.1%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)

SAP SE	3.5%
Shell PLC	3.0%
Constellation Software, Inc.	3.0%
AstraZeneca PLC	2.9%
RELX PLC	2.8%
Halma PLC	2.4%
BP PLC	2.4%
QIAGEN NV	2.4%
Infineon Technologies AG	2.2%
Haleon PLC	2.2%
Total	26.8%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MIQPX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - International Opportunity Portfolio 

Class A  MIOPX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - International Opportunity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$69	1.33%

Key Fund Statistics

Total Net Assets	$935,940,832
# of Portfolio Holdings	37
Portfolio Turnover Rate	7%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
Argentina	1.1%
United Kingdom	2.3%
Singapore	2.4%
Sweden	2.7%
Taiwan	3.5%
Switzerland	4.0%
Italy	4.3%
Brazil	4.3%
France	4.6%
Japan	4.8%
Denmark	5.3%
Canada	5.8%
Netherlands	5.9%
Korea, Republic Of	8.6%
India	12.7%
China	12.8%
United States	14.9%

Top Ten Holdings (% of total investments)

MercadoLibre, Inc.	6.5%
Coupang, Inc.	5.4%
DSV AS	5.3%
Spotify Technology SA	5.1%
Meituan	4.9%
Hermes International	4.6%
ICICI Bank Ltd.	4.4%
Trip.com Group Ltd.	4.3%
NU Holdings Ltd.	4.3%
Moncler SpA	4.3%
Total	49.1%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MIOPX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - International Opportunity Portfolio 

Class C  MSOCX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - International Opportunity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$107	2.07%

Key Fund Statistics

Total Net Assets	$935,940,832
# of Portfolio Holdings	37
Portfolio Turnover Rate	7%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
Argentina	1.1%
United Kingdom	2.3%
Singapore	2.4%
Sweden	2.7%
Taiwan	3.5%
Switzerland	4.0%
Italy	4.3%
Brazil	4.3%
France	4.6%
Japan	4.8%
Denmark	5.3%
Canada	5.8%
Netherlands	5.9%
Korea, Republic Of	8.6%
India	12.7%
China	12.8%
United States	14.9%

Top Ten Holdings (% of total investments)

MercadoLibre, Inc.	6.5%
Coupang, Inc.	5.4%
DSV AS	5.3%
Spotify Technology SA	5.1%
Meituan	4.9%
Hermes International	4.6%
ICICI Bank Ltd.	4.4%
Trip.com Group Ltd.	4.3%
NU Holdings Ltd.	4.3%
Moncler SpA	4.3%
Total	49.1%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSOCX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - International Opportunity Portfolio 

Class I  MIOIX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - International Opportunity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$52	1.00%

Key Fund Statistics

Total Net Assets	$935,940,832
# of Portfolio Holdings	37
Portfolio Turnover Rate	7%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
Argentina	1.1%
United Kingdom	2.3%
Singapore	2.4%
Sweden	2.7%
Taiwan	3.5%
Switzerland	4.0%
Italy	4.3%
Brazil	4.3%
France	4.6%
Japan	4.8%
Denmark	5.3%
Canada	5.8%
Netherlands	5.9%
Korea, Republic Of	8.6%
India	12.7%
China	12.8%
United States	14.9%

Top Ten Holdings (% of total investments)

MercadoLibre, Inc.	6.5%
Coupang, Inc.	5.4%
DSV AS	5.3%
Spotify Technology SA	5.1%
Meituan	4.9%
Hermes International	4.6%
ICICI Bank Ltd.	4.4%
Trip.com Group Ltd.	4.3%
NU Holdings Ltd.	4.3%
Moncler SpA	4.3%
Total	49.1%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MIOIX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - International Opportunity Portfolio 

Class IR  MRNPX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - International Opportunity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class IR	$49	0.94%

Key Fund Statistics

Total Net Assets	$935,940,832
# of Portfolio Holdings	37
Portfolio Turnover Rate	7%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
Argentina	1.1%
United Kingdom	2.3%
Singapore	2.4%
Sweden	2.7%
Taiwan	3.5%
Switzerland	4.0%
Italy	4.3%
Brazil	4.3%
France	4.6%
Japan	4.8%
Denmark	5.3%
Canada	5.8%
Netherlands	5.9%
Korea, Republic Of	8.6%
India	12.7%
China	12.8%
United States	14.9%

Top Ten Holdings (% of total investments)

MercadoLibre, Inc.	6.5%
Coupang, Inc.	5.4%
DSV AS	5.3%
Spotify Technology SA	5.1%
Meituan	4.9%
Hermes International	4.6%
ICICI Bank Ltd.	4.4%
Trip.com Group Ltd.	4.3%
NU Holdings Ltd.	4.3%
Moncler SpA	4.3%
Total	49.1%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MRNPX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - International Opportunity Portfolio 

Class L  MIOLX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - International Opportunity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class L	$96	1.85%

Key Fund Statistics

Total Net Assets	$935,940,832
# of Portfolio Holdings	37
Portfolio Turnover Rate	7%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
Argentina	1.1%
United Kingdom	2.3%
Singapore	2.4%
Sweden	2.7%
Taiwan	3.5%
Switzerland	4.0%
Italy	4.3%
Brazil	4.3%
France	4.6%
Japan	4.8%
Denmark	5.3%
Canada	5.8%
Netherlands	5.9%
Korea, Republic Of	8.6%
India	12.7%
China	12.8%
United States	14.9%

Top Ten Holdings (% of total investments)

MercadoLibre, Inc.	6.5%
Coupang, Inc.	5.4%
DSV AS	5.3%
Spotify Technology SA	5.1%
Meituan	4.9%
Hermes International	4.6%
ICICI Bank Ltd.	4.4%
Trip.com Group Ltd.	4.3%
NU Holdings Ltd.	4.3%
Moncler SpA	4.3%
Total	49.1%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MIOLX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - International Opportunity Portfolio 

Class R6  MNOPX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - International Opportunity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$49	0.94%

Key Fund Statistics

Total Net Assets	$935,940,832
# of Portfolio Holdings	37
Portfolio Turnover Rate	7%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
Argentina	1.1%
United Kingdom	2.3%
Singapore	2.4%
Sweden	2.7%
Taiwan	3.5%
Switzerland	4.0%
Italy	4.3%
Brazil	4.3%
France	4.6%
Japan	4.8%
Denmark	5.3%
Canada	5.8%
Netherlands	5.9%
Korea, Republic Of	8.6%
India	12.7%
China	12.8%
United States	14.9%

Top Ten Holdings (% of total investments)

MercadoLibre, Inc.	6.5%
Coupang, Inc.	5.4%
DSV AS	5.3%
Spotify Technology SA	5.1%
Meituan	4.9%
Hermes International	4.6%
ICICI Bank Ltd.	4.4%
Trip.com Group Ltd.	4.3%
NU Holdings Ltd.	4.3%
Moncler SpA	4.3%
Total	49.1%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MNOPX -TSR-SAR

Morgan Stanley Institutional Fund, Inc - International Resilience Portfolio 

Class A  MSDFX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc - International Resilience Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$61	1.20%

Key Fund Statistics

Total Net Assets	$1,829,245
# of Portfolio Holdings	40
Portfolio Turnover Rate	18%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
Australia	1.9%
Hong Kong	2.3%
Denmark	2.6%
Finland	2.7%
Italy	2.9%
Taiwan	3.0%
Switzerland	3.7%
Canada	3.8%
Japan	4.5%
Netherlands	5.0%
Sweden	7.2%
United States	9.7%
France	13.0%
Germany	16.5%
United Kingdom	21.2%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

SAP SE	5.5%
RELX PLC	4.3%
Constellation Software, Inc.	3.8%
Halma PLC	3.6%
Deutsche Boerse AG	3.6%
AstraZeneca PLC	3.3%
Haleon PLC	3.3%
Universal Music Group NV	3.1%
Hexagon AB	3.0%
QIAGEN NV	3.0%
Total	36.5%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSDFX -TSR-SAR

Morgan Stanley Institutional Fund, Inc - International Resilience Portfolio 

Class C  MSDEX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc - International Resilience Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$99	1.95%

Key Fund Statistics

Total Net Assets	$1,829,245
# of Portfolio Holdings	40
Portfolio Turnover Rate	18%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
Australia	1.9%
Hong Kong	2.3%
Denmark	2.6%
Finland	2.7%
Italy	2.9%
Taiwan	3.0%
Switzerland	3.7%
Canada	3.8%
Japan	4.5%
Netherlands	5.0%
Sweden	7.2%
United States	9.7%
France	13.0%
Germany	16.5%
United Kingdom	21.2%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

SAP SE	5.5%
RELX PLC	4.3%
Constellation Software, Inc.	3.8%
Halma PLC	3.6%
Deutsche Boerse AG	3.6%
AstraZeneca PLC	3.3%
Haleon PLC	3.3%
Universal Music Group NV	3.1%
Hexagon AB	3.0%
QIAGEN NV	3.0%
Total	36.5%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSDEX -TSR-SAR

Morgan Stanley Institutional Fund, Inc - International Resilience Portfolio 

Class I  MSDKX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc - International Resilience Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$43	0.85%

Key Fund Statistics

Total Net Assets	$1,829,245
# of Portfolio Holdings	40
Portfolio Turnover Rate	18%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
Australia	1.9%
Hong Kong	2.3%
Denmark	2.6%
Finland	2.7%
Italy	2.9%
Taiwan	3.0%
Switzerland	3.7%
Canada	3.8%
Japan	4.5%
Netherlands	5.0%
Sweden	7.2%
United States	9.7%
France	13.0%
Germany	16.5%
United Kingdom	21.2%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

SAP SE	5.5%
RELX PLC	4.3%
Constellation Software, Inc.	3.8%
Halma PLC	3.6%
Deutsche Boerse AG	3.6%
AstraZeneca PLC	3.3%
Haleon PLC	3.3%
Universal Music Group NV	3.1%
Hexagon AB	3.0%
QIAGEN NV	3.0%
Total	36.5%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSDKX -TSR-SAR

Morgan Stanley Institutional Fund, Inc - International Resilience Portfolio 

Class R6  MSCZX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc - International Resilience Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$41	0.80%

Key Fund Statistics

Total Net Assets	$1,829,245
# of Portfolio Holdings	40
Portfolio Turnover Rate	18%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
Australia	1.9%
Hong Kong	2.3%
Denmark	2.6%
Finland	2.7%
Italy	2.9%
Taiwan	3.0%
Switzerland	3.7%
Canada	3.8%
Japan	4.5%
Netherlands	5.0%
Sweden	7.2%
United States	9.7%
France	13.0%
Germany	16.5%
United Kingdom	21.2%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

SAP SE	5.5%
RELX PLC	4.3%
Constellation Software, Inc.	3.8%
Halma PLC	3.6%
Deutsche Boerse AG	3.6%
AstraZeneca PLC	3.3%
Haleon PLC	3.3%
Universal Music Group NV	3.1%
Hexagon AB	3.0%
QIAGEN NV	3.0%
Total	36.5%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSCZX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Multi-Asset Real Return Portfolio 

Class A  MRJAX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Multi-Asset Real Return Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$55	1.11%

Key Fund Statistics

Total Net Assets	$21,068,020
# of Portfolio Holdings	217
Portfolio Turnover Rate	151%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Industry Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	6.8%
Metals & Mining	6.5%
Oil, Gas & Consumable Fuels	6.9%
Short-Term Investments	12.6%
Sovereign	67.2%

Footnote	Description
Footnote1	Industries and/or investment types representing less than 5% of total investments.

Top Ten Holdings (% of total investments)

U.S. Treasury Notes	67.2%
Exxon Mobil Corp.	1.3%
Linde PLC	0.8%
Chevron Corp.	0.7%
Newmont Corp.	0.6%
Shell PLC	0.6%
BHP Group Ltd.	0.6%
Agnico Eagle Mines Ltd.	0.4%
Air Liquide SA	0.4%
Barrick Gold Corp.	0.4%
Total	73.0%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MRJAX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Multi-Asset Real Return Portfolio 

Class C  MRJCX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Multi-Asset Real Return Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$91	1.84%

Key Fund Statistics

Total Net Assets	$21,068,020
# of Portfolio Holdings	217
Portfolio Turnover Rate	151%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Industry Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	6.8%
Metals & Mining	6.5%
Oil, Gas & Consumable Fuels	6.9%
Short-Term Investments	12.6%
Sovereign	67.2%

Footnote	Description
Footnote1	Industries and/or investment types representing less than 5% of total investments.

Top Ten Holdings (% of total investments)

U.S. Treasury Notes	67.2%
Exxon Mobil Corp.	1.3%
Linde PLC	0.8%
Chevron Corp.	0.7%
Newmont Corp.	0.6%
Shell PLC	0.6%
BHP Group Ltd.	0.6%
Agnico Eagle Mines Ltd.	0.4%
Air Liquide SA	0.4%
Barrick Gold Corp.	0.4%
Total	73.0%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MRJCX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Multi-Asset Real Return Portfolio 

Class I  MRJIX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Multi-Asset Real Return Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$38	0.76%

Key Fund Statistics

Total Net Assets	$21,068,020
# of Portfolio Holdings	217
Portfolio Turnover Rate	151%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Industry Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	6.8%
Metals & Mining	6.5%
Oil, Gas & Consumable Fuels	6.9%
Short-Term Investments	12.6%
Sovereign	67.2%

Footnote	Description
Footnote1	Industries and/or investment types representing less than 5% of total investments.

Top Ten Holdings (% of total investments)

U.S. Treasury Notes	67.2%
Exxon Mobil Corp.	1.3%
Linde PLC	0.8%
Chevron Corp.	0.7%
Newmont Corp.	0.6%
Shell PLC	0.6%
BHP Group Ltd.	0.6%
Agnico Eagle Mines Ltd.	0.4%
Air Liquide SA	0.4%
Barrick Gold Corp.	0.4%
Total	73.0%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MRJIX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Multi-Asset Real Return Portfolio 

Class R6  MRJSX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Multi-Asset Real Return Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$35	0.71%

Key Fund Statistics

Total Net Assets	$21,068,020
# of Portfolio Holdings	217
Portfolio Turnover Rate	151%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Industry Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	6.8%
Metals & Mining	6.5%
Oil, Gas & Consumable Fuels	6.9%
Short-Term Investments	12.6%
Sovereign	67.2%

Footnote	Description
Footnote1	Industries and/or investment types representing less than 5% of total investments.

Top Ten Holdings (% of total investments)

U.S. Treasury Notes	67.2%
Exxon Mobil Corp.	1.3%
Linde PLC	0.8%
Chevron Corp.	0.7%
Newmont Corp.	0.6%
Shell PLC	0.6%
BHP Group Ltd.	0.6%
Agnico Eagle Mines Ltd.	0.4%
Air Liquide SA	0.4%
Barrick Gold Corp.	0.4%
Total	73.0%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MRJSX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Next Gen Emerging Markets Portfolio 

Class A  MFMPX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Next Gen Emerging Markets Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$81	1.60%

Key Fund Statistics

Total Net Assets	$27,264,238
# of Portfolio Holdings	41
Portfolio Turnover Rate	25%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.8%
South Africa	1.1%
United Kingdom	1.2%
United Arab Emirates	1.6%
Argentina	2.2%
Kenya	2.9%
Slovenia	3.1%
Bangladesh	3.3%
Turkey	3.4%
Egypt	3.7%
Pakistan	5.2%
Philippines	7.3%
Poland	7.3%
United States	9.3%
Kazakhstan	11.5%
Indonesia	13.6%
Vietnam	22.5%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)^{Footnote Referencea}

FPT Corp.	8.7%
Kaspi.KZ JSC	5.4%
MercadoLibre, Inc.	4.0%
Phu Nhuan Jewelry JSC	3.8%
Commercial International Bank - Egypt (CIB)	3.7%
11 bit studios SA	3.7%
Medikaloka Hermina Tbk. PT	3.6%
NAC Kazatomprom JSC	3.4%
Nova Ljubljanska Banka DD	3.1%
Century Pacific Food, Inc.	3.0%
Total	42.4%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MFMPX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Next Gen Emerging Markets Portfolio 

Class C  MSFEX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Next Gen Emerging Markets Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$119	2.35%

Key Fund Statistics

Total Net Assets	$27,264,238
# of Portfolio Holdings	41
Portfolio Turnover Rate	25%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.8%
South Africa	1.1%
United Kingdom	1.2%
United Arab Emirates	1.6%
Argentina	2.2%
Kenya	2.9%
Slovenia	3.1%
Bangladesh	3.3%
Turkey	3.4%
Egypt	3.7%
Pakistan	5.2%
Philippines	7.3%
Poland	7.3%
United States	9.3%
Kazakhstan	11.5%
Indonesia	13.6%
Vietnam	22.5%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)^{Footnote Referencea}

FPT Corp.	8.7%
Kaspi.KZ JSC	5.4%
MercadoLibre, Inc.	4.0%
Phu Nhuan Jewelry JSC	3.8%
Commercial International Bank - Egypt (CIB)	3.7%
11 bit studios SA	3.7%
Medikaloka Hermina Tbk. PT	3.6%
NAC Kazatomprom JSC	3.4%
Nova Ljubljanska Banka DD	3.1%
Century Pacific Food, Inc.	3.0%
Total	42.4%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSFEX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Next Gen Emerging Markets Portfolio 

Class I  MFMIX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Next Gen Emerging Markets Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$64	1.25%

Key Fund Statistics

Total Net Assets	$27,264,238
# of Portfolio Holdings	41
Portfolio Turnover Rate	25%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.8%
South Africa	1.1%
United Kingdom	1.2%
United Arab Emirates	1.6%
Argentina	2.2%
Kenya	2.9%
Slovenia	3.1%
Bangladesh	3.3%
Turkey	3.4%
Egypt	3.7%
Pakistan	5.2%
Philippines	7.3%
Poland	7.3%
United States	9.3%
Kazakhstan	11.5%
Indonesia	13.6%
Vietnam	22.5%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)^{Footnote Referencea}

FPT Corp.	8.7%
Kaspi.KZ JSC	5.4%
MercadoLibre, Inc.	4.0%
Phu Nhuan Jewelry JSC	3.8%
Commercial International Bank - Egypt (CIB)	3.7%
11 bit studios SA	3.7%
Medikaloka Hermina Tbk. PT	3.6%
NAC Kazatomprom JSC	3.4%
Nova Ljubljanska Banka DD	3.1%
Century Pacific Food, Inc.	3.0%
Total	42.4%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MFMIX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Next Gen Emerging Markets Portfolio 

Class L  MFMLX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Next Gen Emerging Markets Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class L	$107	2.10%

Key Fund Statistics

Total Net Assets	$27,264,238
# of Portfolio Holdings	41
Portfolio Turnover Rate	25%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.8%
South Africa	1.1%
United Kingdom	1.2%
United Arab Emirates	1.6%
Argentina	2.2%
Kenya	2.9%
Slovenia	3.1%
Bangladesh	3.3%
Turkey	3.4%
Egypt	3.7%
Pakistan	5.2%
Philippines	7.3%
Poland	7.3%
United States	9.3%
Kazakhstan	11.5%
Indonesia	13.6%
Vietnam	22.5%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)^{Footnote Referencea}

FPT Corp.	8.7%
Kaspi.KZ JSC	5.4%
MercadoLibre, Inc.	4.0%
Phu Nhuan Jewelry JSC	3.8%
Commercial International Bank - Egypt (CIB)	3.7%
11 bit studios SA	3.7%
Medikaloka Hermina Tbk. PT	3.6%
NAC Kazatomprom JSC	3.4%
Nova Ljubljanska Banka DD	3.1%
Century Pacific Food, Inc.	3.0%
Total	42.4%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MFMLX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Next Gen Emerging Markets Portfolio 

Class R6  MSRFX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Next Gen Emerging Markets Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$61	1.20%

Key Fund Statistics

Total Net Assets	$27,264,238
# of Portfolio Holdings	41
Portfolio Turnover Rate	25%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.8%
South Africa	1.1%
United Kingdom	1.2%
United Arab Emirates	1.6%
Argentina	2.2%
Kenya	2.9%
Slovenia	3.1%
Bangladesh	3.3%
Turkey	3.4%
Egypt	3.7%
Pakistan	5.2%
Philippines	7.3%
Poland	7.3%
United States	9.3%
Kazakhstan	11.5%
Indonesia	13.6%
Vietnam	22.5%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)^{Footnote Referencea}

FPT Corp.	8.7%
Kaspi.KZ JSC	5.4%
MercadoLibre, Inc.	4.0%
Phu Nhuan Jewelry JSC	3.8%
Commercial International Bank - Egypt (CIB)	3.7%
11 bit studios SA	3.7%
Medikaloka Hermina Tbk. PT	3.6%
NAC Kazatomprom JSC	3.4%
Nova Ljubljanska Banka DD	3.1%
Century Pacific Food, Inc.	3.0%
Total	42.4%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSRFX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Passport Overseas Equity Portfolio 

Class A  MSIBX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Passport Overseas Equity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$62	1.19%

Key Fund Statistics

Total Net Assets	$159,816,612
# of Portfolio Holdings	69
Portfolio Turnover Rate	8%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.7%
Norway	1.1%
Israel	1.2%
Denmark	2.6%
Ireland	2.6%
Singapore	3.4%
South Africa	3.5%
Netherlands	4.3%
Canada	4.6%
Argentina	5.0%
China	5.0%
Taiwan	5.2%
India	5.9%
United States	5.8%
Germany	6.1%
Korea, Republic Of	7.0%
Japan	8.4%
France	9.9%
United Kingdom	17.7%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)

Taiwan Semiconductor Manufacturing Co. Ltd.	5.2%
Despegar.com Corp.	5.0%
Samsung Electronics Co. Ltd.	4.2%
Unilever PLC	4.1%
Glencore PLC	3.7%
Alibaba Group Holding Ltd.	3.5%
Sea Ltd.	3.4%
AstraZeneca PLC	3.2%
Linde PLC	3.0%
Novo Nordisk AS	2.6%
Total	37.9%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSIBX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Passport Overseas Equity Portfolio 

Class C  MSAAX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Passport Overseas Equity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$104	2.00%

Key Fund Statistics

Total Net Assets	$159,816,612
# of Portfolio Holdings	69
Portfolio Turnover Rate	8%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.7%
Norway	1.1%
Israel	1.2%
Denmark	2.6%
Ireland	2.6%
Singapore	3.4%
South Africa	3.5%
Netherlands	4.3%
Canada	4.6%
Argentina	5.0%
China	5.0%
Taiwan	5.2%
India	5.9%
United States	5.8%
Germany	6.1%
Korea, Republic Of	7.0%
Japan	8.4%
France	9.9%
United Kingdom	17.7%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)

Taiwan Semiconductor Manufacturing Co. Ltd.	5.2%
Despegar.com Corp.	5.0%
Samsung Electronics Co. Ltd.	4.2%
Unilever PLC	4.1%
Glencore PLC	3.7%
Alibaba Group Holding Ltd.	3.5%
Sea Ltd.	3.4%
AstraZeneca PLC	3.2%
Linde PLC	3.0%
Novo Nordisk AS	2.6%
Total	37.9%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSAAX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Passport Overseas Equity Portfolio 

Class I  MSACX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Passport Overseas Equity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$47	0.90%

Key Fund Statistics

Total Net Assets	$159,816,612
# of Portfolio Holdings	69
Portfolio Turnover Rate	8%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.7%
Norway	1.1%
Israel	1.2%
Denmark	2.6%
Ireland	2.6%
Singapore	3.4%
South Africa	3.5%
Netherlands	4.3%
Canada	4.6%
Argentina	5.0%
China	5.0%
Taiwan	5.2%
India	5.9%
United States	5.8%
Germany	6.1%
Korea, Republic Of	7.0%
Japan	8.4%
France	9.9%
United Kingdom	17.7%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)

Taiwan Semiconductor Manufacturing Co. Ltd.	5.2%
Despegar.com Corp.	5.0%
Samsung Electronics Co. Ltd.	4.2%
Unilever PLC	4.1%
Glencore PLC	3.7%
Alibaba Group Holding Ltd.	3.5%
Sea Ltd.	3.4%
AstraZeneca PLC	3.2%
Linde PLC	3.0%
Novo Nordisk AS	2.6%
Total	37.9%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSACX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Passport Overseas Equity Portfolio 

Class IR  MAIHX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Passport Overseas Equity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class IR	$44	0.85%

Key Fund Statistics

Total Net Assets	$159,816,612
# of Portfolio Holdings	69
Portfolio Turnover Rate	8%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.7%
Norway	1.1%
Israel	1.2%
Denmark	2.6%
Ireland	2.6%
Singapore	3.4%
South Africa	3.5%
Netherlands	4.3%
Canada	4.6%
Argentina	5.0%
China	5.0%
Taiwan	5.2%
India	5.9%
United States	5.8%
Germany	6.1%
Korea, Republic Of	7.0%
Japan	8.4%
France	9.9%
United Kingdom	17.7%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)

Taiwan Semiconductor Manufacturing Co. Ltd.	5.2%
Despegar.com Corp.	5.0%
Samsung Electronics Co. Ltd.	4.2%
Unilever PLC	4.1%
Glencore PLC	3.7%
Alibaba Group Holding Ltd.	3.5%
Sea Ltd.	3.4%
AstraZeneca PLC	3.2%
Linde PLC	3.0%
Novo Nordisk AS	2.6%
Total	37.9%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MAIHX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Passport Overseas Equity Portfolio 

Class L  MSLLX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Passport Overseas Equity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class L	$90	1.74%

Key Fund Statistics

Total Net Assets	$159,816,612
# of Portfolio Holdings	69
Portfolio Turnover Rate	8%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.7%
Norway	1.1%
Israel	1.2%
Denmark	2.6%
Ireland	2.6%
Singapore	3.4%
South Africa	3.5%
Netherlands	4.3%
Canada	4.6%
Argentina	5.0%
China	5.0%
Taiwan	5.2%
India	5.9%
United States	5.8%
Germany	6.1%
Korea, Republic Of	7.0%
Japan	8.4%
France	9.9%
United Kingdom	17.7%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)

Taiwan Semiconductor Manufacturing Co. Ltd.	5.2%
Despegar.com Corp.	5.0%
Samsung Electronics Co. Ltd.	4.2%
Unilever PLC	4.1%
Glencore PLC	3.7%
Alibaba Group Holding Ltd.	3.5%
Sea Ltd.	3.4%
AstraZeneca PLC	3.2%
Linde PLC	3.0%
Novo Nordisk AS	2.6%
Total	37.9%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSLLX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Passport Overseas Equity Portfolio 

Class R6  MAIJX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Passport Overseas Equity Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$44	0.85%

Key Fund Statistics

Total Net Assets	$159,816,612
# of Portfolio Holdings	69
Portfolio Turnover Rate	8%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Country Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	0.7%
Norway	1.1%
Israel	1.2%
Denmark	2.6%
Ireland	2.6%
Singapore	3.4%
South Africa	3.5%
Netherlands	4.3%
Canada	4.6%
Argentina	5.0%
China	5.0%
Taiwan	5.2%
India	5.9%
United States	5.8%
Germany	6.1%
Korea, Republic Of	7.0%
Japan	8.4%
France	9.9%
United Kingdom	17.7%

Footnote	Description
Footnote1	Represents investments in countries less than 1% of total investments.

Top Ten Holdings (% of total investments)

Taiwan Semiconductor Manufacturing Co. Ltd.	5.2%
Despegar.com Corp.	5.0%
Samsung Electronics Co. Ltd.	4.2%
Unilever PLC	4.1%
Glencore PLC	3.7%
Alibaba Group Holding Ltd.	3.5%
Sea Ltd.	3.4%
AstraZeneca PLC	3.2%
Linde PLC	3.0%
Novo Nordisk AS	2.6%
Total	37.9%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MAIJX -TSR-SAR

Morgan Stanley Institutional Fund, Inc - Permanence Portfolio 

Class A  MSHNX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc - Permanence Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$61	1.20%

Key Fund Statistics

Total Net Assets	$4,355,245
# of Portfolio Holdings	67
Portfolio Turnover Rate	29%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Communication Services	0.6%
Short-Term Investments	1.6%
Investment Companies	2.4%
Materials	3.1%
Energy	4.5%
Consumer Staples	4.6%
Real Estate	5.1%
Financials	9.2%
Health Care	14.3%
Industrials	16.4%
Information Technology	17.0%
Consumer Discretionary	21.2%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Cloudflare, Inc.	9.9%
Intercontinental Exchange, Inc.	6.0%
American Tower Corp.	5.1%
Danaher Corp.	4.9%
Royalty Pharma PLC	4.9%
Union Pacific Corp.	4.9%
Procore Technologies, Inc.	4.6%
Floor & Decor Holdings, Inc.	4.3%
Amazon.com, Inc.	4.2%
Rentokil Initial PLC	3.9%
Total	52.7%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSHNX -TSR-SAR

Morgan Stanley Institutional Fund, Inc - Permanence Portfolio 

Class C  MSHOX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc - Permanence Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$99	1.95%

Key Fund Statistics

Total Net Assets	$4,355,245
# of Portfolio Holdings	67
Portfolio Turnover Rate	29%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Communication Services	0.6%
Short-Term Investments	1.6%
Investment Companies	2.4%
Materials	3.1%
Energy	4.5%
Consumer Staples	4.6%
Real Estate	5.1%
Financials	9.2%
Health Care	14.3%
Industrials	16.4%
Information Technology	17.0%
Consumer Discretionary	21.2%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Cloudflare, Inc.	9.9%
Intercontinental Exchange, Inc.	6.0%
American Tower Corp.	5.1%
Danaher Corp.	4.9%
Royalty Pharma PLC	4.9%
Union Pacific Corp.	4.9%
Procore Technologies, Inc.	4.6%
Floor & Decor Holdings, Inc.	4.3%
Amazon.com, Inc.	4.2%
Rentokil Initial PLC	3.9%
Total	52.7%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSHOX -TSR-SAR

Morgan Stanley Institutional Fund, Inc - Permanence Portfolio 

Class I  MSHMX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc - Permanence Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$43	0.85%

Key Fund Statistics

Total Net Assets	$4,355,245
# of Portfolio Holdings	67
Portfolio Turnover Rate	29%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Communication Services	0.6%
Short-Term Investments	1.6%
Investment Companies	2.4%
Materials	3.1%
Energy	4.5%
Consumer Staples	4.6%
Real Estate	5.1%
Financials	9.2%
Health Care	14.3%
Industrials	16.4%
Information Technology	17.0%
Consumer Discretionary	21.2%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Cloudflare, Inc.	9.9%
Intercontinental Exchange, Inc.	6.0%
American Tower Corp.	5.1%
Danaher Corp.	4.9%
Royalty Pharma PLC	4.9%
Union Pacific Corp.	4.9%
Procore Technologies, Inc.	4.6%
Floor & Decor Holdings, Inc.	4.3%
Amazon.com, Inc.	4.2%
Rentokil Initial PLC	3.9%
Total	52.7%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSHMX -TSR-SAR

Morgan Stanley Institutional Fund, Inc - Permanence Portfolio 

Class R6  MSHPX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc - Permanence Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$41	0.80%

Key Fund Statistics

Total Net Assets	$4,355,245
# of Portfolio Holdings	67
Portfolio Turnover Rate	29%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Communication Services	0.6%
Short-Term Investments	1.6%
Investment Companies	2.4%
Materials	3.1%
Energy	4.5%
Consumer Staples	4.6%
Real Estate	5.1%
Financials	9.2%
Health Care	14.3%
Industrials	16.4%
Information Technology	17.0%
Consumer Discretionary	21.2%

Top Ten Holdings (% of total investments)^{Footnote Referencea}

Cloudflare, Inc.	9.9%
Intercontinental Exchange, Inc.	6.0%
American Tower Corp.	5.1%
Danaher Corp.	4.9%
Royalty Pharma PLC	4.9%
Union Pacific Corp.	4.9%
Procore Technologies, Inc.	4.6%
Floor & Decor Holdings, Inc.	4.3%
Amazon.com, Inc.	4.2%
Rentokil Initial PLC	3.9%
Total	52.7%

Footnote	Description
Footnotea	Excluding cash equivalents.

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSHPX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - U.S. Focus Real Estate Portfolio 

Class A  MAAYX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - U.S. Focus Real Estate Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$54	1.10%

Key Fund Statistics

Total Net Assets	$4,650,517
# of Portfolio Holdings	27
Portfolio Turnover Rate	64%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.9%
Consumer Discretionary	1.3%
Health Care	2.8%
Real Estate	26.2%
Financials	68.8%

Top Ten Holdings (% of total investments)

Welltower, Inc.	8.9%
American Tower Corp.	8.3%
Equinix, Inc.	8.3%
Extra Space Storage, Inc.	8.1%
AvalonBay Communities, Inc.	7.7%
Simon Property Group, Inc.	5.7%
Digital Realty Trust, Inc.	4.8%
Essential Properties Realty Trust, Inc.	4.1%
Prologis, Inc.	4.0%
American Homes 4 Rent	4.0%
Total	63.9%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MAAYX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - U.S. Focus Real Estate Portfolio 

Class C  MABBX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - U.S. Focus Real Estate Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$91	1.85%

Key Fund Statistics

Total Net Assets	$4,650,517
# of Portfolio Holdings	27
Portfolio Turnover Rate	64%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.9%
Consumer Discretionary	1.3%
Health Care	2.8%
Real Estate	26.2%
Financials	68.8%

Top Ten Holdings (% of total investments)

Welltower, Inc.	8.9%
American Tower Corp.	8.3%
Equinix, Inc.	8.3%
Extra Space Storage, Inc.	8.1%
AvalonBay Communities, Inc.	7.7%
Simon Property Group, Inc.	5.7%
Digital Realty Trust, Inc.	4.8%
Essential Properties Realty Trust, Inc.	4.1%
Prologis, Inc.	4.0%
American Homes 4 Rent	4.0%
Total	63.9%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MABBX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - U.S. Focus Real Estate Portfolio 

Class I  MAAWX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - U.S. Focus Real Estate Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$37	0.74%

Key Fund Statistics

Total Net Assets	$4,650,517
# of Portfolio Holdings	27
Portfolio Turnover Rate	64%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.9%
Consumer Discretionary	1.3%
Health Care	2.8%
Real Estate	26.2%
Financials	68.8%

Top Ten Holdings (% of total investments)

Welltower, Inc.	8.9%
American Tower Corp.	8.3%
Equinix, Inc.	8.3%
Extra Space Storage, Inc.	8.1%
AvalonBay Communities, Inc.	7.7%
Simon Property Group, Inc.	5.7%
Digital Realty Trust, Inc.	4.8%
Essential Properties Realty Trust, Inc.	4.1%
Prologis, Inc.	4.0%
American Homes 4 Rent	4.0%
Total	63.9%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MAAWX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - U.S. Focus Real Estate Portfolio 

Class R6  MABCX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - U.S. Focus Real Estate Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$35	0.70%

Key Fund Statistics

Total Net Assets	$4,650,517
# of Portfolio Holdings	27
Portfolio Turnover Rate	64%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Short-Term Investments	0.9%
Consumer Discretionary	1.3%
Health Care	2.8%
Real Estate	26.2%
Financials	68.8%

Top Ten Holdings (% of total investments)

Welltower, Inc.	8.9%
American Tower Corp.	8.3%
Equinix, Inc.	8.3%
Extra Space Storage, Inc.	8.1%
AvalonBay Communities, Inc.	7.7%
Simon Property Group, Inc.	5.7%
Digital Realty Trust, Inc.	4.8%
Essential Properties Realty Trust, Inc.	4.1%
Prologis, Inc.	4.0%
American Homes 4 Rent	4.0%
Total	63.9%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MABCX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - U.S. Real Estate Portfolio 

Class A  MUSDX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - U.S. Real Estate Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$52	1.05%

Key Fund Statistics

Total Net Assets	$26,308,891
# of Portfolio Holdings	35
Portfolio Turnover Rate	22%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Consumer Discretionary	1.0%
Short-Term Investments	1.1%
Health Care	1.3%
Real Estate	28.3%
Financials	68.3%

Top Ten Holdings (% of total investments)

Equinix, Inc.	8.5%
Welltower, Inc.	8.3%
Prologis, Inc.	7.4%
AvalonBay Communities, Inc.	6.4%
Digital Realty Trust, Inc.	5.6%
Simon Property Group, Inc.	4.8%
Extra Space Storage, Inc.	4.7%
Public Storage	4.6%
Iron Mountain, Inc.	4.0%
Essex Property Trust, Inc.	3.9%
Total	58.2%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MUSDX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - U.S. Real Estate Portfolio 

Class C  MSURX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - U.S. Real Estate Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$90	1.80%

Key Fund Statistics

Total Net Assets	$26,308,891
# of Portfolio Holdings	35
Portfolio Turnover Rate	22%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Consumer Discretionary	1.0%
Short-Term Investments	1.1%
Health Care	1.3%
Real Estate	28.3%
Financials	68.3%

Top Ten Holdings (% of total investments)

Equinix, Inc.	8.5%
Welltower, Inc.	8.3%
Prologis, Inc.	7.4%
AvalonBay Communities, Inc.	6.4%
Digital Realty Trust, Inc.	5.6%
Simon Property Group, Inc.	4.8%
Extra Space Storage, Inc.	4.7%
Public Storage	4.6%
Iron Mountain, Inc.	4.0%
Essex Property Trust, Inc.	3.9%
Total	58.2%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSURX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - U.S. Real Estate Portfolio 

Class I  MSUSX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - U.S. Real Estate Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$35	0.70%

Key Fund Statistics

Total Net Assets	$26,308,891
# of Portfolio Holdings	35
Portfolio Turnover Rate	22%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Consumer Discretionary	1.0%
Short-Term Investments	1.1%
Health Care	1.3%
Real Estate	28.3%
Financials	68.3%

Top Ten Holdings (% of total investments)

Equinix, Inc.	8.5%
Welltower, Inc.	8.3%
Prologis, Inc.	7.4%
AvalonBay Communities, Inc.	6.4%
Digital Realty Trust, Inc.	5.6%
Simon Property Group, Inc.	4.8%
Extra Space Storage, Inc.	4.7%
Public Storage	4.6%
Iron Mountain, Inc.	4.0%
Essex Property Trust, Inc.	3.9%
Total	58.2%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSUSX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - U.S. Real Estate Portfolio 

Class IR  MRETX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - U.S. Real Estate Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class IR	$32	0.65%

Key Fund Statistics

Total Net Assets	$26,308,891
# of Portfolio Holdings	35
Portfolio Turnover Rate	22%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Consumer Discretionary	1.0%
Short-Term Investments	1.1%
Health Care	1.3%
Real Estate	28.3%
Financials	68.3%

Top Ten Holdings (% of total investments)

Equinix, Inc.	8.5%
Welltower, Inc.	8.3%
Prologis, Inc.	7.4%
AvalonBay Communities, Inc.	6.4%
Digital Realty Trust, Inc.	5.6%
Simon Property Group, Inc.	4.8%
Extra Space Storage, Inc.	4.7%
Public Storage	4.6%
Iron Mountain, Inc.	4.0%
Essex Property Trust, Inc.	3.9%
Total	58.2%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MRETX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - U.S. Real Estate Portfolio 

Class L  MSULX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - U.S. Real Estate Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class L	$77	1.55%

Key Fund Statistics

Total Net Assets	$26,308,891
# of Portfolio Holdings	35
Portfolio Turnover Rate	22%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Consumer Discretionary	1.0%
Short-Term Investments	1.1%
Health Care	1.3%
Real Estate	28.3%
Financials	68.3%

Top Ten Holdings (% of total investments)

Equinix, Inc.	8.5%
Welltower, Inc.	8.3%
Prologis, Inc.	7.4%
AvalonBay Communities, Inc.	6.4%
Digital Realty Trust, Inc.	5.6%
Simon Property Group, Inc.	4.8%
Extra Space Storage, Inc.	4.7%
Public Storage	4.6%
Iron Mountain, Inc.	4.0%
Essex Property Trust, Inc.	3.9%
Total	58.2%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSULX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - U.S. Real Estate Portfolio 

Class R6  MURSX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - U.S. Real Estate Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$32	0.65%

Key Fund Statistics

Total Net Assets	$26,308,891
# of Portfolio Holdings	35
Portfolio Turnover Rate	22%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Consumer Discretionary	1.0%
Short-Term Investments	1.1%
Health Care	1.3%
Real Estate	28.3%
Financials	68.3%

Top Ten Holdings (% of total investments)

Equinix, Inc.	8.5%
Welltower, Inc.	8.3%
Prologis, Inc.	7.4%
AvalonBay Communities, Inc.	6.4%
Digital Realty Trust, Inc.	5.6%
Simon Property Group, Inc.	4.8%
Extra Space Storage, Inc.	4.7%
Public Storage	4.6%
Iron Mountain, Inc.	4.0%
Essex Property Trust, Inc.	3.9%
Total	58.2%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MURSX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - US Core Portfolio 

Class A  MUOAX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - US Core Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$59	1.06%

Key Fund Statistics

Total Net Assets	$313,599,618
# of Portfolio Holdings	35
Portfolio Turnover Rate	15%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Materials	1.0%
Utilities	1.0%
Short-Term Investments	1.2%
Energy	2.8%
Health Care	4.4%
Consumer Staples	7.9%
Industrials	8.2%
Consumer Discretionary	8.9%
Communication Services	9.4%
Financials	23.2%
Information Technology	32.0%

Top Ten Holdings (% of total investments)

Microsoft Corp.	9.9%
NVIDIA Corp.	9.3%
Alphabet, Inc.	7.1%
Apple, Inc.	6.5%
Amazon.com, Inc.	5.4%
JPMorgan Chase & Co.	5.1%
Costco Wholesale Corp.	4.3%
Progressive Corp.	4.0%
Ameriprise Financial, Inc.	3.9%
Waste Management, Inc.	3.7%
Total	59.2%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MUOAX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - US Core Portfolio 

Class C  MUOCX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - US Core Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$100	1.82%

Key Fund Statistics

Total Net Assets	$313,599,618
# of Portfolio Holdings	35
Portfolio Turnover Rate	15%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Materials	1.0%
Utilities	1.0%
Short-Term Investments	1.2%
Energy	2.8%
Health Care	4.4%
Consumer Staples	7.9%
Industrials	8.2%
Consumer Discretionary	8.9%
Communication Services	9.4%
Financials	23.2%
Information Technology	32.0%

Top Ten Holdings (% of total investments)

Microsoft Corp.	9.9%
NVIDIA Corp.	9.3%
Alphabet, Inc.	7.1%
Apple, Inc.	6.5%
Amazon.com, Inc.	5.4%
JPMorgan Chase & Co.	5.1%
Costco Wholesale Corp.	4.3%
Progressive Corp.	4.0%
Ameriprise Financial, Inc.	3.9%
Waste Management, Inc.	3.7%
Total	59.2%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MUOCX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - US Core Portfolio 

Class I  MUOIX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - US Core Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$44	0.80%

Key Fund Statistics

Total Net Assets	$313,599,618
# of Portfolio Holdings	35
Portfolio Turnover Rate	15%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Materials	1.0%
Utilities	1.0%
Short-Term Investments	1.2%
Energy	2.8%
Health Care	4.4%
Consumer Staples	7.9%
Industrials	8.2%
Consumer Discretionary	8.9%
Communication Services	9.4%
Financials	23.2%
Information Technology	32.0%

Top Ten Holdings (% of total investments)

Microsoft Corp.	9.9%
NVIDIA Corp.	9.3%
Alphabet, Inc.	7.1%
Apple, Inc.	6.5%
Amazon.com, Inc.	5.4%
JPMorgan Chase & Co.	5.1%
Costco Wholesale Corp.	4.3%
Progressive Corp.	4.0%
Ameriprise Financial, Inc.	3.9%
Waste Management, Inc.	3.7%
Total	59.2%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MUOIX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - US Core Portfolio 

Class R6  MUOSX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - US Core Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$42	0.75%

Key Fund Statistics

Total Net Assets	$313,599,618
# of Portfolio Holdings	35
Portfolio Turnover Rate	15%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Sector Allocation (% of total investments)

Value	Value
Materials	1.0%
Utilities	1.0%
Short-Term Investments	1.2%
Energy	2.8%
Health Care	4.4%
Consumer Staples	7.9%
Industrials	8.2%
Consumer Discretionary	8.9%
Communication Services	9.4%
Financials	23.2%
Information Technology	32.0%

Top Ten Holdings (% of total investments)

Microsoft Corp.	9.9%
NVIDIA Corp.	9.3%
Alphabet, Inc.	7.1%
Apple, Inc.	6.5%
Amazon.com, Inc.	5.4%
JPMorgan Chase & Co.	5.1%
Costco Wholesale Corp.	4.3%
Progressive Corp.	4.0%
Ameriprise Financial, Inc.	3.9%
Waste Management, Inc.	3.7%
Total	59.2%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MUOSX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Vitality Portfolio 

Class A  MSVEX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Vitality Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$62	1.29%

Key Fund Statistics

Total Net Assets	$2,131,220
# of Portfolio Holdings	39
Portfolio Turnover Rate	6%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Industry Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	1.3%
Health Care Technology	5.0%
Health Care Providers & Services	7.7%
Short-Term Investments	9.4%
Health Care Equipment & Supplies	12.4%
Pharmaceuticals	15.5%
Life Sciences Tools & Services	18.7%
Biotechnology	30.0%

Footnote	Description
Footnote1	Industries and/or investment types representing less than 5% of total investments.

Top Ten Holdings (% of total investments)

Eli Lilly & Co.	9.8%
Argenx SE	5.6%
Intuitive Surgical, Inc.	5.5%
UnitedHealth Group, Inc.	5.5%
Vertex Pharmaceuticals, Inc.	5.4%
Alnylam Pharmaceuticals, Inc.	4.7%
Thermo Fisher Scientific, Inc.	4.6%
Exact Sciences Corp.	4.3%
10X Genomics, Inc.	3.3%
Zoetis, Inc.	2.7%
Total	51.4%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSVEX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Vitality Portfolio 

Class C  MSVMX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Vitality Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$98	2.04%

Key Fund Statistics

Total Net Assets	$2,131,220
# of Portfolio Holdings	39
Portfolio Turnover Rate	6%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Industry Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	1.3%
Health Care Technology	5.0%
Health Care Providers & Services	7.7%
Short-Term Investments	9.4%
Health Care Equipment & Supplies	12.4%
Pharmaceuticals	15.5%
Life Sciences Tools & Services	18.7%
Biotechnology	30.0%

Footnote	Description
Footnote1	Industries and/or investment types representing less than 5% of total investments.

Top Ten Holdings (% of total investments)

Eli Lilly & Co.	9.8%
Argenx SE	5.6%
Intuitive Surgical, Inc.	5.5%
UnitedHealth Group, Inc.	5.5%
Vertex Pharmaceuticals, Inc.	5.4%
Alnylam Pharmaceuticals, Inc.	4.7%
Thermo Fisher Scientific, Inc.	4.6%
Exact Sciences Corp.	4.3%
10X Genomics, Inc.	3.3%
Zoetis, Inc.	2.7%
Total	51.4%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSVMX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Vitality Portfolio 

Class I  MSVDX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Vitality Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$45	0.94%

Key Fund Statistics

Total Net Assets	$2,131,220
# of Portfolio Holdings	39
Portfolio Turnover Rate	6%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Industry Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	1.3%
Health Care Technology	5.0%
Health Care Providers & Services	7.7%
Short-Term Investments	9.4%
Health Care Equipment & Supplies	12.4%
Pharmaceuticals	15.5%
Life Sciences Tools & Services	18.7%
Biotechnology	30.0%

Footnote	Description
Footnote1	Industries and/or investment types representing less than 5% of total investments.

Top Ten Holdings (% of total investments)

Eli Lilly & Co.	9.8%
Argenx SE	5.6%
Intuitive Surgical, Inc.	5.5%
UnitedHealth Group, Inc.	5.5%
Vertex Pharmaceuticals, Inc.	5.4%
Alnylam Pharmaceuticals, Inc.	4.7%
Thermo Fisher Scientific, Inc.	4.6%
Exact Sciences Corp.	4.3%
10X Genomics, Inc.	3.3%
Zoetis, Inc.	2.7%
Total	51.4%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSVDX -TSR-SAR

Morgan Stanley Institutional Fund, Inc. - Vitality Portfolio 

Class R6  MSVOX

Semi-Annual Shareholder Report June 30, 2024 

This semi-annual shareholder report contains important information about Morgan Stanley Institutional Fund, Inc. - Vitality Portfolio for the period of January 1, 2024 to June 30, 2024. You can find additional information about the Fund at www.morganstanley.com/im/shareholderreports. You can also request this information by contacting us at 1-800-869-6397.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class R6	$43	0.89%

Key Fund Statistics

Total Net Assets	$2,131,220
# of Portfolio Holdings	39
Portfolio Turnover Rate	6%

What did the Fund invest in?

The following tables reflect what the Fund invested in as of the report date.

Industry Weightings (% of total investments)

Value	Value
OtherFootnote Reference1	1.3%
Health Care Technology	5.0%
Health Care Providers & Services	7.7%
Short-Term Investments	9.4%
Health Care Equipment & Supplies	12.4%
Pharmaceuticals	15.5%
Life Sciences Tools & Services	18.7%
Biotechnology	30.0%

Footnote	Description
Footnote1	Industries and/or investment types representing less than 5% of total investments.

Top Ten Holdings (% of total investments)

Eli Lilly & Co.	9.8%
Argenx SE	5.6%
Intuitive Surgical, Inc.	5.5%
UnitedHealth Group, Inc.	5.5%
Vertex Pharmaceuticals, Inc.	5.4%
Alnylam Pharmaceuticals, Inc.	4.7%
Thermo Fisher Scientific, Inc.	4.6%
Exact Sciences Corp.	4.3%
10X Genomics, Inc.	3.3%
Zoetis, Inc.	2.7%
Total	51.4%

Additional Information 

If you wish to view additional information about the Fund, including the prospectus, statement of additional information, financial statements and holdings, please scan the QR code or visit www.morganstanley.com/im/shareholderreports. For proxy information, please visit www.morganstanley.com/im/en-us/institutional-investor/about-us/proxy-voting/vote-summary-report.desktop.html.

Householding

The Funds may deliver a single copy of certain required shareholder documents (including prospectuses, shareholder reports, and proxy materials) to investors with the same last name and the same address. Your participation will continue indefinitely unless you instruct otherwise by calling 1-800-869-6397 or by contacting your financial intermediary. Your instruction will typically be effective within 30 days of receipt.

Not FDIC Insured | May Lose Value | No Bank Guarantee

Semi-Annual Shareholder Report June 30, 2024

MSVOX -TSR-SAR

(b) Not applicable.

Item 2. Code of Ethics

Not required in this filing.

Item 3. Audit Committee Financial Expert

Not required in this filing.

Item 4. Principal Accountant Fees and Services

Not required in this filing.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments

(a) Please see schedule of investments contained in the Financial Statements and Financial Highlights included under Item 7 of this Form N-CSR.

(b) Not applicable.

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies

Morgan Stanley Institutional Fund, Inc.

Advantage Portfolio

Semi-Annual Financial Statements and Additional Information

June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Consolidated Portfolio of Investments	2
Consolidated Statement of Assets and Liabilities	4
Consolidated Statement of Operations	6
Consolidated Statements of Changes in Net Assets	7
Consolidated Financial Highlights	8
Notes to Consolidated Financial Statements	13
Investment Advisory Agreement Approval	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) 869-6397. 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.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments

Advantage Portfolio

	Shares		Value (000)
Common Stocks (96.2%)
Automobiles (6.2%)
Tesla, Inc. (a)		50,727	$	10,038
Biotechnology (1.1%)
Roivant Sciences Ltd. (a)		168,134		1,777
Broadline Retail (8.1%)
Amazon.com, Inc. (a)		42,649		8,242
MercadoLibre, Inc. (a)		2,966		4,874
				13,116
Capital Markets (4.6%)
Intercontinental Exchange, Inc.		54,469		7,456
Entertainment (4.9%)
ROBLOX Corp., Class A (a)		213,237		7,935
Financial Services (4.1%)
Adyen NV (Netherlands) (a)		4,911		5,833
Block, Inc., Class A (a)		11,366		733
				6,566
Ground Transportation (6.3%)
Uber Technologies, Inc. (a)		83,091		6,039
Union Pacific Corp.		18,509		4,188
				10,227
Hotels, Restaurants & Leisure (12.2%)
Airbnb, Inc., Class A (a)		50,592		7,671
DoorDash, Inc., Class A (a)		111,543		12,134
				19,805
Information Technology Services (21.1%)
Cloudflare, Inc., Class A (a)		188,982		15,653
Shopify, Inc., Class A (Canada) (a)		152,242		10,056
Snowflake, Inc., Class A (a)		62,379		8,427
				34,136
Interactive Media & Services (0.6%)
Meta Platforms, Inc., Class A		1,845		930
Life Sciences Tools & Services (2.8%)
Danaher Corp.		18,339		4,582
Media (7.0%)
Trade Desk, Inc., Class A (a)		116,631		11,392
Pharmaceuticals (4.6%)
Royalty Pharma PLC, Class A		284,501		7,502
Software (7.7%)
Bill Holdings, Inc. (a)		43,694		2,299
Crowdstrike Holdings, Inc., Class A (a)		6,403		2,453
MicroStrategy, Inc., Class A (a)		3,819		5,261
Procore Technologies, Inc. (a)		36,540		2,423
				12,436
Specialized REITs (3.5%)
American Tower Corp. REIT		29,179		5,672
Specialty Retail (1.4%)
Floor & Decor Holdings, Inc., Class A (a)		22,700		2,257
Total Common Stocks (Cost $125,908)				155,827

	Shares		Value (000)
Investment Company (2.6%)
iShares Bitcoin Trust (a) (Cost $4,694)		121,301	$	4,141
Short-Term Investment (1.3%)
Investment Company (1.3%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G) (Cost $2,060)		2,059,755		2,060
Total Investments Excluding Purchased Options (100.1%) (Cost $132,662)				162,028
Total Purchased Options Outstanding (0.1%) (Cost $638)				188
Total Investments (100.2%) (Cost $133,300) (b)(c)(d)				162,216
Liabilities in Excess of Other Assets (–0.2%)				(247	)
Net Assets (100.0%)			$	161,969

(a)  Non-income producing security.

(b)  The approximate fair value and percentage of net assets, $5,833,000 and 3.6%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Consolidated Financial Statements.

(c)  Securities are available for collateral in connection with purchased options.

(d)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $38,396,000 and the aggregate gross unrealized depreciation is approximately $9,480,000, resulting in net unrealized appreciation of approximately $28,916,000.

REIT  Real Estate Investment Trust.

The accompanying notes are an integral part of the consolidated financial statements.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments (cont'd)

Advantage Portfolio

Call Options Purchased:

The Fund had the following call options purchased open at June 30, 2024:

Counterparty	Description	Strike Price		Expiration Date	Number of Contracts		Notional Amount (000)		Value (000)		Premiums Paid (000)		Unrealized Depreciation (000)
Goldman Sachs & Co. LLC	USD/CNH	CNH	7.68	Jan-25		51,817,605	$	51,818	$	85	$	196	$	(111	)
JPMorgan Chase Bank NA	USD/CNH	CNH	7.78	Mar-25		48,537,600		48,538		101		206		(105	)
JPMorgan Chase Bank NA	USD/CNH	CNH	7.79	Aug-24		57,077,746		57,078		2		236		(234	)
									$	188	$	638	$	(450	)

CNH —  Chinese Yuan Renminbi Offshore

USD —  United States Dollar

Portfolio Composition

Classification	Percentage of Total Investments
Other*		31.5	%
Information Technology Services		21.0
Hotels, Restaurants & Leisure		12.2
Broadline Retail		8.1
Software		7.7
Media		7.0
Ground Transportation		6.3
Automobiles		6.2
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.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Advantage Portfolio

Consolidated Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $131,240)	$	160,156
Investment in Security of Affiliated Issuer, at Value (Cost $2,060)		2,060
Total Investments in Securities, at Value (Cost $133,300)		162,216
Foreign Currency, at Value (Cost $3)		3
Receivable for Investments Sold		160
Receivable for Fund Shares Sold		103
Dividends Receivable		53
Receivable from Affiliate		8
Other Assets		97
Total Assets		162,640
Liabilities:
Payable for Fund Shares Redeemed		279
Payable for Advisory Fees		210
Payable for Professional Fees		56
Payable for Sub Transfer Agency Fees — Class I		38
Payable for Sub Transfer Agency Fees — Class A		8
Payable for Sub Transfer Agency Fees — Class L		—	@
Payable for Sub Transfer Agency Fees — Class C		3
Payable for Shareholder Services Fees — Class A		8
Payable for Distribution and Shareholder Services Fees — Class L		—	@
Payable for Distribution and Shareholder Services Fees — Class C		15
Payable for Administration Fees		11
Payable for Custodian Fees		6
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		1
Payable for Transfer Agency Fees — Class R6		—	@
Other Liabilities		34
Total Liabilities		671
Net Assets	$	161,969
Net Assets Consist of:
Paid-in-Capital	$	310,695
Total Accumulated Loss		(148,726	)
Net Assets	$	161,969

The accompanying notes are an integral part of the consolidated financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Advantage Portfolio

Consolidated Statement of Assets and Liabilities (cont'd)	June 30, 2024 (000)
CLASS I:
Net Assets	$	93,476
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		5,210,495
Net Asset Value, Offering and Redemption Price Per Share	$	17.94
CLASS A:
Net Assets	$	38,429
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		2,273,976
Net Asset Value, Redemption Price Per Share	$	16.90
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	0.94
Maximum Offering Price Per Share	$	17.84
CLASS L:
Net Assets	$	1,369
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		77,363
Net Asset Value, Offering and Redemption Price Per Share	$	17.69
CLASS C:
Net Assets	$	18,085
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		1,174,850
Net Asset Value, Offering and Redemption Price Per Share	$	15.39
CLASS R6:
Net Assets	$	10,610
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		587,162
Net Asset Value, Offering and Redemption Price Per Share	$	18.07

@  Amount is less than $500.

The accompanying notes are an integral part of the consolidated financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Advantage Portfolio

Consolidated Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers	$	291
Dividends from Security of Affiliated Issuer (Note G)		81
Total Investment Income		372
Expenses:
Advisory Fees (Note B)		606
Shareholder Services Fees — Class A (Note D)		53
Distribution and Shareholder Services Fees — Class L (Note D)		6
Distribution and Shareholder Services Fees — Class C (Note D)		101
Sub Transfer Agency Fees — Class I		66
Sub Transfer Agency Fees — Class A		22
Sub Transfer Agency Fees — Class L		—	@
Sub Transfer Agency Fees — Class C		8
Professional Fees		86
Administration Fees (Note C)		75
Registration Fees		25
Shareholder Reporting Fees		18
Custodian Fees (Note F)		12
Transfer Agency Fees — Class I (Note E)		4
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 R6 (Note E)		1
Directors' Fees and Expenses		2
Pricing Fees		1
Interest Expenses		1
Other Expenses		14
Total Expenses		1,108
Waiver of Advisory Fees (Note B)		(83	)
Reimbursement of Class Specific Expenses — Class I (Note B)		(49	)
Reimbursement of Class Specific Expenses — Class L (Note B)		(1	)
Reimbursement of Class Specific Expenses — Class R6 (Note B)		(1	)
Distribution Fees — Class L Shares waived (Note D)		(5	)
Rebate from Morgan Stanley Affiliate (Note G)		(3	)
Net Expenses		966
Net Investment Loss		(594	)
Realized Gain (Loss):
Investments Sold		10,059
Foreign Currency Translation		(1	)
Net Realized Gain		10,058
Change in Unrealized Appreciation (Depreciation):
Investments		(6,522	)
Foreign Currency Translation		—	@
Net Change in Unrealized Appreciation (Depreciation)		(6,522	)
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		3,536
Net Increase in Net Assets Resulting from Operations	$	2,942

@  Amount is less than $500.

The accompanying notes are an integral part of the consolidated financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Advantage Portfolio

Consolidated Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Loss	$	(594	)	$	(1,566	)
Net Realized Gain (Loss)		10,058			(8,250	)
Net Change in Unrealized Appreciation (Depreciation)		(6,522	)		89,276
Net Increase in Net Assets Resulting from Operations		2,942			79,460
Capital Share Transactions, including direct exchanges pursuant to share class conversions for all periods presented, were as follows:(1)​
Class I:
Subscribed		4,449			45,229
Redeemed		(33,377	)		(83,720	)
Class A:
Subscribed		1,901			5,695
Redeemed		(10,251	)		(15,983	)
Class L:
Redeemed		(266	)		(213	)
Class C:
Subscribed		265			1,188
Redeemed		(4,260	)		(7,762	)
Class R6:
Subscribed		6			603
Redeemed		(6,870	)		(9,070	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(48,403	)		(64,033	)
Total Increase (Decrease) in Net Assets		(45,461	)		15,427
Net Assets:
Beginning of Period		207,430			192,003
End of Period	$	161,969		$	207,430
(1)   Capital Share Transactions:
Class I:
Shares Subscribed		242			3,161
Shares Redeemed		(1,846	)		(5,625	)
Net Decrease in Class I Shares Outstanding		(1,604	)		(2,464	)
Class A:
Shares Subscribed		111			398
Shares Redeemed		(599	)		(1,121	)
Net Decrease in Class A Shares Outstanding		(488	)		(723	)
Class L:
Shares Redeemed		(15	)		(13	)
Class C:
Shares Subscribed		17			96
Shares Redeemed		(271	)		(603	)
Net Decrease in Class C Shares Outstanding		(254	)		(507	)
Class R6:
Shares Subscribed		—	@		42
Shares Redeemed		(384	)		(562	)
Net Decrease in Class R6 Shares Outstanding		(384	)		(520	)

@  Amount is less than 500 shares.

The accompanying notes are an integral part of the consolidated financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Advantage Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	17.70		$	12.10		$	33.57		$	43.28		$	26.06		$	20.98
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.04	)		(0.08	)		(0.14	)		(0.32	)		(0.19	)		(0.04	)
Net Realized and Unrealized Gain (Loss)		0.28			5.68			(17.90	)		(1.61	)		19.64			5.61
Total from Investment Operations		0.24			5.60			(18.04	)		(1.93	)		19.45			5.57
Distributions from and/or in Excess of:
Net Realized Gain		—			—			(3.43	)		(7.78	)		(2.23	)		(0.49	)
Net Asset Value, End of Period	$	17.94		$	17.70		$	12.10		$	33.57		$	43.28		$	26.06
Total Return(3)​		1.36	%(4)​		46.28	%(5)​		(54.54	)%		(4.45	)%		74.79	%		26.60	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	93,476		$	120,584		$	112,250		$	576,158		$	656,030		$	296,843
Ratio of Expenses Before Expense Limitation		1.03	%(6)​		1.01	%		0.97	%		0.88	%		0.89	%		0.93	%
Ratio of Expenses After Expense Limitation		0.85	%(6)(7)​		0.81	%(7)(8)​		0.85	%(7)​		0.85	%(7)​		0.84	%(7)​		0.84	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		0.85	%(6)(7)​		N/A			0.85	%(7)​		N/A			N/A			0.84	%(7)​
Ratio of Net Investment Loss		(0.45	)%(6)(7)​		(0.54	)%(7)(8)​		(0.68	)%(7)​		(0.73	)%(7)​		(0.54	)%(7)​		(0.15	)%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.01	%		0.01	%
Portfolio Turnover Rate		28	%(4)​		42	%		51	%		69	%		73	%		70	%

(1)  Not consolidated.

(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)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class I shares.

(6)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		0.85	%		(0.58	)%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Advantage Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	16.70		$	11.45		$	32.26		$	42.02		$	25.42		$	20.54
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.07	)		(0.12	)		(0.19	)		(0.44	)		(0.28	)		(0.13	)
Net Realized and Unrealized Gain (Loss)		0.27			5.37			(17.19	)		(1.54	)		19.11			5.50
Total from Investment Operations		0.20			5.25			(17.38	)		(1.98	)		18.83			5.37
Distributions from and/or in Excess of:
Net Realized Gain		—			—			(3.43	)		(7.78	)		(2.23	)		(0.49	)
Net Asset Value, End of Period	$	16.90		$	16.70		$	11.45		$	32.26		$	42.02		$	25.42
Total Return(3)​		1.20	%(4)​		45.85	%(5)​		(54.71	)%		(4.72	)%		74.27	%		26.20	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	38,429		$	46,114		$	39,913		$	117,424		$	130,176		$	80,743
Ratio of Expenses Before Expense Limitation		1.26	%(6)​		1.26	%		1.23	%		1.14	%		N/A			1.21	%
Ratio of Expenses After Expense Limitation		1.18	%(6)(7)​		1.13	%(7)(8)​		1.19	%(7)​		1.14	%(7)​		1.15	%(7)​		1.19	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		1.18	%(6)(7)​		N/A			1.19	%(7)​		N/A			N/A			1.19	%(7)​
Ratio of Net Investment Loss		(0.78	)%(6)(7)​		(0.87	)%(7)(8)​		(1.02	)%(7)​		(1.02	)%(7)​		(0.84	)%(7)​		(0.50	)%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.01	%		0.01	%
Portfolio Turnover Rate		28	%(4)​		42	%		51	%		69	%		73	%		70	%

(1)  Not consolidated.

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class A shares.

(6)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.18	%		(0.92	)%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Advantage Portfolio

	Class L
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	17.47		$	11.96		$	33.31		$	43.04		$	25.95		$	20.92
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.05	)		(0.10	)		(0.16	)		(0.36	)		(0.21	)		(0.06	)
Net Realized and Unrealized Gain (Loss)		0.27			5.61			(17.76	)		(1.59	)		19.53			5.58
Total from Investment Operations		0.22			5.51			(17.92	)		(1.95	)		19.32			5.52
Distributions from and/or in Excess of:
Net Realized Gain		—			—			(3.43	)		(7.78	)		(2.23	)		(0.49	)
Net Asset Value, End of Period	$	17.69		$	17.47		$	11.96		$	33.31		$	43.04		$	25.95
Total Return(3)​		1.26	%(4)​		46.07	%(5)​		(54.61	)%		(4.54	)%		74.65	%		26.44	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	1,369		$	1,616		$	1,261		$	4,120		$	5,391		$	4,363
Ratio of Expenses Before Expense Limitation		1.91	%(6)​		1.92	%		1.79	%		1.65	%		1.66	%		1.69	%
Ratio of Expenses After Expense Limitation		0.99	%(6)(7)​		0.94	%(7)(8)​		0.99	%(7)​		0.94	%(7)​		0.95	%(7)​		0.95	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		0.99	%(6)(7)​		N/A			0.99	%(7)​		N/A			N/A			0.95	%(7)​
Ratio of Net Investment Loss		(0.59	)%(6)(7)​		(0.68	)%(7)(8)​		(0.81	)%(7)​		(0.82	)%(7)​		(0.64	)%(7)​		(0.25	)%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.01	%		0.01	%
Portfolio Turnover Rate		28	%(4)​		42	%		51	%		69	%		73	%		70	%

(1)  Not consolidated.

(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)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class L shares.

(6)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class L shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		0.99	%		(0.73	)%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Advantage Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	15.26		$	10.55		$	30.48		$	40.44		$	24.68		$	20.10
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.12	)		(0.21	)		(0.31	)		(0.71	)		(0.50	)		(0.29	)
Net Realized and Unrealized Gain (Loss)		0.25			4.92			(16.19	)		(1.47	)		18.49			5.36
Total from Investment Operations		0.13			4.71			(16.50	)		(2.18	)		17.99			5.07
Distributions from and/or in Excess of:
Net Realized Gain		—			—			(3.43	)		(7.78	)		(2.23	)		(0.49	)
Net Asset Value, End of Period	$	15.39		$	15.26		$	10.55		$	30.48		$	40.44		$	24.68
Total Return(3)​		0.85	%(4)​		44.64	%(5)​		(55.02	)%		(5.41	)%		73.10	%		25.27	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	18,085		$	21,811		$	20,422		$	68,793		$	71,419		$	42,054
Ratio of Expenses Before Expense Limitation		2.01	%(6)​		2.01	%		1.95	%		1.84	%		N/A			1.93	%
Ratio of Expenses After Expense Limitation		1.92	%(6)(7)​		1.89	%(7)(8)​		1.90	%(7)​		1.84	%(7)​		1.85	%(7)​		1.90	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		1.92	%(6)(7)​		N/A			1.90	%(7)​		N/A			N/A			1.90	%(7)​
Ratio of Net Investment Loss		(1.52	)%(6)(7)​		(1.62	)%(7)(8)​		(1.72	)%(7)​		(1.72	)%(7)​		(1.55	)%(7)​		(1.20	)%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.01	%		0.01	%
Portfolio Turnover Rate		28	%(4)​		42	%		51	%		69	%		73	%		70	%

(1)  Not consolidated.

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class C shares.

(6)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.93	%		(1.66	)%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Advantage Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(2)​			2019(2)​
Net Asset Value, Beginning of Period	$	17.82		$	12.18		$	33.74		$	43.41		$	26.12		$	21.02
Income (Loss) from Investment Operations:
Net Investment Loss(3)​		(0.04	)		(0.07	)		(0.13	)		(0.29	)		(0.16	)		(0.03	)
Net Realized and Unrealized Gain (Loss)		0.29			5.71			(18.00	)		(1.60	)		19.68			5.62
Total from Investment Operations		0.25			5.64			(18.13	)		(1.89	)		19.52			5.59
Distributions from and/or in Excess of:
Net Realized Gain		—			—			(3.43	)		(7.78	)		(2.23	)		(0.49	)
Net Asset Value, End of Period	$	18.07		$	17.82		$	12.18		$	33.74		$	43.41		$	26.12
Total Return(4)​		1.40	%(5)​		46.31	%(6)​		(54.53	)%		(4.36	)%		74.93	%		26.64	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	10,610		$	17,305		$	18,157		$	47,842		$	41,263		$	28,983
Ratio of Expenses Before Expense Limitation		0.92	%(7)​		0.90	%		0.86	%		0.77	%		N/A			0.83	%
Ratio of Expenses After Expense Limitation		0.81	%(7)(8)​		0.77	%(8)(9)​		0.81	%(8)​		0.77	%(8)​		0.79	%(8)​		0.80	%(8)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		0.81	%(7)(8)​		N/A			0.81	%(8)​		N/A			N/A			0.80	%(8)​
Ratio of Net Investment Loss		(0.41	)%(7)(8)​		(0.50	)%(8)(9)​		(0.64	)%(8)​		(0.65	)%(8)​		(0.47	)%(8)​		(0.10	)%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.01	%		0.01	%
Portfolio Turnover Rate		28	%(5)​		42	%		51	%		69	%		73	%		70	%

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(2)  Not consolidated.

(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)  Not annualized.

(6)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class R6 shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		0.81	%		(0.54	)%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Consolidated Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying consolidated financial statements relates to the Advantage Portfolio. The Fund seeks long-term capital appreciation.

The Fund has issued five classes of shares — Class I, Class A, Class L, Class C and Class R6. Class C shares will automatically convert to Class A shares eight years after the end of the calendar month in which the shares were purchased. 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 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 pooled investment vehicles and exchange-traded products that invest in bitcoin ("bitcoin ETFs"). 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 and all accounting policies of the Subsidiary are consistent with those of the Fund. As of June 30, 2024, the Subsidiary represented approximately $4,141,000 or approximately 2.56% of the 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/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

13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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/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 reputable broker/dealer or valued by a pricing service/vendor; (4) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (5) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (6) foreign exchange transactions ("spot contracts") and foreign exchange

forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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.

June 30, 2024 (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, 2024:

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	$	10,038	$	—	$	—	$	10,038
Biotechnology		1,777		—		—		1,777
Broadline Retail		13,116		—		—		13,116
Capital Markets		7,456		—		—		7,456
Entertainment		7,935		—		—		7,935
Financial Services		733		5,833		—		6,566
Ground Transportation		10,227		—		—		10,227
Hotels, Restaurants & Leisure		19,805		—		—		19,805
Information Technology Services		34,136		—		—		34,136
Interactive Media & Services		930		—		—		930
Life Sciences Tools & Services		4,582		—		—		4,582
Media		11,392		—		—		11,392
Pharmaceuticals		7,502		—		—		7,502
Software		12,436		—		—		12,436
Specialized REITs		5,672		—		—		5,672
Specialty Retail		2,257		—		—		2,257
Total Common Stocks		149,994		5,833		—		155,827
Investment Company		4,141		—		—		4,141
Call Options Purchased		—		188		—		188
Short-Term Investment
Investment Company		2,060		—		—		2,060
Total Assets	$	156,195	$	6,021	$	—	$	162,216

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 Consolidated Statement of Operations.

Foreign security and currency transactions may involve certain considerations and risks not typically associated

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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 U.S. 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, risks arising from margin and payment requirements, risks arising from mispricing or valuation complexity and operational and legal risks. 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 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 ex-change 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 writes 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

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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, 2024:

	Asset Derivatives Consolidated Statement of Assets and Liabilities Location	Primary Risk Exposure	Value (000)
Purchased Options	Investments, at Value (Purchased Options)	Currency Risk	$	188	(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, 2024 in accordance with ASC 815:

Realized Gain (Loss)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Investments (Purchased Options)	$	(443	)(a)

(a) Amounts are included in Realized Gain on 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)	$	107	(a)

(a) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.

At June 30, 2024, 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(b) (000)			Liabilities(b) (000)
Purchased Options	$	188	(a)	$	—

(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.

(b) 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 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.

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

The following table presents derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2024:

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 & Co. LLC	$	85	$	—	$	—	$	85
JPMorgan Chase Bank NA		103		—		—		103
Total	$	188	$	—	$	—	$	188

(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.

For the six months ended June 30, 2024, the approximate average monthly amount outstanding for each derivative type is as follows:

Purchased Options:
Average monthly notional amount	179,065,000

5.  Indemnifications: The Company enters into contracts that contain a variety of indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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. 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) net of applicable withholding taxes. 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, co-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, 2024, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.56% 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 R6 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, 2024, approximately $83,000 of advisory fees were waived and approximately $51,000 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.

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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 reimbursements when they deem such action is appropriate, the 12b-1 fees on Class L shares of the Fund to the extent it exceeds 0.04% of the average daily net assets of such shares on an annualized basis. For the six months ended June 30, 2024, this waiver amounted to approximately $5,000.

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 distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Consolidated Statement of Operations, amounted to approximately $1,000.

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $51,303,000 and $99,117,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by approximately $3,000 relating to the Fund's investment in the Liquidity Fund.

19

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	2,145	$	52,558	$	52,643	$	81

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	2,060

During the six months ended June 30, 2024, the Fund incurred less than $500 in brokerage commissions with Morgan Stanley & Co. LLC, an affiliate of the Adviser/Administrator and Distributor, for portfolio transactions executed on behalf of the Fund.

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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 RIC 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, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:				2022 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	—	$	—	$	—	$	48,322

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.

20

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

Permanent differences, due to a net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2023:

Total Accumulated Loss (000)		Paid-in- Capital (000)
$	3,856	$	(3,856	)

At December 31, 2023, the Fund had no distributable earnings on a tax basis.

At December 31, 2023, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $105,631,000 and $63,035,000, 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 $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 72.5%.

K. Market Risk and Risks Relating to Certain Financial Instruments:

Bitcoin: The Fund may have exposure to cryptocurrencies indirectly through cash settled futures bitcoin exposure or indirectly through bitcoin ETFs. 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 bitcoin ETFs (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the bitcoin ETFs investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile and subject to sharp declines. 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 Bitcoin ETF exposure could result in substantial losses to the Fund.

Market: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its

21

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

22

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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 but below its peer group average for the 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 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 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.

23

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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

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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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MAPPX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

American Resilience Portfolio

Semi-Annual Financial Statements and Additional Information

June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Portfolio of Investments	2
Statement of Assets and Liabilities	3
Statement of Operations	4
Statements of Changes in Net Assets	5
Financial Highlights	6
Notes to Financial Statements	10
Investment Advisory Agreement Approval	16

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) 869-6397. 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.

June 30, 2024 (unaudited)

Portfolio of Investments

American Resilience Portfolio

	Shares		Value (000)
Common Stocks (93.5%)
Beverages (5.1%)
Coca-Cola Co.		535	$	34
Constellation Brands, Inc., Class A		107		27
				61
Capital Markets (8.3%)
CME Group, Inc.		59		11
FactSet Research Systems, Inc.		36		15
Intercontinental Exchange, Inc.		378		52
Moody's Corp.		49		21
				99
Electronic Equipment, Instruments & Components (1.9%)
CDW Corp.		104		23
Financial Services (6.0%)
Jack Henry & Associates, Inc.		37		6
Visa, Inc., Class A		247		65
				71
Health Care Equipment & Supplies (8.1%)
Abbott Laboratories		264		27
Becton Dickinson & Co.		149		35
Hologic, Inc. (a)		219		16
Steris PLC		86		19
				97
Health Care Providers & Services (3.5%)
UnitedHealth Group, Inc.		82		42
Household Products (3.4%)
Procter & Gamble Co.		247		41
Information Technology Services (4.9%)
Accenture PLC, Class A		190		58
Insurance (5.6%)
Aon PLC, Class A		134		39
Arthur J Gallagher & Co.		107		28
				67
Interactive Media & Services (4.4%)
Alphabet, Inc., Class A		290		53
Life Sciences Tools & Services (9.5%)
Danaher Corp.		34		8
IQVIA Holdings, Inc. (a)		171		36
Revvity, Inc.		245		26
Thermo Fisher Scientific, Inc.		77		43
				113
Machinery (3.2%)
Otis Worldwide Corp.		392		38
Pharmaceuticals (2.0%)
Zoetis, Inc.		141		24
Professional Services (7.8%)
Automatic Data Processing, Inc.		153		36
Broadridge Financial Solutions, Inc.		151		30
Equifax, Inc.		110		27
				93

	Shares		Value (000)
Semiconductors & Semiconductor Equipment (4.0%)
Texas Instruments, Inc.		249	$	48
Software (13.9%)
Constellation Software, Inc. (Canada)		13		37
Microsoft Corp.		206		92
Roper Technologies, Inc.		65		37
				166
Tobacco (1.9%)
Philip Morris International, Inc.		225		23
Total Common Stocks (Cost $977)				1,117
	No. of Warrants
Warrants (0.0%)
Software (0.0%)
Constellation Software, Inc. expires 3/31/40 (a) (Cost $—)		16		—
	Shares
Short-Term Investment (0.4%)
Investment Company (0.4%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G) (Cost $5)		4,996		5
Total Investments (93.9%) (Cost $982) (b)				1,122
Other Assets in Excess of Liabilities (6.1%)				73
Net Assets (100.0%)			$	1,195

(a)  Non-income producing security.

(b)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $150,000 and the aggregate gross unrealized depreciation is approximately $10,000, resulting in net unrealized appreciation of approximately $140,000.

Portfolio Composition

Classification	Percentage of Total Investments
Other*		26.5	%
Software		14.8
Life Sciences Tools & Services		10.0
Capital Markets		8.9
Health Care Equipment & Supplies		8.6
Professional Services		8.3
Financial Services		6.3
Insurance		6.0
Beverages		5.4
Information Technology Services		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.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

American Resilience Portfolio

Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $977)	$	1,117
Investment in Security of Affiliated Issuer, at Value (Cost $5)		5
Total Investments in Securities, at Value (Cost $982)		1,122
Foreign Currency, at Value (Cost $—@)		—	@
Due from Adviser		59
Receivable for Investments Sold		28
Dividends Receivable		1
Receivable from Affiliate		—	@
Other Assets		57
Total Assets		1,267
Liabilities:
Payable for Professional Fees		54
Payable for Investments Purchased		10
Payable for Custodian Fees		1
Payable for Administration Fees		—	@
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 R6		—	@
Payable for Shareholder Services Fees — Class A		—	@
Payable for Distribution and Shareholder Services Fees — Class C		—	@
Other Liabilities		7
Total Liabilities		72
Net Assets	$	1,195
Net Assets Consist of:
Paid-in-Capital	$	1,037
Total Distributable Earnings		158
Net Assets	$	1,195
CLASS I:
Net Assets	$	1,021
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		88,657
Net Asset Value, Offering and Redemption Price Per Share	$	11.52
CLASS A:
Net Assets	$	58
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		5,049
Net Asset Value, Redemption Price Per Share	$	11.48
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	0.64
Maximum Offering Price Per Share	$	12.12
CLASS C:
Net Assets	$	57
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		5,014
Net Asset Value, Offering and Redemption Price Per Share	$	11.39
CLASS R6:
Net Assets	$	59
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		5,067
Net Asset Value, Offering and Redemption Price Per Share	$	11.52

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

American Resilience Portfolio

Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $—@ of Foreign Taxes Withheld)	$	7
Dividends from Security of Affiliated Issuer (Note G)		1
Total Investment Income		8
Expenses:
Professional Fees		74
Registration Fees		19
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 R6 (Note E)		1
Advisory Fees (Note B)		3
Custodian Fees (Note F)		3
Pricing Fees		1
Administration Fees (Note C)		—	@
Shareholder Services Fees — Class A (Note D)		—	@
Distribution and Shareholder Services Fees — Class C (Note D)		—	@
Sub Transfer Agency Fees — Class I		—	@
Directors' Fees and Expenses		—	@
Other Expenses		9
Total Expenses		120
Expenses Reimbursed by Adviser (Note B)		(110	)
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 R6 (Note B)		(1	)
Waiver of Advisory Fees (Note B)		(3	)
Rebate from Morgan Stanley Affiliate (Note G)		(—	@)
Net Expenses		3
Net Investment Income		5
Realized Gain (Loss):
Investments Sold		18
Foreign Currency Translation		(—	@)
Net Realized Gain		18
Change in Unrealized Appreciation (Depreciation):
Investments		29
Foreign Currency Translation		(—	@)
Net Change in Unrealized Appreciation (Depreciation)		29
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		47
Net Increase in Net Assets Resulting from Operations	$	52

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

American Resilience Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)		Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	5	$	10
Net Realized Gain		18		(—	@)
Net Change in Unrealized Appreciation (Depreciation)		29		172
Net Increase in Net Assets Resulting from Operations		52		182
Dividends and Distributions to Shareholders:
Class I		—		(12	)
Class A		—		(1	)
Class C		—		(—	@)
Class R6		—		(1	)
Total Dividends and Distributions to Shareholders		—		(14	)
Capital Share Transactions:(1)​
Class I:
Subscribed		25		3
Distributions Reinvested		—		12
Redeemed		—		(—	@)
Class A:
Distributions Reinvested		—		1
Class C:
Distributions Reinvested		—		—	@
Class R6:
Distributions Reinvested		—		1
Net Increase in Net Assets Resulting from Capital Share Transactions		25		17
Total Increase in Net Assets		77		185
Net Assets:
Beginning of Period		1,118		933
End of Period	$	1,195	$	1,118
(1)   Capital Share Transactions:
Class I:
Shares Subscribed		2		—	@@
Shares Issued on Distributions Reinvested		—		1
Shares Redeemed		—		(—	@@)
Net Increase in Class I Shares Outstanding		2		1
Class A:
Shares Issued on Distributions Reinvested		—		—	@@
Class C:
Shares Issued on Distributions Reinvested		—		—	@@
Class R6:
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.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

American Resilience Portfolio

	Class I
Selected Per Share Data and Ratios	Six Months Ended June 30, 2024 (unaudited)			Year Ended December 31, 2023			Period from July 29, 2022(1)​ to December 31, 2022
Net Asset Value, Beginning of Period	$	11.01		$	9.33		$	10.00
Income (Loss) from Investment Operations:
Net Investment Income(2)​		0.03			0.10			0.04
Net Realized and Unrealized Gain (Loss)		0.48			1.72			(0.71	)
Total from Investment Operations		0.51			1.82			(0.67	)
Distributions from and/or in Excess of:
Net Investment Income		—			(0.14	)		—
Net Asset Value, End of Period	$	11.52		$	11.01		$	9.33
Total Return(3)​		4.63	%(4)​		19.54	%(5)​		(6.70	)%(4)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	1,021		$	952		$	793
Ratio of Expenses Before Expense Limitation		20.37	%(6)​		29.44	%		36.85	%(6)​
Ratio of Expenses After Expense Limitation		0.70	%(6)(7)​		0.50	%(7)(8)​		0.70	%(6)(7)​
Ratio of Net Investment Income		0.60	%(6)(7)​		0.95	%(7)(8)​		0.91	%(6)(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(6)(9)​
Portfolio Turnover Rate		21	%(4)​		35	%		6	%(4)​

(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)  Not annualized.

(5)  Performance was positively impacted by approximately 0.22% for Class I shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class I shares would have been 19.32%.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.70	%		0.75	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

American Resilience Portfolio

	Class A
Selected Per Share Data and Ratios	Six Months Ended June 30, 2024 (unaudited)			Year Ended December 31, 2023			Period from July 29, 2022(1)​ to December 31, 2022
Net Asset Value, Beginning of Period	$	10.99		$	9.31		$	10.00
Income (Loss) from Investment Operations:
Net Investment Income(2)​		0.01			0.06			0.02
Net Realized and Unrealized Gain (Loss)		0.48			1.73			(0.71	)
Total from Investment Operations		0.49			1.79			(0.69	)
Distributions from and/or in Excess of:
Net Investment Income		—			(0.11	)		—
Net Asset Value, End of Period	$	11.48		$	10.99		$	9.31
Total Return(3)​		4.46	%(4)​		19.20	%(5)​		(6.90	)%(4)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	58		$	55		$	47
Ratio of Expenses Before Expense Limitation		24.21	%(6)​		33.82	%		41.47	%(6)​
Ratio of Expenses After Expense Limitation		1.05	%(6)(7)​		0.85	%(7)(8)​		1.05	%(6)(7)​
Ratio of Net Investment Income		0.26	%(6)(7)​		0.61	%(7)(8)​		0.56	%(6)(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(6)(9)​
Portfolio Turnover Rate		21	%(4)​		35	%		6	%(4)​

(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)  Not annualized.

(5)  Performance was positively impacted by approximately 0.22% for Class A shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class A shares would have been 18.98%.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.05	%		0.41	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

American Resilience Portfolio

	Class C
Selected Per Share Data and Ratios	Six Months Ended June 30, 2024 (unaudited)			Year Ended December 31, 2023			Period from July 29, 2022(1)​ to December 31, 2022
Net Asset Value, Beginning of Period	$	10.95		$	9.29		$	10.00
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.03	)		(0.02	)		(0.01	)
Net Realized and Unrealized Gain (Loss)		0.47			1.71			(0.70	)
Total from Investment Operations		0.44			1.69			(0.71	)
Distributions from and/or in Excess of:
Net Investment Income		—			(0.03	)		—
Net Asset Value, End of Period	$	11.39		$	10.95		$	9.29
Total Return(3)​		4.02	%(4)​		18.21	%(5)​		(7.10	)%(4)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	57		$	55		$	46
Ratio of Expenses Before Expense Limitation		25.01	%(6)​		34.58	%		42.21	%(6)​
Ratio of Expenses After Expense Limitation		1.80	%(6)(7)​		1.60	%(7)(8)​		1.80	%(6)(7)​
Ratio of Net Investment Loss		(0.50	)%(6)(7)​		(0.15	)%(7)(8)​		(0.20	)%(6)(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(6)(9)​
Portfolio Turnover Rate		21	%(4)​		35	%		6	%(4)​

(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)  Not annualized.

(5)  Performance was positively impacted by approximately 0.22% for Class C shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class C shares would have been 17.99%.

(6)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.80	%		(0.35	)%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

American Resilience Portfolio

	Class R6
Selected Per Share Data and Ratios	Six Months Ended June 30, 2024 (unaudited)			Year Ended December 31, 2023			Period from July 29, 2022(1)​ to December 31, 2022
Net Asset Value, Beginning of Period	$	11.01		$	9.33		$	10.00
Income (Loss) from Investment Operations:
Net Investment Income(2)​		0.04			0.10			0.04
Net Realized and Unrealized Gain (Loss)		0.47			1.73			(0.71	)
Total from Investment Operations		0.51			1.83			(0.67	)
Distributions from and/or in Excess of:
Net Investment Income		—			(0.15	)		—
Net Asset Value, End of Period	$	11.52		$	11.01		$	9.33
Total Return(3)​		4.63	%(4)​		19.60	%(5)​		(6.70	)%(4)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	59		$	56		$	47
Ratio of Expenses Before Expense Limitation		23.58	%(6)​		33.36	%		41.22	%(6)​
Ratio of Expenses After Expense Limitation		0.65	%(6)(7)​		0.45	%(7)(8)​		0.65	%(6)(7)​
Ratio of Net Investment Income		0.65	%(6)(7)​		1.00	%(7)(8)​		0.95	%(6)(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(6)(9)​
Portfolio Turnover Rate		21	%(4)​		35	%		6	%(4)​

(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)  Not annualized.

(5)  Performance was positively impacted by approximately 0.22% for Class R6 shares due to the reimbursement of transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class R6 shares would have been 19.38%.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.65	%		0.80	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying financial statements relates to the American Resilience Portfolio. The Fund seeks long-term capital appreciation.

The Fund has issued four classes of shares — Class I, Class A, Class C and Class R6.

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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (5) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of the

10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2024:

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	$	1,117	(1)​	$	—		$	—	$	1,117
Warrants		—			—	†		—		—	†
Short-Term Investment
Investment Company		5			—			—		5
Total Assets	$	1,122		$	—	†	$	—	$	1,122	†

(1)  The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.

†  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.

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.

11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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 U.S. 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 indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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. 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) net of applicable withholding taxes. 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, co-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

12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

Agreement, paid quarterly, at the annual rate based on the daily net assets as follows:

First $500 million			Next $500 million			Over $1 billion
	0.55	%		0.50	%		0.45	%

For the six months ended June 30, 2024, 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 0.70% for Class I shares, 1.05% for Class A shares, 1.80% for Class C shares and 0.65% for Class R6 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, 2024, approximately $3,000 of advisory fees were waived and approximately $114,000 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 distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to less than $500.

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term

13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

investments were approximately $295,000 and $227,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by less than $500 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	21	$	238	$	254	$	1

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	5

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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 two-year period ended December 31, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:		2022 Distributions Paid From:
Ordinary Income (000)		Ordinary Income (000)
$	14	$	—

The amount and character of income and gains to be distributed are determined in accordance with income tax regulations

14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

Permanent differences, due to nondeductible expenses, resulted in the following reclassifications among the components of net assets at December 31, 2023:

Total Distributable Earnings (000)		Paid-in- Capital (000)
$	2	$	(2	)

At December 31, 2023, 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	$	—

At December 31, 2023, the Fund had available for federal income tax purposes unused short-term capital losses of approximately $2,000 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, 2023, the Fund utilized capital loss carryforwards for U.S. federal income tax purposes of approximately $6,000.

I. Credit Facility: The Company and other Morgan Stanley funds participated in a $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, the Fund did not have record owners of 10% or greater.

K. Market Risk: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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 its inception in July 2022. 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.

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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.

17

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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MSCUX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

Asia Opportunity
Portfolio

Semi-Annual Financial Statements and Additional Information

June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Consolidated Portfolio of Investments	2
Consolidated Statement of Assets and Liabilities	3
Consolidated Statement of Operations	5
Consolidated Statements of Changes in Net Assets	6
Consolidated Financial Highlights	7
Notes to Consolidated Financial Statements	11
Investment Advisory Agreement Approval	18

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) 869-6397. 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/shareholderresports.

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.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments

Asia Opportunity Portfolio

	Shares		Value (000)
Common Stocks (99.3%)
China (47.0%)
China Resources Mixc Lifestyle Services Ltd. (a)		449,800	$	1,489
Full Truck Alliance Co. Ltd. ADR		191,840		1,542
Greentown Service Group Co. Ltd. (a)		1,514,000		650
Haidilao International Holding Ltd. (a)		2,776,000		4,986
Inner Mongolia Yili Industrial Group Co. Ltd., Class A		715,186		2,540
KE Holdings, Inc. ADR		365,531		5,172
Kuaishou Technology (a)(b)		475,900		2,793
Kweichow Moutai Co. Ltd., Class A		25,494		5,137
Meituan, Class B (a)(b)		523,920		7,447
PDD Holdings, Inc. ADR (b)		21,413		2,847
Qifu Technology, Inc. ADR		200,915		3,964
Shenzhen Mindray Bio-Medical Electronics Co. Ltd., Class A		59,400		2,377
Shenzhou International Group Holdings Ltd. (a)		348,800		3,407
Tencent Holdings Ltd. (a)		141,700		6,722
Trip.com Group Ltd. ADR (b)		175,752		8,260
Wuliangye Yibin Co. Ltd., Class A (b)		123,500		2,171
				61,504
Hong Kong (2.0%)
AIA Group Ltd.		392,500		2,656
India (28.1%)
Axis Bank Ltd.		370,218		5,611
HDFC Bank Ltd.		399,591		8,069
ICICI Bank Ltd. ADR		325,007		9,364
Indian Hotels Co. Ltd.		132,793		994
MakeMyTrip Ltd. (b)		31,607		2,658
Titan Co. Ltd.		121,126		4,936
Zomato Ltd. (b)		2,166,149		5,198
				36,830
Korea, Republic of (11.5%)
Coupang, Inc. (b)		397,794		8,334
KakaoBank Corp.		216,661		3,177
NAVER Corp.		29,368		3,534
				15,045
Singapore (4.0%)
Grab Holdings Ltd., Class A (b)		1,453,210		5,159
Taiwan (5.8%)
Silergy Corp.		119,000		1,688
Taiwan Semiconductor Manufacturing Co. Ltd.		201,000		5,955
				7,643
United States (0.9%)
Webtoon Entertainment, Inc. (b)		51,735		1,181
Total Common Stocks (Cost $111,860)				130,018

	Shares		Value (000)
Short-Term Investment (0.5%)
Investment Company (0.5%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G) (Cost $645)		645,194	$	645
Total Investments (99.8%) (Cost $112,505) (c)(d)				130,663
Other Assets in Excess of Liabilities (0.2%)				237
Net Assets (100.0%)			$	130,900

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)  The approximate fair value and percentage of net assets, $81,537,000 and 62.3%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Consolidated Financial Statements.

(d)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $32,513,000 and the aggregate gross unrealized depreciation is approximately $14,355,000, resulting in net unrealized appreciation of approximately $18,158,000.

ADR  American Depositary Receipt.

Portfolio Composition

Classification	Percentage of Total Investments
Hotels, Restaurants & Leisure		22.5	%
Banks		20.1
Other*		10.2
Interactive Media & Services		10.0
Broadline Retail		8.6
Textiles, Apparel & Luxury Goods		6.4
Semiconductors & Semiconductor Equipment		5.9
Real Estate Management & Development		5.6
Beverages		5.6
Ground Transportation		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 consolidated financial statements.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Asia Opportunity Portfolio

Consolidated Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $111,860)	$	130,018
Investment in Security of Affiliated Issuer, at Value (Cost $645)		645
Total Investments in Securities, at Value (Cost $112,505)		130,663
Foreign Currency, at Value (Cost $2)		2
Cash		1
Receivable for Investments Sold		741
Dividends Receivable		467
Receivable for Fund Shares Sold		25
Receivable from Affiliate		9
Other Assets		59
Total Assets		131,967
Liabilities:
Deferred Capital Gain Country Tax		617
Payable for Advisory Fees		204
Payable for Professional Fees		73
Payable for Custodian Fees		55
Payable for Sub Transfer Agency Fees — Class I		23
Payable for Sub Transfer Agency Fees — Class A		6
Payable for Sub Transfer Agency Fees — Class C		3
Payable for Investments Purchased		25
Payable for Fund Shares Redeemed		22
Payable for Shareholder Services Fees Class A		4
Payable for Distribution and Shareholder Services Fees Class C		7
Payable for Administration Fees		9
Payable for Transfer Agency Fees — Class I		1
Payable for Transfer Agency Fees — Class A		1
Payable for Transfer Agency Fees — Class C		—	@
Payable for Transfer Agency Fees — Class R6		—	@
Other Liabilities		17
Total Liabilities		1,067
Net Assets	$	130,900
Net Assets Consist of:
Paid-in-Capital	$	254,746
Total Accumulated Loss		(123,846	)
Net Assets	$	130,900

The accompanying notes are an integral part of the consolidated financial statements.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Asia Opportunity Portfolio

Consolidated Statement of Assets and Liabilities (cont'd)	June 30, 2024 (000)
CLASS I:
Net Assets	$	99,621
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		5,167,552
Net Asset Value, Offering and Redemption Price Per Share	$	19.28
CLASS A:
Net Assets	$	20,659
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		1,095,031
Net Asset Value, Redemption Price Per Share	$	18.87
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	1.05
Maximum Offering Price Per Share	$	19.92
CLASS C:
Net Assets	$	7,733
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		433,233
Net Asset Value, Offering and Redemption Price Per Share	$	17.85
CLASS R6:
Net Assets	$	2,887
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		149,221
Net Asset Value, Offering and Redemption Price Per Share	$	19.35

@  Amount is less than $500.

The accompanying notes are an integral part of the consolidated financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Asia Opportunity Portfolio

Consolidated Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $63 of Foreign Taxes Withheld)	$	1,174
Dividends from Security of Affiliated Issuer (Note G)		76
Total Investment Income		1,250
Expenses:
Advisory Fees (Note B)		524
Professional Fees		96
Shareholder Services Fees — Class A (Note D)		27
Distribution and Shareholder Services Fees — Class C (Note D)		41
Sub Transfer Agency Fees — Class I		50
Sub Transfer Agency Fees — Class A		11
Sub Transfer Agency Fees — Class C		3
Custodian Fees (Note F)		63
Administration Fees (Note C)		52
Registration Fees		27
Shareholder Reporting Fees		11
Transfer Agency Fees — Class I (Note E)		3
Transfer Agency Fees — Class A (Note E)		3
Transfer Agency Fees — Class C (Note E)		1
Transfer Agency Fees — Class R6 (Note E)		1
Pricing Fees		1
Directors' Fees and Expenses		1
Other Expenses		13
Total Expenses		928
Waiver of Advisory Fees (Note B)		(102	)
Reimbursement of Class Specific Expenses — Class I (Note B)		(29	)
Reimbursement of Class Specific Expenses — Class R6 (Note B)		(1	)
Rebate from Morgan Stanley Affiliate (Note G)		(3	)
Net Expenses		793
Net Investment Income		457
Realized Gain (Loss):
Investments Sold (Net of $120 of Capital Gain Country Tax)		2,545
Foreign Currency Translation		(36	)
Net Realized Gain		2,509
Change in Unrealized Appreciation (Depreciation):
Investments (Net of Decrease in Deferred Capital Gain Country Tax of $25)		4,284
Foreign Currency Translation		(—	@)
Net Change in Unrealized Appreciation (Depreciation)		4,284
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		6,793
Net Increase in Net Assets Resulting from Operations	$	7,250

@  Amount is less than $500.

The accompanying notes are an integral part of the consolidated financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Asia Opportunity Portfolio

Consolidated Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	457		$	274
Net Realized Gain (Loss)		2,509			(30,134	)
Net Change in Unrealized Appreciation (Depreciation)		4,284			11,801
Net Increase (Decrease) in Net Assets Resulting from Operations		7,250			(18,059	)
Dividends and Distributions to Shareholders:
Class I		—			(275	)
Class R6		—			(33	)
Total Dividends and Distributions to Shareholders		—			(308	)
Capital Share Transactions:(1)​
Class I:
Subscribed		10,973			57,083
Distributions Reinvested		—			272
Redeemed		(16,478	)		(98,173	)
Class A:
Subscribed		2,550			8,380
Redeemed		(6,440	)		(11,576	)
Class C:
Subscribed		107			460
Redeemed		(1,979	)		(4,113	)
Class R6:
Subscribed		125			22
Distributions Reinvested		—			33
Redeemed		(6,640	)		(82	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(17,782	)		(47,694	)
Redemption Fees		2			1
Total Decrease in Net Assets		(10,530	)		(66,060	)
Net Assets:
Beginning of Period		141,430			207,490
End of Period	$	130,900		$	141,430
(1)   Capital Share Transactions:
Class I:
Shares Subscribed		614			2,873
Shares Issued on Distributions Reinvested		—			15
Shares Redeemed		(919	)		(5,320	)
Net Decrease in Class I Shares Outstanding		(305	)		(2,432	)
Class A:
Shares Subscribed		137			435
Shares Redeemed		(361	)		(636	)
Net Decrease in Class A Shares Outstanding		(224	)		(201	)
Class C:
Shares Subscribed		6			25
Shares Redeemed		(117	)		(236	)
Net Decrease in Class C Shares Outstanding		(111	)		(211	)
Class R6:
Shares Subscribed		6			1
Shares Issued on Distributions Reinvested		—			2
Shares Redeemed		(393	)		(4	)
Net Decrease in Class R6 Shares Outstanding		(387	)		(1	)

The accompanying notes are an integral part of the consolidated financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Asia Opportunity Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	18.11		$	19.49		$	24.99		$	31.72		$	21.02		$	14.53
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(2)​		0.08			0.05			0.00	(3)​		(0.12	)		(0.12	)		0.02
Net Realized and Unrealized Gain (Loss)		1.09			(1.38	)		(5.50	)		(6.39	)		11.16			6.47
Total from Investment Operations		1.17			(1.33	)		(5.50	)		(6.51	)		11.04			6.49
Distributions from and/or in Excess of:
Net Investment Income		—			(0.05	)		—			—			—			(0.01	)
Net Realized Gain		—			—			—			(0.22	)		(0.34	)		—
Total Distributions		—			(0.05	)		—			(0.22	)		(0.34	)		(0.01	)
Redemption Fees		0.00	(3)​		0.00	(3)​		0.00	(3)​		0.00	(3)​		0.00	(3)​		0.01
Net Asset Value, End of Period	$	19.28		$	18.11		$	19.49		$	24.99		$	31.72		$	21.02
Total Return(4)​		6.46	%(5)​		(6.83	)%(6)​		(22.01	)%		(20.52	)%		52.53	%		44.74	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	99,621		$	99,101		$	154,092		$	320,534		$	366,758		$	83,805
Ratio of Expenses Before Expense Limitation		1.31	%(7)​		1.22	%		1.17	%		1.05	%		N/A			1.28	%
Ratio of Expenses After Expense Limitation		1.10	%(7)(8)​		1.07	%(8)(9)​		1.10	%(8)​		1.05	%(8)​		1.06	%(8)​		1.08	%(8)​
Ratio of Net Investment Income (Loss)		0.81	%(7)(8)​		0.25	%(8)(9)​		0.01	%(8)​		(0.41	)%(8)​		(0.48	)%(8)​		0.11	%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.01	%		0.00	%(10)​		0.00	%(10)​		0.01	%		0.02	%
Portfolio Turnover Rate		9	%(5)​		16	%		14	%		65	%		44	%		27	%

(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)  Not annualized.

(6)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class I shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.09	%		0.23	%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Asia Opportunity Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	17.75		$	19.12		$	24.58		$	31.29		$	20.79		$	14.42
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(2)​		0.04			(0.02	)		(0.06	)		(0.20	)		(0.19	)		(0.06	)
Net Realized and Unrealized Gain (Loss)		1.08			(1.35	)		(5.40	)		(6.29	)		11.03			6.42
Total from Investment Operations		1.12			(1.37	)		(5.46	)		(6.49	)		10.84			6.36
Distributions from and/or in Excess of:
Net Realized Gain		—			—			—			(0.22	)		(0.34	)		—
Redemption Fees		0.00	(3)​		0.00	(3)​		0.00	(3)​		0.00	(3)​		0.00	(3)​		0.01
Net Asset Value, End of Period	$	18.87		$	17.75		$	19.12		$	24.58		$	31.29		$	20.79
Total Return(4)​		6.31	%(5)​		(7.17	)%(6)​		(22.21	)%		(20.74	)%		52.15	%		44.17	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	20,659		$	23,418		$	29,072		$	77,496		$	98,559		$	45,111
Ratio of Expenses Before Expense Limitation		1.59	%(7)​		1.53	%		1.42	%		1.32	%		N/A			1.56	%
Ratio of Expenses After Expense Limitation		1.43	%(7)(8)​		1.40	%(8)(9)​		1.38	%(8)​		1.32	%(8)​		1.34	%(8)​		1.37	%(8)​
Ratio of Net Investment Income (Loss)		0.48	%(7)(8)​		(0.08	)%(8)(9)​		(0.29	)%(8)​		(0.69	)%(8)​		(0.76	)%(8)​		(0.33	)%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.01	%		0.00	%(10)​		0.00	%(10)​		0.01	%		0.02	%
Portfolio Turnover Rate		9	%(5)​		16	%		14	%		65	%		44	%		27	%

(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)  Not annualized.

(6)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class A shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.43	%		(0.11	)%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Asia Opportunity Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	16.86		$	18.29		$	23.69		$	30.39		$	20.35		$	14.21
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.02	)		(0.15	)		(0.19	)		(0.41	)		(0.36	)		(0.17	)
Net Realized and Unrealized Gain (Loss)		1.01			(1.28	)		(5.21	)		(6.07	)		10.74			6.30
Total from Investment Operations		0.99			(1.43	)		(5.40	)		(6.48	)		10.38			6.13
Distributions from and/or in Excess of:
Net Realized Gain		—			—			—			(0.22	)		(0.34	)		—
Redemption Fees		0.00	(3)​		0.00	(3)​		0.00	(3)​		0.00	(3)​		0.00	(3)​		0.01
Net Asset Value, End of Period	$	17.85		$	16.86		$	18.29		$	23.69		$	30.39		$	20.35
Total Return(4)​		5.87	%(5)​		(7.82	)%(6)​		(22.79	)%		(21.32	)%		51.02	%		43.21	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	7,733		$	9,174		$	13,816		$	18,947		$	19,042		$	8,445
Ratio of Expenses Before Expense Limitation		2.32	%(7)​		2.26	%		2.15	%		2.05	%		N/A			2.33	%
Ratio of Expenses After Expense Limitation		2.17	%(7)(8)​		2.14	%(8)(9)​		2.11	%(8)​		2.05	%(8)​		2.08	%(8)​		2.14	%(8)​
Ratio of Net Investment Loss		(0.26	)%(7)(8)​		(0.82	)%(8)(9)​		(1.00	)%(8)​		(1.41	)%(8)​		(1.49	)%(8)​		(0.95	)%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.01	%		0.00	%(10)​		0.00	%(10)​		0.01	%		0.02	%
Portfolio Turnover Rate		9	%(5)​		16	%		14	%		65	%		44	%		27	%

(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)  Not annualized.

(6)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class C shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		2.16	%		(0.84	)%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Asia Opportunity Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(2)​			2019(2)​
Net Asset Value, Beginning of Period	$	18.15		$	19.55		$	25.04		$	31.76		$	21.04		$	14.54
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(3)​		0.08			0.06			0.01			(0.09	)		(0.09	)		0.03
Net Realized and Unrealized Gain (Loss)		1.11			(1.40	)		(5.50	)		(6.41	)		11.15			6.48
Total from Investment Operations		1.19			(1.34	)		(5.49	)		(6.50	)		11.06			6.51
Distributions from and/or in Excess of:
Net Investment Income		—			(0.06	)		—			—			—			(0.02	)
Net Realized Gain		—			—			—			(0.22	)		(0.34	)		—
Total Distributions		—			(0.06	)		—			(0.22	)		(0.34	)		(0.02	)
Redemption Fees		0.01			0.00	(4)​		0.00	(4)​		0.00	(4)​		0.00	(4)​		0.01
Net Asset Value, End of Period	$	19.35		$	18.15		$	19.55		$	25.04		$	31.76		$	21.04
Total Return(5)​		6.61	%(6)​		(6.80	)%(7)​		(21.96	)%		(20.46	)%		52.58	%		44.82	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	2,887		$	9,737		$	10,510		$	13,400		$	26,707		$	21
Ratio of Expenses Before Expense Limitation		1.28	%(8)​		1.17	%		1.12	%		0.98	%		1.03	%		11.85	%
Ratio of Expenses After Expense Limitation		1.05	%(8)(9)​		1.02	%(9)(10)​		1.05	%(9)​		0.98	%(9)​		1.01	%(9)​		1.03	%(9)​
Ratio of Net Investment Income (Loss)		0.86	%(8)(9)​		0.29	%(9)(10)​		0.06	%(9)​		(0.31	)%(9)​		(0.32	)%(9)​		0.19	%(9)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(8)(11)​		0.01	%		0.00	%(11)​		0.00	%(11)​		0.01	%		0.02	%
Portfolio Turnover Rate		9	%(6)​		16	%		14	%		65	%		44	%		27	%

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(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)  Not annualized.

(7)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class R6 shares.

(8)  Annualized.

(9)  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."

(10)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.04	%		0.27	%

(11)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Consolidated Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying consolidated financial statements relates to the Asia Opportunity Portfolio. The Fund seeks long-term capital appreciation.

The Fund has issued four classes of shares — Class I, Class A, Class C and Class R6. Class C shares will automatically convert to Class A shares eight years after the end of the calendar month in which the shares were purchased.

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 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 pooled investment vehicles and exchange-traded products that invest in bitcoin ("bitcoin ETFs"). 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 and all accounting policies of the Subsidiary are consistent with those of the Fund. As of June 30, 2024, the Subsidiary represented 0% of the 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/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/dealers; (3) fixed income securities may be valued by an outside

11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (5) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as

valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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.

12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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, 2024:

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	$	9,364	$	16,857	$	—	$	26,221
Beverages		—		7,308		—		7,308
Broadline Retail		11,181		—		—		11,181
Consumer Finance		3,964		—		—		3,964
Food Products		—		2,540		—		2,540
Ground Transportation		6,701		—		—		6,701
Health Care Equipment & Supplies		—		2,377		—		2,377
Hotels, Restaurants & Leisure		10,918		18,625		—		29,543
Insurance		—		2,656		—		2,656
Interactive Media & Services		—		13,049		—		13,049
Media		1,181		—		—		1,181
Real Estate Management & Development		5,172		2,139		—		7,311
Semiconductors & Semiconductor Equipment		—		7,643		—		7,643
Textiles, Apparel & Luxury Goods		—		8,343		—		8,343
Total Common Stocks		48,481		81,537		—		130,018
Short-Term Investment
Investment Company		645		—		—		645
Total Assets	$	49,126	$	81,537	$	—	$	130,663

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 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 U.S. companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual

13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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.  Redemption Fees: The Fund will assess a 2% redemption fee on Class I shares, Class A shares, Class C shares and Class R6 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.

5.  Indemnifications: The Company enters into contracts that contain a variety of indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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. 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) net of applicable withholding taxes. 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, co-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, 2024, the advisory fee rate (net of waiver/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 1.10% for Class I shares, 1.45% for Class A shares, 2.20% for Class C shares and 1.05% for Class R6 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, 2024, approximately $102,000 of advisory fees were waived and approximately $30,000 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.

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.

14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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 distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Consolidated Statement of Operations, amounted to approximately $1,000.

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $12,197,000 and $31,187,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by approximately $3,000 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	—	$	16,431	$	15,786	$	76

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	645

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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 RIC 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, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:		2022 Distributions Paid From:
Ordinary Income (000)		Ordinary Income (000)
$	308	$	—

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, 2023.

At December 31, 2023, 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)
$	973	$	—

At December 31, 2023, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $80,184,000 and $56,078,000, 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.

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

I. Credit Facility: The Company and other Morgan Stanley funds participated in a $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 86.2%.

K. Market Risk and Risks Relating to Certain Financial Instruments:

Bitcoin: The Fund may have exposure to cryptocurrencies indirectly through cash settled futures bitcoin exposure or indirectly through bitcoin ETFs. 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 bitcoin ETFs (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the bitcoin ETFs investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile and subject to sharp declines. 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 Bitcoin ETF exposure could result in substantial losses to the Fund.

Market: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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 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 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.

June 30, 2024 (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.

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

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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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MSAUX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

Counterpoint Global Portfolio

Semi-Annual Financial Statements and Additional Information

June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Consolidated Portfolio of Investments	2
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	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) 869-6397. 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.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments

Counterpoint Global Portfolio

	Shares		Value (000)
Common Stocks (92.6%)
Argentina (0.0%)‡
Globant SA (a)		13	$	2
Brazil (0.4%)
NU Holdings Ltd., Class A (a)		3,026		39
Vale SA		87		1
				40
Canada (2.8%)
Brookfield Corp.		168		7
Brookfield Infrastructure Partners LP		167		5
Cameco Corp.		228		11
Canada Goose Holdings, Inc. (a)		387		5
Canadian National Railway Co.		378		45
Canadian Pacific Kansas City Ltd.		142		11
Constellation Software, Inc.		4		11
FirstService Corp.		8		1
Shopify, Inc., Class A (a)		2,703		179
Topicus.com, Inc.		58		5
				280
China (1.3%)
China Resources Mixc Lifestyle Services Ltd. (b)		400		1
Full Truck Alliance Co. Ltd. ADR		221		2
Greentown Service Group Co. Ltd. (b)		2,000		1
Haidilao International Holding Ltd. (b)		3,000		5
Inner Mongolia Yili Industrial Group Co. Ltd., Class A		700		2
KE Holdings, Inc. ADR		389		6
Kuaishou Technology (a)(b)		500		3
Meituan, Class B (a)(b)		3,520		50
PDD Holdings, Inc. ADR (a)		25		3
Qifu Technology, Inc. ADR		199		4
Shenzhou International Group Holdings Ltd. (b)		400		4
Tencent Holdings Ltd. (b)		200		10
Trip.com Group Ltd. ADR (a)		810		38
Wuliangye Yibin Co. Ltd., Class A (a)		100		2
				131
Denmark (0.8%)
DSV AS		466		72
Novo Nordisk AS, Class B		70		10
				82
France (3.0%)
Accor SA		67		3
Airbus SE		223		30
Christian Dior SE		46		33
EssilorLuxottica SA		24		5
Eurofins Scientific SE		2,297		115
Hermes International		30		69
L'Oreal SA		18		8
LVMH Moet Hennessy Louis Vuitton SE		9		7
Remy Cointreau SA		10		1

	Shares		Value (000)
Safran SA		75	$	16
Schneider Electric SE		45		11
				298
Germany (0.3%)
Delivery Hero SE (a)		1,342		32
Hong Kong (0.1%)
AIA Group Ltd.		1,000		7
India (1.6%)
Axis Bank Ltd.		570		9
HDFC Bank Ltd. ADR		1,002		64
ICICI Bank Ltd. ADR		2,377		68
Indian Hotels Co. Ltd.		152		1
MakeMyTrip Ltd. (a)		36		3
Titan Co. Ltd.		260		11
Zomato Ltd. (a)		2,549		6
				162
Israel (2.5%)
Global-e Online Ltd. (a)		6,527		237
Oddity Tech Ltd., Class A (a)		460		18
				255
Italy (0.6%)
Brunello Cucinelli SpA		10		1
Davide Campari-Milano NV		211		2
Ferrari NV		3		1
Moncler SpA		981		60
				64
Japan (0.6%)
Sansan, Inc. (a)		5,100		55
Korea, Republic of (1.9%)
Coupang, Inc. (a)		8,069		169
KakaoBank Corp.		487		7
NAVER Corp.		93		11
				187
Netherlands (1.8%)
Adyen NV (a)		123		146
ASML Holding NV		23		24
ASML Holding NV (Registered)		12		12
Universal Music Group NV		45		1
				183
Poland (0.0%)‡
Allegro.eu SA (a)		346		3
Singapore (1.3%)
Grab Holdings Ltd., Class A (a)		29,380		105
Sea Ltd. ADR (a)		424		30
				135
Sweden (0.3%)
Evolution AB		125		13
Hemnet Group AB		559		17
Vitrolife AB		48		1
				31

The accompanying notes are an integral part of the consolidated financial statements.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments (cont'd)

Counterpoint Global Portfolio

	Shares		Value (000)
Switzerland (0.9%)
Cie Financiere Richemont SA, Class A (Registered)		31	$	5
On Holding AG, Class A (a)		1,865		72
Straumann Holding AG (Registered)		109		14
				91
Taiwan (0.0%)‡
Taiwan Semiconductor Manufacturing Co. Ltd. ADR		20		3
United Kingdom (3.7%)
Babcock International Group PLC		18,843		125
Deliveroo PLC (a)		1,910		3
London Stock Exchange Group PLC		103		12
Rentokil Initial PLC		9,504		55
Rightmove PLC		1,006		7
Victoria PLC (a)		73,677		166
				368
United States (68.7%)
10X Genomics, Inc., Class A (a)		769		15
Adobe, Inc. (a)		54		30
Affirm Holdings, Inc. (a)		5,154		156
Agilon Health, Inc. (a)		41,460		271
Airbnb, Inc., Class A (a)		520		79
Alnylam Pharmaceuticals, Inc. (a)		6		1
Altimmune, Inc. (a)		185		1
Amazon.com, Inc. (a)		453		88
American Tower Corp. REIT		282		55
Appfolio, Inc., Class A (a)		1		—	@
Appian Corp., Class A (a)		5,699		176
Arbutus Biopharma Corp. (a)		102,067		315
Argenx SE ADR (a)		4		2
ATAI Life Sciences NV (a)		852		1
Atlassian Corp., Class A (a)		44		8
Aurora Innovation, Inc. (a)		48,305		134
Axon Enterprise, Inc. (a)		1		—	@
Beam Therapeutics, Inc. (a)		67		2
Beyond, Inc. (a)		60		1
Bill Holdings, Inc. (a)		2,016		106
Birkenstock Holding PLC (a)		759		41
Block, Inc., Class A (a)		280		18
Brown & Brown, Inc.		64		6
Burford Capital Ltd.		2,958		38
Burford Capital Ltd.		1,012		13
Cadence Design Systems, Inc. (a)		1		—	@
Cardlytics, Inc. (a)		10,557		87
Carvana Co. (a)		3,139		404
Celsius Holdings, Inc. (a)		13		1
Chewy, Inc., Class A (a)		1,729		47
Cloudflare, Inc., Class A (a)		10,837		898
Coinbase Global, Inc., Class A (a)		3		1
Copart, Inc. (a)		1		—	@
Core & Main, Inc., Class A (a)		745		37
Cricut, Inc., Class A		11,933		72
Crowdstrike Holdings, Inc., Class A (a)		74		28

	Shares		Value (000)
Danaher Corp.		167	$	42
Deckers Outdoor Corp. (a)		13		13
Dexcom, Inc. (a)		17		2
Dlocal Ltd. (a)		374		3
Dollar General Corp.		196		26
DoorDash, Inc., Class A (a)		1,617		176
Doximity, Inc., Class A (a)		1,038		29
Ecolab, Inc.		1		—	@
Endeavor Group Holdings, Inc., Class A		371		10
Fastenal Co.		1		—	@
Fastly, Inc., Class A (a)		10,208		75
Figs, Inc., Class A (a)		585		3
Fiserv, Inc. (a)		143		21
Floor & Decor Holdings, Inc., Class A (a)		949		94
General Electric Co.		2		—	@
GH Research PLC (a)		145		2
Ginkgo Bioworks Holdings, Inc. (a)		1,770		1
Gitlab, Inc., Class A (a)		133		7
GRAIL, Inc. (a)		0		—	@
HCA Healthcare, Inc.		204		66
HEICO Corp., Class A		1		—	@
Home Depot, Inc.		1		—	@
Ibotta, Inc., Class A (a)		39		3
Illumina, Inc. (a)		2		—	@
Inspire Medical Systems, Inc. (a)		6		1
Intellia Therapeutics, Inc. (a)		176		4
Interactive Brokers Group, Inc., Class A		407		50
Intercontinental Exchange, Inc.		476		65
Intuitive Surgical, Inc. (a)		1		—	@
IonQ, Inc. (a)		338		2
Joby Aviation, Inc. (a)		524		3
Klaviyo, Inc., Class A (a)		601		15
Linde PLC		3		1
Lithia Motors, Inc., Class A		155		39
Maplebear, Inc. (a)		440		14
Mastercard, Inc., Class A		52		23
MaxCyte, Inc. (a)		2,072		8
McCormick & Co., Inc.		4		—	@
McDonald's Corp.		2		1
MercadoLibre, Inc. (a)		125		205
Meta Platforms, Inc., Class A		133		67
MicroStrategy, Inc., Class A (a)		284		391
MongoDB, Inc. (a)		16		4
MP Materials Corp. (a)		70		1
MSCI, Inc.		33		16
Opendoor Technologies, Inc. (a)		1,034		2
Outset Medical, Inc. (a)		228		1
Peloton Interactive, Inc., Class A (a)		11,033		37
Penumbra, Inc. (a)		14		3
Pool Corp.		1		—	@
Procore Technologies, Inc. (a)		839		56
ProKidney Corp. (a)		12,124		30
QXO, Inc.		5		—	@

The accompanying notes are an integral part of the consolidated financial statements.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments (cont'd)

Counterpoint Global Portfolio

	Shares		Value (000)
United States (cont'd)
Recursion Pharmaceuticals, Inc., Class A (a)		115	$	1
Redfin Corp. (a)		482		3
RH (a)		12		3
Rivian Automotive, Inc., Class A (a)		191		3
ROBLOX Corp., Class A (a)		3,029		113
Roivant Sciences Ltd. (a)		6,711		71
Rollins, Inc.		1		—	@
Royal Gold, Inc.		219		27
Royalty Pharma PLC, Class A		8,866		234
S&P Global, Inc.		26		12
Salesforce, Inc.		73		19
Samsara, Inc., Class A (a)		1,534		52
Schrodinger, Inc. (a)		50		1
Service Corp. International		1		—	@
ServiceNow, Inc. (a)		108		85
SharkNinja, Inc.		556		42
Sherwin-Williams Co.		1		—	@
Snowflake, Inc., Class A (a)		684		92
Spotify Technology SA (a)		205		64
Standard BioTools, Inc. (a)		5,645		10
Starbucks Corp.		3		—	@
Symbotic, Inc. (a)		61		2
Tesla, Inc. (a)		3,034		600
Texas Pacific Land Corp.		48		35
TKO Group Holdings, Inc.		136		15
Tractor Supply Co.		1		—	@
Trade Desk, Inc., Class A (a)		1,613		158
Uber Technologies, Inc. (a)		1,511		110
Union Pacific Corp.		21		5
Veeva Systems, Inc., Class A (a)		1		—	@
Veralto Corp.		36		3
Visa, Inc., Class A		104		27
Walt Disney Co.		203		20
Waste Connections, Inc.		8		1
Watsco, Inc.		1		1
Wayfair, Inc., Class A (a)		1,195		63
Webtoon Entertainment, Inc. (a)		60		1
XOMA Corp. (a)		10,863		257
Zoetis, Inc.		1		—	@
ZoomInfo Technologies, Inc., Class A (a)		1,571		20
				6,894
Total Common Stocks (Cost $7,225)				9,303
Preferred Stocks (0.5%)
United States (0.5%)
Databricks, Inc., Series H (a)(c)(d) (acquisition cost — $44; acquired 8/31/21)		594		43
Databricks, Inc., Series I (a)(c)(d) (acquisition cost — $1; acquired 9/15/23)		19		1
Stripe, Inc., Series I (a)(c)(d) (acquisition cost — $3; acquired 3/17/23)		123		3
Total Preferred Stocks (Cost $48)				47

	Shares		Value (000)
Investment Company (2.1%)
United States (2.1%)
iShares Bitcoin Trust (a) (Cost $238)		6,145	$	210
	No. of Warrants
Warrants (0.0%)
Canada (0.0%)
Constellation Software, Inc. expires 3/31/40 (a)		18		—
United States (0.0%)
SomaLogic, Inc. expires 8/31/26 (a)		96		—
Total Warrants (Cost $—@)				—
	Shares
Short-Term Investment (3.2%)
Investment Company (3.2%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G) (Cost $323)		323,168		323
Total Investments Excluding Purchased Options (98.4%) (Cost $7,834)				9,883
Total Purchased Options Outstanding (0.1%) (Cost $20)				7
Total Investments (98.5%) (Cost $7,854) (e)(f)(g)				9,890
Other Assets in Excess of Liabilities (1.5%)				153
Net Assets (100.0%)			$	10,043

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.

‡  Amount is less than 0.05%.

@  Value is less than $500.

(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 (excluding 144A holdings) at June 30, 2024 amounts to approximately $47,000 and represents 0.5% of net assets.

(d)  At June 30, 2024, the Fund held fair valued securities valued at approximately $47,000, representing 0.5% of net assets. These securities have been fair valued using significant unobservable inputs as determined in good faith under procedures established by and under the general supervision of the Company's (as defined herein) Directors.

(e)  The approximate fair value and percentage of net assets, $1,290,000 and 12.8%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Consolidated Financial Statements.

(f)  Securities are available for collateral in connection with purchased options.

The accompanying notes are an integral part of the consolidated financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments (cont'd)

Counterpoint Global Portfolio

(g)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $2,629,000 and the aggregate gross unrealized depreciation is approximately $593,000, resulting in net unrealized appreciation of approximately $2,036,000.

ADR  American Depositary Receipt.

REIT  Real Estate Investment Trust.

Call Options Purchased:

The Fund had the following call options purchased open at June 30, 2024:

Counterparty	Description	Strike Price		Expiration Date	Number of Contracts		Notional Amount (000)		Value (000)			Premiums Paid (000)		Unrealized Appreciation (Depreciation) (000)
JPMorgan Chase Bank NA	USD/CNH	CNH	7.69	Jan-25		1,845,972	$	1,846	$	3		$	6	$	(3	)
JPMorgan Chase Bank NA	USD/CNH	CNH	7.78	Mar-25		1,744,664		1,745		4			8		(4	)
JPMorgan Chase Bank NA	USD/CNH	CNH	7.79	Aug-24		1,505,060		1,505		—	@		6		(6	)
									$	7		$	20	$	(13	)

@    Value is less than $500.

CNH  —  Chinese Yuan Renminbi Offshore

USD  —  United States Dollar

Portfolio Composition

Classification	Percentage of Total Investments
Other*		48.2	%
Information Technology Services		12.7
Software		12.4
Broadline Retail		7.1
Biotechnology		6.9
Specialty Retail		6.6
Automobiles		6.1
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 consolidated financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Counterpoint Global Portfolio

Consolidated Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $7,531)	$	9,567
Investment in Security of Affiliated Issuer, at Value (Cost $323)		323
Total Investments in Securities, at Value (Cost $7,854)		9,890
Foreign Currency, at Value (Cost $55)		54
Cash		—	@
Due from Adviser		145
Receivable for Investments Sold		11
Receivable from Affiliate		2
Tax Reclaim Receivable		1
Dividends Receivable		1
Receivable for Fund Shares Sold		—	@
Other Assets		53
Total Assets		10,157
Liabilities:
Payable for Custodian Fees		36
Payable for Professional Fees		29
Payable for Investments Purchased		7
Payable for Administration Fees		1
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 R6		—	@
Deferred Capital Gain Country Tax		1
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		39
Total Liabilities		114
Net Assets	$	10,043
Net Assets Consist of:
Paid-in-Capital	$	13,436
Total Accumulated Loss		(3,393	)
Net Assets	$	10,043
CLASS I:
Net Assets	$	9,591
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		842,755
Net Asset Value, Offering and Redemption Price Per Share	$	11.38
CLASS A:
Net Assets	$	389
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		34,883
Net Asset Value, Redemption Price Per Share	$	11.14
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	0.62
Maximum Offering Price Per Share	$	11.76
CLASS C:
Net Assets	$	49
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		4,643
Net Asset Value, Offering and Redemption Price Per Share	$	10.63
CLASS R6:
Net Assets	$	14
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		1,267
Net Asset Value, Offering and Redemption Price Per Share	$	11.41

@  Amount is less than $500.

The accompanying notes are an integral part of the consolidated financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Counterpoint Global Portfolio

Consolidated Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $1 of Foreign Taxes Withheld)	$	15
Dividends from Security of Affiliated Issuer (Note G)		14
Total Investment Income		29
Expenses:
Professional Fees		146
Custodian Fees (Note F)		56
Advisory Fees (Note B)		41
Registration Fees		26
Pricing Fees		8
Shareholder Reporting Fees		7
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 R6 (Note E)		1
Administration Fees (Note C)		4
Directors' Fees and Expenses		2
Shareholder Services Fees — Class A (Note D)		1
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		26
Total Expenses		322
Expenses Reimbursed by Adviser (Note B)		(226	)
Waiver of Advisory Fees (Note B)		(41	)
Reimbursement of Class Specific Expenses — Class A (Note B)		(2	)
Reimbursement of Class Specific Expenses — Class C (Note B)		(1	)
Reimbursement of Class Specific Expenses — Class R6 (Note B)		(1	)
Rebate from Morgan Stanley Affiliate (Note G)		(1	)
Net Expenses		50
Net Investment Loss		(21	)
Realized Gain (Loss):
Investments Sold (Net of $—@ of Capital Gain Country Tax)		935
Foreign Currency Translation		(—	@)
Net Realized Gain		935
Change in Unrealized Appreciation (Depreciation):
Investments (Net of Increase in Deferred Capital Gain Country Tax of $—@)		(674	)
Foreign Currency Translation		(1	)
Net Change in Unrealized Appreciation (Depreciation)		(675	)
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		260
Net Increase in Net Assets Resulting from Operations	$	239

@  Amount is less than $500.

The accompanying notes are an integral part of the consolidated financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Counterpoint Global Portfolio

Consolidated Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Loss	$	(21	)	$	(26	)
Net Realized Gain (Loss)		935			(125	)
Net Change in Unrealized Appreciation (Depreciation)		(675	)		3,622
Net Increase in Net Assets Resulting from Operations		239			3,471
Capital Share Transactions:(1)​
Class I:
Subscribed		—			88
Redeemed		(118	)		(475	)
Class A:
Subscribed		4			85
Redeemed		(298	)		(160	)
Class C:
Subscribed		—			43
Redeemed		(55	)		(38	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(467	)		(457	)
Total Increase (Decrease) in Net Assets		(228	)		3,014
Net Assets:
Beginning of Period		10,271			7,257
End of Period	$	10,043		$	10,271
(1)   Capital Share Transactions:
Class I:
Shares Subscribed		—			9
Shares Redeemed		(10	)		(51	)
Net Decrease in Class I Shares Outstanding		(10	)		(42	)
Class A:
Shares Subscribed		—	@		10
Shares Redeemed		(26	)		(17	)
Net Decrease in Class A Shares Outstanding		(26	)		(7	)
Class C:
Shares Subscribed		—			5
Shares Redeemed		(5	)		(4	)
Net Increase (Decrease) in Class C Shares Outstanding		(5	)		1

@  Amount is less than 500 shares.

The accompanying notes are an integral part of the consolidated financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Counterpoint Global Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	11.12		$	7.46		$	15.33		$	19.01		$	11.32		$	8.46
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.03	)		(0.02	)		(0.07	)		(0.16	)		(0.11	)		(0.03	)
Net Realized and Unrealized Gain (Loss)		0.29			3.68			(7.80	)		(0.01	)		8.34			2.89
Total from Investment Operations		0.26			3.66			(7.87	)		(0.17	)		8.23			2.86
Distributions from and/or in Excess of:
Net Realized Gain		—			—			—			(3.51	)		(0.54	)		—
Net Asset Value, End of Period	$	11.38		$	11.12		$	7.46		$	15.33		$	19.01		$	11.32
Total Return(3)​		2.34	%(4)​		49.06	%(5)​		(51.34	)%		(0.58	)%		72.70	%		33.81	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	9,591		$	9,491		$	6,681		$	25,794		$	23,717		$	10,097
Ratio of Expenses Before Expense Limitation		6.30	%(6)​		5.63	%		4.57	%		2.39	%		3.29	%		5.22	%
Ratio of Expenses After Expense Limitation		1.04	%(6)(7)​		0.89	%(7)(8)​		1.06	%(7)​		1.05	%(7)​		1.04	%(7)​		1.03	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.05	%(7)​		N/A			N/A			N/A
Ratio of Net Investment Loss		(0.50	)%(6)(7)​		(0.25	)%(7)(8)​		(0.67	)%(7)​		(0.76	)%(7)​		(0.79	)%(7)​		(0.25	)%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.01	%(6)​		0.01	%		0.00	%(9)​		0.00	%(9)​		0.01	%		0.01	%
Portfolio Turnover Rate		51	%(4)​		55	%		59	%		68	%		116	%		67	%

(1)  Not consolidated.

(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)  Performance was positively impacted by approximately 0.26% for Class I shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class I shares would have been 48.80%.

(6)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.04	%		(0.40	)%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Counterpoint Global Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	10.91		$	7.35		$	15.14		$	18.89		$	11.28		$	8.47
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.02	)		(0.06	)		(0.10	)		(0.23	)		(0.19	)		(0.06	)
Net Realized and Unrealized Gain (Loss)		0.25			3.62			(7.69	)		(0.01	)		8.34			2.87
Total from Investment Operations		0.23			3.56			(7.79	)		(0.24	)		8.15			2.81
Distributions from and/or in Excess of:
Net Realized Gain		—			—			—			(3.51	)		(0.54	)		—
Net Asset Value, End of Period	$	11.14		$	10.91		$	7.35		$	15.14		$	18.89		$	11.28
Total Return(3)​		2.11	%(4)​		48.44	%(5)​		(51.45	)%		(0.95	)%		72.25	%		33.18	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	389		$	665		$	502		$	3,598		$	696		$	15
Ratio of Expenses Before Expense Limitation		7.08	%(6)​		6.49	%		5.11	%		2.89	%		4.61	%		23.73	%
Ratio of Expenses After Expense Limitation		1.39	%(6)(7)​		1.25	%(7)(8)​		1.41	%(7)​		1.40	%(7)​		1.39	%(7)​		1.39	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.40	%(7)​		N/A			N/A			N/A
Ratio of Net Investment Loss		(0.43	)%(6)(7)​		(0.61	)%(7)(8)​		(1.02	)%(7)​		(1.12	)%(7)​		(1.16	)%(7)​		(0.62	)%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.01	%(6)​		0.01	%		0.00	%(9)​		0.00	%(9)​		0.01	%		0.01	%
Portfolio Turnover Rate		51	%(4)​		55	%		59	%		68	%		116	%		67	%

(1)  Not consolidated.

(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)  Not annualized.

(5)  Performance was positively impacted by approximately 0.14% for Class A shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class A shares would have been 48.30%.

(6)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment loss, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.39	%		(0.75	)%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Counterpoint Global Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	10.44		$	7.09		$	14.71		$	18.60		$	11.20		$	8.47
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.05	)		(0.12	)		(0.16	)		(0.38	)		(0.27	)		(0.14	)
Net Realized and Unrealized Gain (Loss)		0.24			3.47			(7.46	)		0.00	(3)​		8.21			2.87
Total from Investment Operations		0.19			3.35			(7.62	)		(0.38	)		7.94			2.73
Distributions from and/or in Excess of:
Net Realized Gain		—			—			—			(3.51	)		(0.54	)		—
Net Asset Value, End of Period	$	10.63		$	10.44		$	7.09		$	14.71		$	18.60		$	11.20
Total Return(4)​		1.82	%(5)​		47.46	%(6)​		(51.87	)%		(1.73	)%		70.89	%		32.23	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	49		$	101		$	65		$	175		$	27		$	11
Ratio of Expenses Before Expense Limitation		11.01	%(7)​		9.25	%		8.47	%		6.40	%		18.57	%		24.53	%
Ratio of Expenses After Expense Limitation		2.14	%(7)(8)​		2.02	%(8)(9)​		2.16	%(8)​		2.15	%(8)​		2.14	%(8)​		2.14	%(8)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			2.15	%(8)​		N/A			N/A			N/A
Ratio of Net Investment Loss		(0.97	)%(7)(8)​		(1.37	)%(8)(9)​		(1.77	)%(8)​		(1.93	)%(8)​		(1.90	)%(8)​		(1.37	)%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.01	%(7)​		0.01	%		0.00	%(10)​		0.00	%(10)​		0.01	%		0.01	%
Portfolio Turnover Rate		51	%(5)​		55	%		59	%		68	%		116	%		67	%

(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)  Not annualized.

(6)  Performance was positively impacted by approximately 0.28% for Class C shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class C shares would have been 47.18%.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment loss, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		2.14	%		(1.49	)%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Counterpoint Global Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(2)​			2019(2)​
Net Asset Value, Beginning of Period	$	11.15		$	7.48		$	15.35		$	19.03		$	11.32		$	8.46
Income (Loss) from Investment Operations:
Net Investment Loss(3)​		(0.03	)		(0.02	)		(0.06	)		(0.15	)		(0.10	)		(0.02	)
Net Realized and Unrealized Gain (Loss)		0.29			3.69			(7.81	)		(0.02	)		8.35			2.88
Total from Investment Operations		0.26			3.67			(7.87	)		(0.17	)		8.25			2.86
Distributions from and/or in Excess of:
Net Realized Gain		—			—			—			(3.51	)		(0.54	)		—
Net Asset Value, End of Period	$	11.41		$	11.15		$	7.48		$	15.35		$	19.03		$	11.32
Total Return(4)​		2.33	%(5)​		49.06	%(6)​		(51.27	)%		(0.59	)%		72.88	%		33.81	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	14		$	14		$	9		$	19		$	20		$	11
Ratio of Expenses Before Expense Limitation		23.80	%(7)​		26.73	%		20.79	%		12.66	%		19.31	%		23.44	%
Ratio of Expenses After Expense Limitation		0.99	%(7)(8)​		0.84	%(8)(9)​		1.01	%(8)​		1.00	%(8)​		0.99	%(8)​		0.99	%(8)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.00	%(8)​		N/A			N/A			N/A
Ratio of Net Investment Loss		(0.45	)%(7)(8)​		(0.21	)%(8)(9)​		(0.62	)%(8)​		(0.71	)%(8)​		(0.74	)%(8)​		(0.22	)%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.01	%(7)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.01	%		0.01	%
Portfolio Turnover Rate		51	%(5)​		55	%		59	%		68	%		116	%		67	%

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(2)  Not consolidated.

(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)  Not annualized.

(6)  Performance was positively impacted by approximately 0.13% for Class R6 shares due to the reimbursement of transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class R6 shares would have been 48.93%.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment loss, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.00	%		(0.37	)%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Consolidated Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying consolidated financial statements relates to the Counterpoint Global Portfolio. The Fund seeks long-term capital appreciation.

The Fund has issued four classes of shares — Class I, Class A, Class C and Class R6.

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 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 pooled investment vehicles and exchange-traded products that invest in bitcoin ("bitcoin ETFs"). 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 and all accounting policies of the Subsidiary are consistent with those of the Fund. As of June 30, 2024, the Subsidiary represented approximately $213,000 or approximately 2.12% of the 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/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/dealers; (3) listed options are valued at the last reported sales price on the

13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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 reputable broker/dealer or valued by a pricing service/vendor; (4) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (5) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (6) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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

14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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, 2024:

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	$	—	@	$	171	$	—	$	171
Air Freight & Logistics		—			72		—		72
Automobiles		604			—		—		604
Banks		171			16		—		187
Beverages		1			5		—		6
Biotechnology		684			1		—		685
Broadline Retail		702			3		—		705
Capital Markets		151			12		—		163
Chemicals		2			—		—		2
Commercial Services & Supplies		4			55		—		59
Consumer Finance		4			—		—		4
Consumer Staples Distribution & Retail		40			—		—		40
Distributors		—	@		—		—		—	@
Diversified Consumer Services		—	@		—		—		—	@
Electrical Equipment		—			11		—		11
Entertainment		252			1		—		253
Financial Services		261			184		—		445
Food Products		—	@		2		—		2
Ground Transportation		278			—		—		278
Health Care Equipment & Supplies		7			19		—		26
Health Care Providers & Services		337			—		—		337
Health Care Technology		30			—		—		30
Hotels, Restaurants & Leisure		297			113		—		410
Household Durables		114			166		—		280

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	$	1,250	$	—		$	—	$	1,250
Insurance		6		7			—		13
Interactive Media & Services		87		48			—		135
Leisure Products		37		—			—		37
Life Sciences Tools & Services		75		115			—		190
Machinery		2		—			—		2
Media		249		—			—		249
Metals & Mining		29		—			—		29
Multi-Utilities		5		—			—		5
Oil, Gas & Consumable Fuels		46		—			—		46
Passenger Airlines		3		—			—		3
Personal Care Products		18		8			—		26
Pharmaceuticals		237		10			—		247
Real Estate Management & Development		12		2			—		14
Semiconductors & Semiconductor Equipment		15		24			—		39
Software		1,123		55			—		1,178
Specialized REITs		55		—			—		55
Specialty Retail		651		—			—		651
Tech Hardware, Storage & Peripherals		2		—			—		2
Textiles, Apparel & Luxury Goods		134		190			—		324
Trading Companies & Distributors		38		—			—		38
Total Common Stocks		8,013		1,290			—		9,303
Preferred Stocks
Financial Services		—		—			3		3
Software		—		—			44		44
Total Preferred Stocks		—		—			47		47
Investment Company		210		—			—		210
Warrants		—		—	†		—		—	†
Call Options Purchased		—		7			—		7
Short-Term Investment
Investment Company		323		—			—		323
Total Assets	$	8,546	$	1,297	†	$	47	$	9,890	†

@  Value is less than $500.

†  Includes one or more securities 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.

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

	Preferred Stocks (000)
Beginning Balance	$	46
Purchases		—
Sales		—
Transfers in		—
Transfers out		—
Corporate actions		—
Change in unrealized appreciation (depreciation)		1
Realized gains (losses)		—
Ending Balance	$	47
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2024	$	1

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, 2024. 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, 2024:

	Fair Value at June 30, 2023 (000)		Valuation Technique	Unobservable Input	Amount or Range/ Weighted Average*		Impact to Valuation from an Increase in Input**
Preferred Stocks	$	47	Market Transaction Method	Precedent Transaction	$	26.00–$65.00/$62.40	Increase
			Discounted Cash Flow	Weighted Average Cost of Capital Perpetual Growth Rate		14.0%–16.0%/15.0% 3.0%–4.0%/3.5%	Decrease Increase
			Market Comparable Companies	Enterprise Value/Revenue Discount forLack of Marketability		1.4x–21.9x/13.8x 11.0%	Increase 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.

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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 U.S. 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, risks arising from margin and payment requirements, risks arising from mispricing or valuation complexity and operational and legal risks. 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 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 ex-change 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

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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 writes 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, 2024:

	Asset Derivatives Consolidated Statement of Assets and Liabilities Location	Primary Risk Exposure	Value (000)
Purchased Options	Investments, at Value (Purchased Options)	Currency Risk	$	7	(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, 2024 in accordance with ASC 815:

Realized Gain (Loss)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk Investments	(Purchased Options)	$	(10	)(a)

(a) Amounts are included in Realized Gain on 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)	$	—	@(a)

@ Value is less than $500.

(a) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.

At June 30, 2024, 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(b) (000)			Liabilities(b) (000)
Purchased Options	$	7	(a)	$	—

(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.

(b) 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

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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, 2024:

Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities
Counterparty	Gross Asset Derivatives Presented in the Statement of Assets and Liabilities(a) (000)		Financial Instrument (000)		Collateral Received (000)		Net Amount (not less than $0) (000)
JPMorgan Chase Bank NA	$	7	$	—	$	—	$	7

(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.

For the six months ended June 30, 2024, the approximate average monthly amount outstanding for each derivative type is as follows:

Purchased Options:
Average monthly notional amount	5,517,000

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 indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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. 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) net of applicable withholding taxes. 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, co-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.

19

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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, 2024, 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 R6 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, 2024, approximately $41,000 of advisory fees were waived and approximately $230,000 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 distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Consolidated Statement of Operations, amounted to less than $500.

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.

June 30, 2024 (unaudited)

Notes to Consolidated 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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $4,878,000 and $5,401,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by approximately $1,000 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	375	$	2,295	$	2,347	$	14

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2023 (000)
Liquidity Fund	$	—	$	—	$	323

During the six months ended June 30, 2024, the Fund incurred less than $500 in brokerage commissions with Morgan Stanley & Co. LLC, an affiliate of the Adviser/Administrator and Distributor, for portfolio transactions executed on behalf of the Fund.

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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 RIC 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

21

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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 four-year period ended December 31, 2023 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 years 2023 and 2022.

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, 2023:

Total Accumulated Loss (000)		Paid-in- Capital (000)
$	66	$	(66	)

At December 31, 2023, the Fund had no distributable earnings on a tax basis.

At December 31, 2023, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $3,067,000 and $1,749,000, 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 $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 16.0%.

K. Market Risk and Risks Relating to Certain Financial Instruments:

Bitcoin: The Fund may have exposure to cryptocurrencies indirectly through cash settled futures bitcoin exposure or indirectly through bitcoin ETFs. 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 bitcoin ETFs (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the bitcoin ETFs investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile and subject to sharp declines. 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 Bitcoin ETF exposure could result in substantial losses to the Fund.

Market: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with

22

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

L. Subsequent Event: The Board of Directors of the Company approved a Plan of Liquidation with respect to the Fund, a portfolio of common stock of the Company. Pursuant to the Plan of Liquidation, the assets of the Fund were liquidated, known or reasonable ascertainable liabilities of the Fund were satisfied, the remaining proceeds were distributed to the Fund's shareholders and all the issued and outstanding shares of the Fund were redeemed (the "Liquidation"). The Liquidation occurred on July 22, 2024.

23

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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 but below its peer group average for the 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 the 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.

24

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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

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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

GLCAX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

Developing Opportunity Portfolio

Semi-Annual Financial Statements and Additional Information

June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Consolidated Portfolio of Investments	2
Consolidated Statement of Assets and Liabilities	3
Consolidated Statement of Operations	5
Consolidated Statements of Changes in Net Assets	6
Consolidated Financial Highlights	7
Notes to Consolidated Financial Statements	11
Investment Advisory Agreement Approval	18

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) 869-6397. 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.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments

Developing Opportunity Portfolio

	Shares		Value (000)
Common Stocks (99.1%)
Argentina (1.8%)
Globant SA (a)		3,305	$	589
Brazil (4.8%)
NU Holdings Ltd., Class A (a)		121,016		1,560
China (36.7%)
China Resources Mixc Lifestyle Services Ltd. (b)		110,600		366
Full Truck Alliance Co. Ltd. ADR		47,148		379
Haidilao International Holding Ltd. (b)		482,000		866
Inner Mongolia Yili Industrial Group Co. Ltd., Class A		117,200		416
KE Holdings, Inc. ADR		68,315		967
Kuaishou Technology (a)(b)		80,500		473
Kweichow Moutai Co. Ltd., Class A		5,589		1,126
Meituan, Class B (a)(b)		129,280		1,838
PDD Holdings, Inc. ADR (a)		5,284		702
Qifu Technology, Inc. ADR		31,668		625
Shenzhen Mindray Bio-Medical Electronics Co. Ltd., Class A		9,200		368
Shenzhou International Group Holdings Ltd. (b)		64,100		626
Tencent Holdings Ltd. (b)		24,300		1,153
Trip.com Group Ltd. ADR (a)		33,521		1,575
Wuliangye Yibin Co. Ltd., Class A (a)		21,300		374
				11,854
India (25.7%)
Axis Bank Ltd.		88,313		1,338
HDFC Bank Ltd.		86,481		1,746
ICICI Bank Ltd. ADR		71,214		2,052
Indian Hotels Co. Ltd.		32,478		243
MakeMyTrip Ltd. (a)		7,187		605
Titan Co. Ltd.		27,612		1,125
Zomato Ltd. (a)		499,133		1,198
				8,307
Korea, Republic of (10.9%)
Coupang, Inc. (a)		98,373		2,061
KakaoBank Corp.		42,386		622
NAVER Corp.		6,960		837
				3,520
Poland (1.4%)
Allegro.eu SA (a)		49,722		465
Singapore (3.7%)
Grab Holdings Ltd., Class A (a)		333,068		1,183
Taiwan (5.8%)
Silergy Corp.		29,000		411
Taiwan Semiconductor Manufacturing Co. Ltd.		49,000		1,452
				1,863
United States (8.3%)
MercadoLibre, Inc. (a)		1,443		2,371
Webtoon Entertainment, Inc. (a)		12,771		292
				2,663
Total Common Stocks (Cost $25,681)				32,004

	Shares		Value (000)
Short-Term Investment (1.4%)
Investment Company (1.4%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G) (Cost $431)		431,201	$	431
Total Investments (100.5%) (Cost $26,112) (c)(d)				32,435
Liabilities in Excess of Other Assets (–0.5%)				(149	)
Net Assets (100.0%)			$	32,286

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)  The approximate fair value and percentage of net assets, $17,043,000 and 52.8%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Consolidated Financial Statements.

(d)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $8,253,000 and the aggregate gross unrealized depreciation is approximately $1,930,000, resulting in net unrealized appreciation of approximately $6,323,000.

ADR  American Depositary Receipt.

Portfolio Composition

Classification	Percentage of Total Investments
Banks		22.5	%
Other*		21.9
Hotels, Restaurants & Leisure		19.6
Broadline Retail		17.3
Interactive Media & Services		7.6
Semiconductors & Semiconductor Equipment		5.7
Textiles, Apparel & Luxury Goods		5.4
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.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Developing Opportunity Portfolio

Consolidated Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $25,681)	$	32,004
Investment in Security of Affiliated Issuer, at Value (Cost $431)		431
Total Investments in Securities, at Value (Cost $26,112)		32,435
Foreign Currency, at Value (Cost $—@)		—	@
Cash		1
Dividends Receivable		87
Receivable for Investments Sold		47
Receivable for Fund Shares Sold		10
Receivable from Affiliate		1
Other Assets		51
Total Assets		32,632
Liabilities:
Deferred Capital Gain Country Tax		146
Payable for Fund Shares Redeemed		76
Payable for Professional Fees		57
Payable for Custodian Fees		20
Payable for Sub Transfer Agency Fees — Class I		13
Payable for Sub Transfer Agency Fees — Class A		1
Payable for Sub Transfer Agency Fees — Class C		1
Payable for Advisory Fees		8
Payable for Investments Purchased		7
Payable for Shareholder Services Fees — Class A		1
Payable for Distribution and Shareholder Services Fees — Class C		2
Payable for Administration Fees		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 R6		—	@
Other Liabilities		11
Total Liabilities		346
Net Assets	$	32,286
Net Assets Consist of:
Paid-in-Capital	$	109,808
Total Accumulated Loss		(77,522	)
Net Assets	$	32,286

The accompanying notes are an integral part of the consolidated financial statements.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Developing Opportunity Portfolio

Consolidated Statement of Assets and Liabilities (cont'd)	June 30, 2024 (000)
CLASS I:
Net Assets	$	24,398
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		2,618,207
Net Asset Value, Offering and Redemption Price Per Share	$	9.32
CLASS A:
Net Assets	$	5,011
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		544,842
Net Asset Value, Redemption Price Per Share	$	9.20
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	0.51
Maximum Offering Price Per Share	$	9.71
CLASS C:
Net Assets	$	2,868
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		322,544
Net Asset Value, Offering and Redemption Price Per Share	$	8.89
CLASS R6:
Net Assets	$	9
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		1,001
Net Asset Value, Offering and Redemption Price Per Share	$	9.34

@  Amount is less than $500.

The accompanying notes are an integral part of the consolidated financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Developing Opportunity Portfolio

Consolidated Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $15 of Foreign Taxes Withheld)	$	201
Dividends from Security of Affiliated Issuer (Note G)		9
Total Investment Income		210
Expenses:
Advisory Fees (Note B)		153
Professional Fees		86
Custodian Fees (Note F)		28
Registration Fees		24
Shareholder Services Fees — Class A (Note D)		6
Distribution and Shareholder Services Fees — Class C (Note D)		15
Administration Fees (Note C)		14
Sub Transfer Agency Fees — Class I		10
Sub Transfer Agency Fees — Class A		2
Sub Transfer Agency Fees — Class C		1
Shareholder Reporting Fees		9
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 R6 (Note E)		1
Pricing Fees		1
Directors' Fees and Expenses		1
Other Expenses		10
Total Expenses		365
Waiver of Advisory Fees (Note B)		(138	)
Reimbursement of Class Specific Expenses — Class I (Note B)		(5	)
Reimbursement of Class Specific Expenses — Class C (Note B)		(—	@)
Reimbursement of Class Specific Expenses — Class R6 (Note B)		(1	)
Rebate from Morgan Stanley Affiliate (Note G)		(—	@)
Net Expenses		221
Net Investment Loss		(11	)
Realized Gain (Loss):
Investments Sold (Net of $19 of Capital Gain Country Tax)		48
Foreign Currency Translation		(24	)
Net Realized Gain		24
Change in Unrealized Appreciation (Depreciation):
Investments (Net of Decrease in Deferred Capital Gain Country Tax of $3)		2,483
Foreign Currency Translation		—	@
Net Change in Unrealized Appreciation (Depreciation)		2,483
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		2,507
Net Increase in Net Assets Resulting from Operations	$	2,496

@  Amount is less than $500.

The accompanying notes are an integral part of the consolidated financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Developing Opportunity Portfolio

Consolidated Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Loss	$	(11	)	$	(80	)
Net Realized Gain (Loss)		24			(8,013	)
Net Change in Unrealized Appreciation (Depreciation)		2,483			11,309
Net Increase in Net Assets Resulting from Operations		2,496			3,216
Capital Share Transactions:(1)​
Class I:
Subscribed		5,588			4,936
Redeemed		(10,118	)		(46,845	)
Class A:
Subscribed		263			1,028
Redeemed		(585	)		(1,334	)
Class C:
Subscribed		50			51
Redeemed		(642	)		(1,021	)
Class R6:
Subscribed		—			1
Redeemed		(1	)		—
Net Decrease in Net Assets Resulting from Capital Share Transactions		(5,445	)		(43,184	)
Redemption Fees		—			6
Total Decrease in Net Assets		(2,949	)		(39,962	)
Net Assets:
Beginning of Period		35,235			75,197
End of Period	$	32,286		$	35,235
(1)   Capital Share Transactions:
Class I:
Shares Subscribed		641			578
Shares Redeemed		(1,144	)		(5,498	)
Net Decrease in Class I Shares Outstanding		(503	)		(4,920	)
Class A:
Shares Subscribed		30			121
Shares Redeemed		(68	)		(159	)
Net Decrease in Class A Shares Outstanding		(38	)		(38	)
Class C:
Shares Subscribed		6			6
Shares Redeemed		(76	)		(125	)
Net Decrease in Class C Shares Outstanding		(70	)		(119	)
Class R6:
Shares Subscribed		—			—	@
Shares Redeemed		(—	@)		—
Net Increase (Decrease) in Class R6 Shares Outstanding		(—	@)		—	@

@  Amount is less than 500 shares.

The accompanying notes are an integral part of the consolidated financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Developing Opportunity Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,									Period from February 14, 2020(1)​ to
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			December 31, 2020(2)​
Net Asset Value, Beginning of Period	$	8.65		$	8.21		$	11.79		$	14.50		$	10.00
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(3)​		0.00	(4)​		(0.00	)(4)​		(0.04	)		(0.10	)		(0.10	)
Net Realized and Unrealized Gain (Loss)		0.67			0.44			(3.54	)		(2.61	)		4.60
Total from Investment Operations		0.67			0.44			(3.58	)		(2.71	)		4.50
Redemption Fees		—			0.00	(4)​		0.00	(4)​		0.00	(4)​		0.00	(4)​
Net Asset Value, End of Period	$	9.32		$	8.65		$	8.21		$	11.79		$	14.50
Total Return(5)​		7.75	%(6)​		5.36	%(7)​		(30.36	)%		(18.69	)%		45.00	%(6)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	24,398		$	26,984		$	66,056		$	197,435		$	234,923
Ratio of Expenses Before Expense Limitation		2.00	%(8)​		1.69	%		1.45	%		1.23	%		1.41	%(8)​
Ratio of Expenses After Expense Limitation		1.15	%(8)(9)​		1.12	%(9)(10)​		1.15	%(9)​		1.15	%(9)​		1.14	%(8)(9)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.15	%(9)​		N/A			N/A
Ratio of Net Investment Income (Loss)		0.09	%(8)(9)​		(0.04	)%(9)(10)​		(0.42	)%(9)​		(0.73	)%(9)​		(0.87	)%(8)(9)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(8)(11)​		0.00	%(11)​		0.00	%(11)​		0.00	%(11)​		0.01	%(8)​
Portfolio Turnover Rate		22	%(6)​		15	%		31	%		64	%		18	%(6)​

(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)  Not annualized.

(7)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class I shares.

(8)  Annualized.

(9)  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."

(10)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.15	%		(0.07	)%

(11)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Developing Opportunity Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,									Period from February 14, 2020(1)​ to
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			December 31, 2020(2)​
Net Asset Value, Beginning of Period	$	8.55		$	8.15		$	11.73		$	14.47		$	10.00
Income (Loss) from Investment Operations:
Net Investment Loss(3)​		(0.01	)		(0.03	)		(0.06	)		(0.14	)		(0.13	)
Net Realized and Unrealized Gain (Loss)		0.66			0.43			(3.52	)		(2.60	)		4.60
Total from Investment Operations		0.65			0.40			(3.58	)		(2.74	)		4.47
Redemption Fees		—			0.00	(4)​		0.00	(4)​		0.00	(4)​		0.00	(4)​
Net Asset Value, End of Period	$	9.20		$	8.55		$	8.15		$	11.73		$	14.47
Total Return(5)​		7.60	%(6)​		4.91	%(7)​		(30.52	)%		(18.94	)%		44.70	%(6)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	5,011		$	4,981		$	5,057		$	11,974		$	11,721
Ratio of Expenses Before Expense Limitation		2.28	%(8)​		1.99	%		1.69	%		1.48	%		1.72	%(8)​
Ratio of Expenses After Expense Limitation		1.47	%(8)(9)​		1.44	%(9)(10)​		1.45	%(9)​		1.46	%(9)​		1.44	%(8)(9)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.44	%(9)​		N/A			N/A
Ratio of Net Investment Loss		(0.23	)%(8)(9)​		(0.38	)%(9)(10)​		(0.69	)%(9)​		(1.03	)%(9)​		(1.17	)%(8)(9)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(8)(11)​		0.00	%(11)​		0.00	%(11)​		0.00	%(11)​		0.01	%(8)​
Portfolio Turnover Rate		22	%(6)​		15	%		31	%		64	%		18	%(6)​

(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)  Not annualized.

(7)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class A shares.

(8)  Annualized.

(9)  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."

(10)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.50	%		(0.44	)%

(11)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Developing Opportunity Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,									Period from February 14, 2020(1)​ to
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			December 31, 2020(2)​
Net Asset Value, Beginning of Period	$	8.29		$	7.97		$	11.55		$	14.36		$	10.00
Income (Loss) from Investment Operations:
Net Investment Loss(3)​		(0.04	)		(0.09	)		(0.12	)		(0.24	)		(0.22	)
Net Realized and Unrealized Gain (Loss)		0.64			0.41			(3.46	)		(2.57	)		4.58
Total from Investment Operations		0.60			0.32			(3.58	)		(2.81	)		4.36
Redemption Fees		—			0.00	(4)​		0.00	(4)​		0.00	(4)​		0.00	(4)​
Net Asset Value, End of Period	$	8.89		$	8.29		$	7.97		$	11.55		$	14.36
Total Return(5)​		7.24	%(6)​		4.15	%(7)​		(31.08	)%		(19.57	)%		43.60	%(6)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	2,868		$	3,260		$	4,076		$	6,911		$	5,893
Ratio of Expenses Before Expense Limitation		3.07	%(8)​		2.74	%		2.45	%		2.21	%		2.53	%(8)​
Ratio of Expenses After Expense Limitation		2.25	%(8)(9)​		2.20	%(9)(10)​		2.21	%(9)​		2.19	%(9)​		2.24	%(8)(9)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			2.20	%(9)​		N/A			N/A
Ratio of Net Investment Loss		(1.01	)%(8)(9)​		(1.12	)%(9)(10)​		(1.44	)%(9)​		(1.78	)%(9)​		(1.97	)%(8)(9)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(8)(11)​		0.00	%(11)​		0.00	%(11)​		0.00	%(11)​		0.01	%(8)​
Portfolio Turnover Rate		22	%(6)​		15	%		31	%		64	%		18	%(6)​

(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)  Not annualized.

(7)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class C shares.

(8)  Annualized.

(9)  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."

(10)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		2.25	%		(1.17	)%

(11)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Developing Opportunity Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,									Period from February 14, 2020(2)​ to
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			December 31, 2020(3)​
Net Asset Value, Beginning of Period	$	8.67		$	8.23		$	11.80		$	14.51		$	10.00
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(4)​		0.01			0.00	(5)​		(0.03	)		(0.10	)		(0.07	)
Net Realized and Unrealized Gain (Loss)		0.66			0.44			(3.54	)		(2.61	)		4.58
Total from Investment Operations		0.67			0.44			(3.57	)		(2.71	)		4.51
Redemption Fees		—			0.00	(5)​		0.00	(5)​		0.00	(5)​		0.00	(5)​
Net Asset Value, End of Period	$	9.34		$	8.67		$	8.23		$	11.80		$	14.51
Total Return(6)​		7.73	%(7)​		5.35	%(8)​		(30.25	)%		(18.68	)%		45.10	%(7)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	9		$	10		$	8		$	12		$	15
Ratio of Expenses Before Expense Limitation		26.15	%(9)​		29.92	%		24.48	%		17.42	%		17.67	%(9)​
Ratio of Expenses After Expense Limitation		1.10	%(9)(10)​		1.03	%(10)(11)​		1.11	%(10)(12)​		1.10	%(10)​		1.09	%(9)(10)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.10	%(10)​		N/A			N/A
Ratio of Net Investment Income (Loss)		0.15	%(9)(10)​		0.05	%(10)(11)​		(0.34	)%(10)​		(0.69	)%(10)​		(0.67	)%(9)(10)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(9)(13)​		0.00	%(13)​		0.00	%(13)​		0.00	%(13)​		0.01	%(9)​
Portfolio Turnover Rate		22	%(7)​		15	%		31	%		64	%		18	%(7)​

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(2)  Commencement of Operations.

(3)  Not consolidated.

(4)  Per share amount is based on average shares outstanding.

(5)  Amount is less than $0.005 per share.

(6)  Calculated based on the net asset value as of the last business day of the period.

(7)  Not annualized.

(8)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class R6 shares.

(9)  Annualized.

(10)  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."

(11)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.09	%		(0.01	)%

(12)  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 Consolidated Financial Statements.

(13)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Consolidated Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying consolidated financial statements relates to the Developing Opportunity Portfolio. The Fund seeks long-term capital appreciation.

The Fund has issued four classes of shares — Class I, Class A, Class C and Class R6.

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 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 pooled investment vehicles and exchange-traded products that invest in bitcoin ("bitcoin ETFs"). 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 and all accounting policies of the Subsidiary are consistent with those of the Fund. As of June 30, 2024, the Subsidiary represented 0% of the 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/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/dealers; (3) fixed income securities may be valued by an outside pricing

11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (5) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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.

12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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, 2024:

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	$	3,612	$	3,706	$	—	$	7,318
Beverages		—		1,500		—		1,500
Broadline Retail		5,134		465		—		5,599
Consumer Finance		625		—		—		625
Food Products		—		416		—		416
Ground Transportation		1,562		—		—		1,562
Health Care Equipment & Supplies		—		368		—		368
Hotels, Restaurants & Leisure		2,180		4,145		—		6,325
Information Technology Services		589		—		—		589
Interactive Media & Services		—		2,463		—		2,463
Media		292		—		—		292
Real Estate Management & Development		967		366		—		1,333
Semiconductors & Semiconductor Equipment		—		1,863		—		1,863
Textiles, Apparel & Luxury Goods		—		1,751		—		1,751
Total Common Stocks		14,961		17,043		—		32,004
Short-Term Investment
Investment Company		431		—		—		431
Total Assets	$	15,392	$	17,043	$	—	$	32,435

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 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 U.S. companies may be subject to limitation in other countries. Foreign ownership limitations also may be imposed by the charters of individual

13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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.  Redemption Fees: The Fund will assess a 2% redemption fee on Class I shares, Class A shares, Class C shares and Class R6 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.

5.  Indemnifications: The Company enters into contracts that contain a variety of indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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. 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) net of applicable withholding taxes. 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, co-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
	0.90	%		0.85	%

For the six months ended June 30, 2024, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.09% 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 R6 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, 2024, approximately $138,000 of advisory fees were waived and approximately $6,000 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.

14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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 distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Consolidated Statement of Operations, amounted to less than $500.

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $7,436,000 and $13,234,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by less than $500 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	95	$	8,670	$	8,334	$	9

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	431

During the six months ended June 30, 2024, the Fund incurred less than $500 in brokerage commissions with Morgan Stanley & Co. LLC, an affiliate of the Adviser/Administrator and Distributor, for portfolio transactions executed on behalf of the Fund.

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

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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 RIC 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 four-year period ended December 31, 2023 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 years 2023 and 2022.

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 net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2023:

Total Accumulated Loss (000)		Paid-in- Capital (000)
$	60	$	(60	)

At December 31, 2023, the Fund had no distributable earnings on a tax basis.

At December 31, 2023, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $44,215,000 and $33,704,000, 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 $500,000,000 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 for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

on the unused portion of the Facility, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 86.2%.

K. Market Risk and Risks Relating to Certain Financial Instruments:

Bitcoin: The Fund may have exposure to cryptocurrencies indirectly through cash settled futures bitcoin exposure or indirectly through bitcoin ETFs. 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 bitcoin ETFs (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the bitcoin ETFs investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile and subject to sharp declines. 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 Bitcoin ETF exposure could result in substantial losses to the Fund.

Market: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic

and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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. 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 (i) the Fund's performance was acceptable; and the (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.

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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

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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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MDOAX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

Emerging Markets
ex China Portfolio

Semi-Annual Financial Statements and Additional Information

June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Portfolio of Investments	2
Statement of Assets and Liabilities	4
Statement of Operations	5
Statements of Changes in Net Assets	6
Financial Highlights	7
Notes to Financial Statements	11
Investment Advisory Agreement Approval	19

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) 869-6397. 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.

June 30, 2024 (unaudited)

Portfolio of Investments

Emerging Markets ex China Portfolio

	Shares		Value (000)
Common Stocks (99.7%)
Brazil (6.1%)
Itau Unibanco Holding SA (Preference)		12,241	$	71
Localiza Rent a Car SA		8,330		62
NU Holdings Ltd., Class A (a)		3,128		40
Raia Drogasil SA		18,297		84
Santos Brasil Participacoes SA		24,906		61
Vale SA		4,833		54
WEG SA		10,817		82
				454
Chile (0.6%)
SMU SA		266,509		47
Egypt (0.8%)
Commercial International Bank — Egypt (CIB)		35,158		57
India (30.4%)
Axis Bank Ltd.		2,435		37
Bajaj Auto Ltd.		952		108
Bajaj Finance Ltd.		1,024		87
CG Power & Industrial Solutions Ltd.		9,236		78
Delhivery Ltd. (a)		7,787		37
HDFC Asset Management Co. Ltd.		847		41
HDFC Bank Ltd.		11,868		240
Hindalco Industries Ltd.		14,710		122
ICICI Bank Ltd.		14,170		204
Infosys Ltd.		4,928		93
Infosys Ltd. ADR		3,149		59
Larsen & Toubro Ltd.		1,915		81
Macrotech Developers Ltd.		6,752		122
Mahindra & Mahindra Ltd.		5,707		196
MakeMyTrip Ltd. (a)		952		80
Max Healthcare Institute Ltd.		9,017		102
Pidilite Industries Ltd.		1,858		70
Reliance Industries Ltd.		6,384		239
Star Health & Allied Insurance Co. Ltd. (a)		8,897		60
State Bank of India		17,247		175
United Breweries Ltd.		1,566		37
				2,268
Indonesia (3.9%)
Bank Central Asia Tbk. PT		132,600		80
Bank Mandiri Persero Tbk. PT		201,000		75
Bank Rakyat Indonesia Persero Tbk. PT		303,200		85
Cisarua Mountain Dairy Tbk. PT		169,700		52
				292
Korea, Republic of (14.5%)
DB Insurance Co. Ltd.		354		29
HYBE Co. Ltd.		111		16
Hyundai Marine & Fire Insurance Co. Ltd.		980		24
Hyundai Motor Co.		192		41
KB Financial Group, Inc.		2,004		114
Kia Corp.		692		65
Korea Zinc Co. Ltd.		145		54

	Shares		Value (000)
NAVER Corp.		260	$	31
Samsung Electronics Co. Ltd.		7,281		429
SK Hynix, Inc.		1,642		279
				1,082
Malaysia (0.6%)
Frontken Corp. Bhd.		47,400		45
Mexico (5.5%)
Gruma SAB de CV, Class B		5,401		99
Grupo Financiero Banorte SAB de CV Series O		6,966		54
Qualitas Controladora SAB de CV		8,877		90
Regional SAB de CV		9,786		73
Wal-Mart de Mexico SAB de CV		28,306		97
				413
Poland (3.8%)
Allegro.eu SA (a)		8,122		76
Grupa Kety SA		635		141
Powszechny Zaklad Ubezpieczen SA		5,304		68
				285
Saudi Arabia (1.5%)
Bupa Arabia for Cooperative Insurance Co.		1,603		110
South Africa (4.6%)
Anglo American PLC		3,159		100
AVI Ltd.		14,619		76
Capitec Bank Holdings Ltd.		877		127
OUTsurance Group Ltd.		13,939		36
				339
Sweden (1.2%)
Medicover AB		4,953		89
Switzerland (0.9%)
SIG Group AG (a)		3,707		68
Taiwan (21.8%)
Advantech Co. Ltd.		3,000		34
Airtac International Group		1,000		30
Chailease Holding Co. Ltd.		6,220		29
CTBC Financial Holding Co. Ltd.		29,000		34
Delta Electronics, Inc.		5,000		60
E Ink Holdings, Inc.		6,000		46
Hon Hai Precision Industry Co. Ltd.		19,000		125
Taiwan Semiconductor Manufacturing Co. Ltd.		33,000		978
Unimicron Technology Corp.		15,000		83
United Microelectronics Corp. (a)		72,000		125
Wiwynn Corp.		1,000		81
				1,625
Thailand (1.8%)
Central Retail Corp. PCL		21,400		18
CP ALL PCL		13,400		20
Kasikornbank PCL		12,200		41
Tisco Financial Group PCL		21,100		55
				134

The accompanying notes are an integral part of the financial statements.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Portfolio of Investments (cont'd)

Emerging Markets ex China Portfolio

	Shares		Value (000)
United Kingdom (1.7%)
Antofagasta PLC		4,708	$	125
Total Common Stocks (Cost $5,573)				7,433
	No. of Rights
Rights (0.0%)‡
Brazil (0.0%)‡
Localiza Rent a Car SA, expires 08/06/24 (a) (Cost $—)		84		—	@
	Shares
Short-Term Investment (0.6%)
Investment Company (0.6%)
Morgan Stanley Institutional Liquidity Funds — Government Portfolio — Institutional Class, 5.22% (See Note G) (Cost $48)		47,748		48
Total Investments (100.3%) (Cost $5,621) (b)(c)				7,481
Liabilities in Excess of Other Assets (–0.3%)				(24	)
Net Assets (100.0%)			$	7,457

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.

‡  Amount is less than 0.05%.

(a)  Non-income producing security.

(b)  The approximate fair value and percentage of net assets, $6,380,000 and 85.6%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Financial Statements.

(c)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $1,994,000 and the aggregate gross unrealized depreciation is approximately $134,000, resulting in net unrealized appreciation of approximately $1,860,000.

ADR  American Depositary Receipt.

Portfolio Composition

Classification	Percentage of Total Investments
Other*		34.2	%
Banks		20.9
Semiconductors & Semiconductor Equipment		18.5
Metals & Mining		8.0
Tech Hardware, Storage & Peripherals		7.3
Insurance		5.6
Automobiles		5.5
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.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Emerging Markets ex China Portfolio

Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $5,573)	$	7,433
Investment in Security of Affiliated Issuer, at Value (Cost $48)		48
Total Investments in Securities, at Value (Cost $5,621)		7,481
Foreign Currency, at Value (Cost $4)		4
Due from Adviser		54
Dividends Receivable		15
Tax Reclaim Receivable		1
Receivable from Affiliate		—	@
Other Assets		41
Total Assets		7,596
Liabilities:
Deferred Capital Gain Country Tax		71
Payable for Professional Fees		53
Payable for Custodian Fees		5
Payable for Administration Fees		—	@
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 R6		—	@
Payable for Sub Transfer Agency Fees — Class A		—	@
Payable for Shareholder Services Fees — Class A		—	@
Payable for Distribution and Shareholder Services Fees — Class C		—	@
Other Liabilities		10
Total Liabilities		139
Net Assets	$	7,457
Net Assets Consist of:
Paid-in-Capital	$	5,384
Total Distributable Earnings		2,073
Net Assets	$	7,457
CLASS I:
Net Assets	$	7,235
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		516,582
Net Asset Value, Offering and Redemption Price Per Share	$	14.01
CLASS A:
Net Assets	$	74
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		5,308
Net Asset Value, Redemption Price Per Share	$	13.96
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	0.77
Maximum Offering Price Per Share	$	14.73
CLASS C:
Net Assets	$	73
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		5,273
Net Asset Value, Offering and Redemption Price Per Share	$	13.87
CLASS R6:
Net Assets	$	75
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		5,327
Net Asset Value, Offering and Redemption Price Per Share	$	14.01

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Emerging Markets ex China Portfolio

Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $14 of Foreign Taxes Withheld)	$	74
Dividends from Security of Affiliated Issuer (Note G)		3
Total Investment Income		77
Expenses:
Professional Fees		82
Advisory Fees (Note B)		26
Registration Fees		22
Custodian Fees (Note F)		10
Shareholder Reporting 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 R6 (Note E)		1
Administration Fees (Note C)		3
Pricing Fees		2
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		—	@
Directors' Fees and Expenses		—	@
Other Expenses		9
Total Expenses		167
Expenses Reimbursed by Adviser (Note B)		(104	)
Waiver of Advisory Fees (Note B)		(26	)
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 R6 (Note B)		(1	)
Rebate from Morgan Stanley Affiliate (Note G)		(—	@)
Net Expenses		34
Net Investment Income		43
Realized Gain (Loss):
Investments Sold (Net of $5 of Capital Gain Country Tax)		225
Foreign Currency Translation		(2	)
Futures Contracts		2
Net Realized Gain		225
Change in Unrealized Appreciation (Depreciation):
Investments (Net of Increase in Deferred Capital Gain Country Tax of $7)		575
Foreign Currency Translation		(—	@)
Futures Contracts		(2	)
Net Change in Unrealized Appreciation (Depreciation)		573
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		798
Net Increase in Net Assets Resulting from Operations	$	841

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Emerging Markets ex China Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)		Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	43	$	99
Net Realized Gain		225		191
Net Change in Unrealized Appreciation (Depreciation)		573		881
Net Increase in Net Assets Resulting from Operations		841		1,171
Dividends and Distributions to Shareholders:
Class I		—		(382	)
Class A		—		(4	)
Class C		—		(3	)
Class R6		—		(4	)
Total Dividends and Distributions to Shareholders		—		(393	)
Capital Share Transactions:(1)​
Class I:
Distributions Reinvested		—		382
Class A:
Distributions Reinvested		—		4
Class C:
Distributions Reinvested		—		3
Class R6:
Distributions Reinvested		—		4
Net Increase in Net Assets Resulting from Capital Share Transactions		—		393
Total Increase in Net Assets		841		1,171
Net Assets:
Beginning of Period		6,616		5,445
End of Period	$	7,457	$	6,616
(1)   Capital Share Transactions:
Class I:
Shares Issued on Distributions Reinvested		—		32
Class A:
Shares Issued on Distributions Reinvested		—		—	@
Class C:
Shares Issued on Distributions Reinvested		—		—	@
Class R6:
Shares Issued on Distributions Reinvested		—		—	@

@  Amount is less than 500 shares.

The accompanying notes are an integral part of the financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Emerging Markets ex China Portfolio

	Class I
Selected Per Share Data and Ratios	Six Months Ended June 30, 2024 (unaudited)			Year Ended December 31, 2023			Period from September 30, 2022(1)​ to December 31, 2022
Net Asset Value, Beginning of Period	$	12.43		$	10.89		$	10.00
Income from Investment Operations:
Net Investment Income(2)​		0.08			0.20			0.01
Net Realized and Unrealized Gain		1.50			2.13			0.88
Total from Investment Operations		1.58			2.33			0.89
Distributions from and/or in Excess of:
Net Investment Income		—			(0.21	)		—
Net Realized Gain		—			(0.58	)		—
Total Distributions		—			(0.79	)		—
Net Asset Value, End of Period	$	14.01		$	12.43		$	10.89
Total Return(3)​		12.71	%(4)​		21.57	%(5)​		8.90	%(4)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	7,235		$	6,419		$	5,283
Ratio of Expenses Before Expense Limitation		4.76	%(6)​		7.05	%		8.64	%(6)​
Ratio of Expenses After Expense Limitation		0.98	%(6)(7)​		0.96	%(7)(8)​		0.98	%(6)(7)​
Ratio of Net Investment Income		1.29	%(6)(7)​		1.70	%(7)(8)​		0.25	%(6)(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.01	%(6)​
Portfolio Turnover Rate		14	%(4)​		40	%		21	%(4)​

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class I shares.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.99	%		1.67	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Emerging Markets ex China Portfolio

	Class A
Selected Per Share Data and Ratios	Six Months Ended June 30, 2024 (unaudited)			Year Ended December 31, 2023			Period from September 30, 2022(1)​ to December 31, 2022
Net Asset Value, Beginning of Period	$	12.41		$	10.88		$	10.00
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(2)​		0.06			0.16			(0.00	)(3)​
Net Realized and Unrealized Gain		1.49			2.11			0.88
Total from Investment Operations		1.55			2.27			0.88
Distributions from and/or in Excess of:
Net Investment Income		—			(0.16	)		—
Net Realized Gain		—			(0.58	)		—
Total Distributions		—			(0.74	)		—
Net Asset Value, End of Period	$	13.96		$	12.41		$	10.88
Total Return(4)​		12.49	%(5)​		21.10	%(6)​		8.80	%(5)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	74		$	66		$	54
Ratio of Expenses Before Expense Limitation		7.83	%(7)​		10.80	%		13.28	%(7)​
Ratio of Expenses After Expense Limitation		1.35	%(7)(8)​		1.32	%(8)(9)​		1.34	%(7)(8)​
Ratio of Net Investment Income (Loss)		0.92	%(7)(8)​		1.34	%(8)(9)​		(0.11	)%(7)(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.00	%(10)​		0.01	%(7)​
Portfolio Turnover Rate		14	%(5)​		40	%		21	%(5)​

(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)  Not annualized.

(6)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class A shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.35	%		1.31	%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Emerging Markets ex China Portfolio

	Class C
Selected Per Share Data and Ratios	Six Months Ended June 30, 2024 (unaudited)			Year Ended December 31, 2023			Period from September 30, 2022(1)​ to December 31, 2022
Net Asset Value, Beginning of Period	$	12.38		$	10.86		$	10.00
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(2)​		0.01			0.07			(0.02	)
Net Realized and Unrealized Gain		1.48			2.11			0.88
Total from Investment Operations		1.49			2.18			0.86
Distributions from and/or in Excess of:
Net Investment Income		—			(0.08	)		—
Net Realized Gain		—			(0.58	)		—
Total Distributions		—			(0.66	)		—
Net Asset Value, End of Period	$	13.87		$	12.38		$	10.86
Total Return(3)​		12.04	%(4)​		20.22	%(5)​		8.60	%(4)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	73		$	65		$	54
Ratio of Expenses Before Expense Limitation		8.61	%(6)​		11.57	%		14.04	%(6)​
Ratio of Expenses After Expense Limitation		2.10	%(6)(7)​		2.07	%(7)(8)​		2.09	%(6)(7)​
Ratio of Net Investment Income (Loss)		0.17	%(6)(7)​		0.58	%(7)(8)​		(0.85	)%(6)(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.01	%(6)​
Portfolio Turnover Rate		14	%(4)​		40	%		21	%(4)​

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class C shares.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		2.10	%		0.55	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Emerging Markets ex China Portfolio

	Class R6
Selected Per Share Data and Ratios	Six Months Ended June 30, 2024 (unaudited)			Year Ended December 31, 2023			Period from September 30, 2022(1)​ to December 31, 2022
Net Asset Value, Beginning of Period	$	12.43		$	10.89		$	10.00
Income from Investment Operations:
Net Investment Income(2)​		0.08			0.20			0.01
Net Realized and Unrealized Gain		1.50			2.13			0.88
Total from Investment Operations		1.58			2.33			0.89
Distributions from and/or in Excess of:
Net Investment Income		—			(0.21	)		—
Net Realized Gain		—			(0.58	)		—
Total Distributions		—			(0.79	)		—
Net Asset Value, End of Period	$	14.01		$	12.43		$	10.89
Total Return(3)​		12.71	%(4)​		21.61	%(5)​		8.90	%(4)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	75		$	66		$	54
Ratio of Expenses Before Expense Limitation		7.56	%(6)​		10.54	%		13.03	%(6)​
Ratio of Expenses After Expense Limitation		0.95	%(6)(7)​		0.92	%(7)(8)​		0.94	%(6)(7)​
Ratio of Net Investment Income		1.31	%(6)(7)​		1.74	%(7)(8)​		0.29	%(6)(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.01	%(6)​
Portfolio Turnover Rate		14	%(4)​		40	%		21	%(4)​

(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)  Not annualized.

(5)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class R6 shares.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.95	%		1.71	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying financial statements relates to the Emerging Markets ex China Portfolio. The Fund seeks to provide long-term capital appreciation.

The Fund commenced operations on September 30, 2022 and has issued four classes of shares — Class I, Class A, Class C and Class R6.

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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (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) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward

11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2024:

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	$	—	$	37	$	—	$	37
Automobiles		—		410		—		410
Banks		238		1,324		—		1,562
Beverages		—		37		—		37
Broadline Retail		—		94		—		94
Capital Markets		—		41		—		41
Chemicals		—		70		—		70
Commercial Services & Supplies		—		45		—		45
Construction & Engineering		—		81		—		81
Consumer Finance		—		87		—		87
Consumer Staples Distribution & Retail		228		20		—		248
Containers & Packaging		—		68		—		68
Electrical Equipment		82		78		—		160
Electronic Equipment, Instruments & Components		—		314		—		314
Entertainment		—		16		—		16
Financial Services		—		29		—		29
Food Products		99		128		—		227
Ground Transportation		62		—		—		62

12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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	$	—		$	191	$	—	$	191
Hotels, Restaurants & Leisure		80			—		—		80
Information Technology Services		59			93		—		152
Insurance		90			327		—		417
Interactive Media & Services		—			31		—		31
Machinery		—			30		—		30
Metals & Mining		54			542		—		596
Oil, Gas & Consumable Fuels		—			239		—		239
Real Estate Management & Development		—			122		—		122
Semiconductors & Semiconductor Equipment		—			1,382		—		1,382
Tech Hardware, Storage & Peripherals		—			544		—		544
Transportation Infrastructure		61			—		—		61
Total Common Stocks		1,053			6,380		—		7,433
Rights		—	@		—		—		—	@
Short-Term Investment
Investment Company		48			—		—		48
Total Assets	$	1,101		$	6,380	$	—	$	7,481

@ 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.

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 U.S. 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

13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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, risks arising from margin and payment requirements, risks arising from mispricing or valuation complexity and operational and legal risks. 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 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:

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.

As of June 30, 2024, the Fund did not have any open futures contracts.

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 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, 2024 in accordance with ASC 815:

Realized Gain (Loss)
Primary Risk Exposure	Derivative Type	Value (000)
Equity Risk	Futures Contracts	$	2
Change in Unrealized Appreciation (Depreciation)
Primary Risk Exposure	Derivative Type	Value (000)
Equity Risk	Futures Contracts	$	(2	)

14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

For the six months ended June 30, 2024, the approximate average monthly amount outstanding for each derivative type is as follows:

Futures Contracts:
Average monthly notional value	$	15,000

5.  Redemption Fees The Fund will assess a 2% redemption fee on Class I shares, Class A shares, Class C shares and Class R6 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 indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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. 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) net of applicable withholding taxes. 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, co-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
	0.75	%		0.70	%

For the six months ended June 30, 2024, 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 0.99% for Class I shares, 1.35% for Class A shares, 2.10% for Class C shares and 0.95% for Class R6 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, 2024, approximately $26,000 of advisory fees were waived and approximately $107,000 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.

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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 distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to less than $500.

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $1,239,000 and $945,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Government Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by less than $500 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	214	$	793	$	959	$	3

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	48

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

expenses incurred by them in connection with attending such meetings

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 two-year period ended December 31, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:				2022 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)
$	360	$	33	$	—

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, 2023:

Total Distributable Earnings (000)		Paid-in- Capital (000)
$	1	$	(1	)

At December 31, 2023, 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)
$	35	$	4

I. Credit Facility: The Company and other Morgan Stanley funds participated in a $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, the Fund did not have record owners of 10% or greater.

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

K. Market Risk: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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 its inception in September 2022. 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.

19

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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.

20

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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MSDQX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

Emerging Markets Leaders Portfolio

Semi-Annual Financial Statements and Additional Information

June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Portfolio of Investments	2
Statement of Assets and Liabilities	3
Statement of Operations	5
Statements of Changes in Net Assets	6
Financial Highlights	7
Notes to Financial Statements	12
Investment Advisory Agreement Approval	19

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) 869-6397. 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.

June 30, 2024 (unaudited)

Portfolio of Investments

Emerging Markets Leaders Portfolio

	Shares		Value (000)
Common Stocks (99.8%)
Argentina (3.6%)
Globant SA (a)		49,082	$	8,749
Brazil (13.8%)
Localiza Rent a Car SA		1,035,865		7,783
NU Holdings Ltd., Class A (a)		1,569,379		20,229
Raia Drogasil SA		1,186,394		5,450
WEG SA		17,310		131
				33,593
China (1.9%)
Shenzhou International Group Holdings Ltd. (b)		473,900		4,629
India (49.5%)
Aarti Industries Ltd.		1,219,068		10,017
Aarti Pharmalabs Ltd.		241,441		1,765
Ambuja Cements Ltd.		472,352		3,788
Astral Ltd.		259,873		7,409
AU Small Finance Bank Ltd.		311,277		2,507
Avenue Supermarts Ltd. (a)		201,738		11,411
Axis Bank Ltd.		424,087		6,427
Bajaj Finance Ltd.		9,427		803
Bharti Airtel Ltd.		197,260		3,413
Cholamandalam Investment & Finance Co. Ltd.		7,537		129
GMR Airports Infrastructure Ltd. (a)		4,558,458		5,263
HDFC Bank Ltd.		374,136		7,555
ICICI Bank Ltd.		762,272		10,972
KEI Industries Ltd.		204,218		10,817
Laurus Labs Ltd.		26,130		133
Oberoi Realty Ltd.		196,424		4,155
SRF Ltd.		6,880		201
Timken India Ltd.		71,660		3,671
Titan Co. Ltd.		149,305		6,085
Trent Ltd.		198,864		13,049
TVS Motor Co. Ltd.		299,303		8,476
Varun Beverages Ltd.		145,312		2,834
				120,880
Korea, Republic of (4.4%)
SK Hynix, Inc.		63,817		10,830
Mexico (3.5%)
Fomento Economico Mexicano SAB de CV ADR		28,605		3,079
Grupo Aeroportuario del Sureste SAB de CV ADR		3,928		1,177
Grupo Aeroportuario del Sureste SAB de CV, Class B		38,818		1,169
Grupo Financiero Banorte SAB de CV Series O		410,161		3,196
				8,621
Taiwan (14.8%)
Taiwan Semiconductor Manufacturing Co. Ltd.		737,000		21,835
Unimicron Technology Corp.		1,259,000		6,966
Voltronic Power Technology Corp.		121,334		7,184
				35,985
United Arab Emirates (0.4%)
Spinneys 1961 Holding PLC (a)		2,077,842		866

	Shares		Value (000)
United States (7.9%)
MercadoLibre, Inc. (a)		11,679	$	19,193
Total Common Stocks (Cost $162,917)				243,346
	No. of Rights
Rights (0.0%)‡
Brazil (0.0%)‡
Localiza Rent a Car SA, expires 8/6/24 (a) (Cost $—)		11,270		18
Total Investments (99.8%) (Cost $162,917) (c)(d)				243,364
Other Assets in Excess of Liabilities (0.2%)				592
Net Assets (100.0%)			$	243,956

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.

‡  Amount is less than 0.05%.

(a)  Non-income producing security.

(b)  Security trades on the Hong Kong exchange.

(c)  The approximate fair value and percentage of net assets, $172,324,000 and 70.6%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Financial Statements.

(d)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $87,661,000 and the aggregate gross unrealized depreciation is approximately $7,214,000, resulting in net unrealized appreciation of approximately $80,447,000.

ADR  American Depositary Receipt.

Portfolio Composition

Classification	Percentage of Total Investments
Other*		37.8	%
Banks		20.8
Semiconductors & Semiconductor Equipment		13.4
Broadline Retail		7.9
Electrical Equipment		7.4
Consumer Staples Distribution & Retail		7.3
Specialty Retail		5.4
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.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Emerging Markets Leaders Portfolio

Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $162,917)	$	243,364
Foreign Currency, at Value (Cost $1,877)		1,873
Receivable for Investments Sold		19,560
Dividends Receivable		518
Receivable for Fund Shares Sold		199
Receivable from Affiliate		34
Tax Reclaim Receivable		7
Other Assets		84
Total Assets		265,639
Liabilities:
Payable to Bank		16,366
Deferred Capital Gain Country Tax		4,605
Payable for Advisory Fees		389
Payable for Sub Transfer Agency Fees — Class I		83
Payable for Sub Transfer Agency Fees — Class A		1
Payable for Sub Transfer Agency Fees — Class C		1
Payable for Fund Shares Redeemed		78
Payable for Professional Fees		65
Payable for Custodian Fees		43
Payable for Administration Fees		17
Payable for Shareholder Services Fees — Class A		2
Payable for Distribution and Shareholder Services Fees — Class C		2
Payable for Transfer Agency Fees — Class I		1
Payable for Transfer Agency Fees — Class A		1
Payable for Transfer Agency Fees — Class C		—	@
Payable for Transfer Agency Fees — Class R6		1
Payable for Transfer Agency Fees — Class IR		—	@
Other Liabilities		28
Total Liabilities		21,683
Net Assets	$	243,956
Net Assets Consist of:
Paid-in-Capital	$	300,991
Total Accumulated Loss		(57,035	)
Net Assets	$	243,956

The accompanying notes are an integral part of the financial statements.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Emerging Markets Leaders Portfolio

Statement of Assets and Liabilities (cont'd)	June 30, 2024 (000)
CLASS I:
Net Assets	$	229,743
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		14,352,316
Net Asset Value, Offering and Redemption Price Per Share	$	16.01
CLASS A:
Net Assets	$	10,633
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		683,499
Net Asset Value, Redemption Price Per Share	$	15.56
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	0.86
Maximum Offering Price Per Share	$	16.42
CLASS C:
Net Assets	$	3,097
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		212,383
Net Asset Value, Offering and Redemption Price Per Share	$	14.58
CLASS R6:
Net Assets	$	475
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		29,583
Net Asset Value, Offering and Redemption Price Per Share	$	16.07
CLASS IR:
Net Assets	$	8
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		517
Net Asset Value, Offering and Redemption Price Per Share	$	16.06

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Emerging Markets Leaders Portfolio

Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $121 of Foreign Taxes Withheld)	$	854
Dividends from Security of Affiliated Issuer (Note G)		201
Total Investment Income		1,055
Expenses:
Advisory Fees (Note B)		946
Sub Transfer Agency Fees — Class I		139
Sub Transfer Agency Fees — Class A		5
Sub Transfer Agency Fees — Class C		2
Administration Fees (Note C)		101
Custodian Fees (Note F)		95
Professional Fees		94
Registration Fees		34
Shareholder Services Fees — Class A (Note D)		13
Distribution and Shareholder Services Fees — Class C (Note D)		16
Shareholder Reporting Fees		21
Transfer Agency Fees — Class I (Note E)		5
Transfer Agency Fees — Class A (Note E)		2
Transfer Agency Fees — Class C (Note E)		1
Transfer Agency Fees — Class R6 (Note E)		3
Transfer Agency Fees — Class IR (Note E)		1
Directors' Fees and Expenses		2
Pricing Fees		1
Other Expenses		12
Total Expenses		1,493
Reimbursement of Class Specific Expenses — Class I (Note B)		(85	)
Reimbursement of Class Specific Expenses — Class C (Note B)		(1	)
Reimbursement of Class Specific Expenses — Class R6 (Note B)		(3	)
Reimbursement of Class Specific Expenses — Class IR (Note B)		(1	)
Waiver of Advisory Fees (Note B)		(50	)
Rebate from Morgan Stanley Affiliate (Note G)		(6	)
Net Expenses		1,347
Net Investment Loss		(292	)
Realized Loss:
Investments Sold (Net of $1,595 of Capital Gain Country Tax)		(7,531	)
Foreign Currency Translation		(180	)
Net Realized Loss		(7,711	)
Change in Unrealized Appreciation (Depreciation):
Investments (Net of Increase in Deferred Capital Gain Country Tax of $158)		28,524
Foreign Currency Translation		(6	)
Net Change in Unrealized Appreciation (Depreciation)		28,518
Net Realized Loss and Change in Unrealized Appreciation (Depreciation)		20,807
Net Increase in Net Assets Resulting from Operations	$	20,515

The accompanying notes are an integral part of the financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Emerging Markets Leaders Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Loss	$	(292	)	$	(320	)
Net Realized Loss		(7,711	)		(30,926	)
Net Change in Unrealized Appreciation (Depreciation)		28,518			62,134
Net Increase in Net Assets Resulting from Operations		20,515			30,888
Capital Share Transactions, including direct exchanges pursuant to share class conversions for all periods presented, were as follows:(1)​
Class I:
Subscribed		43,683			102,975
Redeemed		(89,369	)		(135,373	)
Class A:
Subscribed		780			2,068
Redeemed		(1,882	)		(5,617	)
Class C:
Subscribed		56			365
Redeemed		(605	)		(1,483	)
Class R6:
Subscribed		87			379
Redeemed		(20	)		(10,090	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(47,270	)		(46,776	)
Redemption Fees		—	@		—	@
Total Decrease in Net Assets		(26,755	)		(15,888	)
Net Assets:
Beginning of Period		270,711			286,599
End of Period	$	243,956		$	270,711
(1)   Capital Share Transactions:
Class I:
Shares Subscribed		2,965			7,547
Shares Redeemed		(5,963	)		(9,964	)
Net Decrease in Class I Shares Outstanding		(2,998	)		(2,417	)
Class A:
Shares Subscribed		54			157
Shares Redeemed		(130	)		(418	)
Net Decrease in Class A Shares Outstanding		(76	)		(261	)
Class C:
Shares Subscribed		4			29
Shares Redeemed		(45	)		(119	)
Net Decrease in Class C Shares Outstanding		(41	)		(90	)
Class R6:
Shares Subscribed		6			27
Shares Redeemed		(1	)		(711	)
Net Increase (Decrease) in Class R6 Shares Outstanding		5			(684	)

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Emerging Markets Leaders Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	14.75		$	13.15		$	19.77		$	19.43		$	12.70		$	10.38
Income (Loss) from Investment Operations:
Net Investment Loss(1)​		(0.02	)		(0.01	)		(0.08	)		(0.19	)		(0.11	)		(0.02	)
Net Realized and Unrealized Gain (Loss)		1.28			1.61			(6.54	)		0.55			7.62			2.78
Total from Investment Operations		1.26			1.60			(6.62	)		0.36			7.51			2.76
Distributions from and/or in Excess of:
Net Realized Gain		—			—			—			(0.02	)		(0.78	)		(0.44	)
Redemption Fees		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​
Net Asset Value, End of Period	$	16.01		$	14.75		$	13.15		$	19.77		$	19.43		$	12.70
Total Return(3)​		8.54	%(4)​		12.17	%(5)​		(33.49	)%		1.84	%		59.36	%		26.63	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	229,743		$	255,999		$	259,940		$	339,152		$	80,465		$	32,651
Ratio of Expenses Before Expense Limitation		1.16	%(6)​		1.13	%		1.27	%		1.23	%		1.47	%		1.57	%
Ratio of Expenses After Expense Limitation		1.05	%(6)(7)(8)​		1.03	%(8)(9)​		1.15	%(8)(10)​		1.18	%(8)​		1.15	%(8)​		1.17	%(8)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			1.18	%(8)​		N/A			1.16	%(8)​
Ratio of Net Investment Loss		(0.21	)%(6)(8)​		(0.08	)%(8)​		(0.50	)%(8)​		(0.92	)%(8)​		(0.73	)%(8)​		(0.14	)%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(11)​		0.00	%(11)​		0.01	%		0.00	%(11)​		0.01	%		0.01	%
Portfolio Turnover Rate		27	%(4)​		54	%		62	%		27	%		57	%		58	%

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class I shares.

(6)  Annualized.

(7)  Effective June 18, 2024, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.99% for Class I shares. Prior to June 18, 2024, the maximum ratio was 1.05% for Class I shares.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.05	%		(0.10	)%

(10)  Effective October 1, 2022, 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 October 1, 2022, the maximum ratio was 1.20% for Class I shares.

(11)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Emerging Markets Leaders Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	14.36		$	12.84		$	19.37		$	19.09		$	12.53		$	10.29
Income (Loss) from Investment Operations:
Net Investment Loss(1)​		(0.04	)		(0.05	)		(0.12	)		(0.24	)		(0.17	)		(0.05	)
Net Realized and Unrealized Gain (Loss)		1.24			1.57			(6.41	)		0.54			7.51			2.73
Total from Investment Operations		1.20			1.52			(6.53	)		0.30			7.34			2.68
Distributions from and/or in Excess of:
Net Realized Gain		—			—			—			(0.02	)		(0.78	)		(0.44	)
Redemption Fees		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​
Net Asset Value, End of Period	$	15.56		$	14.36		$	12.84		$	19.37		$	19.09		$	12.53
Total Return(3)​		8.36	%(4)​		11.84	%(5)​		(33.71	)%		1.56	%		58.81	%		26.08	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	10,633		$	10,912		$	13,113		$	25,015		$	7,925		$	1,191
Ratio of Expenses Before Expense Limitation		1.43	%(6)​		1.40	%		1.55	%		1.52	%		1.82	%		2.04	%
Ratio of Expenses After Expense Limitation		1.39	%(6)(7)(8)​		1.36	%(8)(9)​		1.45	%(8)(10)​		1.47	%(8)​		1.50	%(8)​		1.55	%(8)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			1.47	%(8)​		N/A			1.54	%(8)​
Ratio of Net Investment Loss		(0.56	)%(6)(8)​		(0.41	)%(8)(9)​		(0.83	)%(8)​		(1.21	)%(8)​		(1.13	)%(8)​		(0.45	)%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(11)​		0.00	%(11)​		0.01	%		0.00	%(11)​		0.01	%		0.01	%
Portfolio Turnover Rate		27	%(4)​		54	%		62	%		27	%		57	%		58	%

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class A shares.

(6)  Annualized.

(7)  Effective June 18, 2024, 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 June 18, 2024, the maximum ratio was 1.40% for Class A shares.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.38	%		(0.43	)%

(10)  Effective October 1, 2022, 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 October 1, 2022, the maximum ratio was 1.55% for Class A shares.

(11)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Emerging Markets Leaders Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	13.51		$	12.17		$	18.49		$	18.37		$	12.17		$	10.08
Income (Loss) from Investment Operations:
Net Investment Loss(1)​		(0.09	)		(0.15	)		(0.22	)		(0.38	)		(0.27	)		(0.13	)
Net Realized and Unrealized Gain (Loss)		1.16			1.49			(6.10	)		0.52			7.25			2.66
Total from Investment Operations		1.07			1.34			(6.32	)		0.14			6.98			2.53
Distributions from and/or in Excess of:
Net Realized Gain		—			—			—			(0.02	)		(0.78	)		(0.44	)
Redemption Fees		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​
Net Asset Value, End of Period	$	14.58		$	13.51		$	12.17		$	18.49		$	18.37		$	12.17
Total Return(3)​		7.92	%(4)​		11.01	%(5)​		(34.18	)%		0.75	%		57.59	%		25.14	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	3,097		$	3,421		$	4,179		$	8,220		$	3,395		$	1,007
Ratio of Expenses Before Expense Limitation		2.23	%(6)​		2.16	%		2.28	%		2.29	%		2.63	%		2.82	%
Ratio of Expenses After Expense Limitation		2.15	%(6)(7)(8)​		2.12	%(8)(9)​		2.17	%(8)(10)​		2.24	%(8)​		2.29	%(8)​		2.30	%(8)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			2.24	%(8)​		N/A			2.29	%(8)​
Ratio of Net Investment Loss		(1.32	)%(6)(8)​		(1.17	)%(8)(9)​		(1.56	)%(8)​		(1.98	)%(8)​		(1.88	)%(8)​		(1.18	)%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(11)​		0.00	%(11)​		0.01	%		0.00	%(11)​		0.01	%		0.01	%
Portfolio Turnover Rate		27	%(4)​		54	%		62	%		27	%		57	%		58	%

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class C shares.

(6)  Annualized.

(7)  Effective June 18, 2024, 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 June 18, 2024, the maximum ratio was 2.15% for Class C shares.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		2.14	%		(1.19	)%

(10)  Effective October 1, 2022, 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 October 1, 2022, the maximum ratio was 2.30% for Class C shares.

(11)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Emerging Markets Leaders Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	14.81		$	13.19		$	19.81		$	19.45		$	12.71		$	10.38
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(2)​		(0.01	)		(0.01	)		(0.09	)		(0.17	)		(0.09	)		0.00	(3)​
Net Realized and Unrealized Gain (Loss)		1.27			1.63			(6.53	)		0.55			7.61			2.77
Total from Investment Operations		1.26			1.62			(6.62	)		0.38			7.52			2.77
Distributions from and/or in Excess of:
Net Realized Gain		—			—			—			(0.02	)		(0.78	)		(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	$	16.07		$	14.81		$	13.19		$	19.81		$	19.45		$	12.71
Total Return(4)​		8.51	%(5)​		12.28	%(6)​		(33.42	)%		1.94	%		59.39	%		26.73	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	475		$	371		$	9,360		$	41,692		$	27,230		$	19,838
Ratio of Expenses Before Expense Limitation		2.38	%(7)​		1.08	%		1.20	%		1.16	%		1.42	%		1.53	%
Ratio of Expenses After Expense Limitation		0.99	%(7)(8)(9)​		0.99	%(9)(10)​		1.08	%(9)(11)​		1.10	%(9)​		1.09	%(9)​		1.10	%(9)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			1.10	%(9)​		N/A			1.09	%(9)​
Ratio of Net Investment Income (Loss)		(0.16	)%(7)(9)​		(0.03	)%(9)(10)​		(0.59	)%(9)​		(0.84	)%(9)​		(0.65	)%(9)​		0.00	%(9)(12)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(12)​		0.00	%(12)​		0.01	%		0.00	%(12)​		0.01	%		0.01	%
Portfolio Turnover Rate		27	%(5)​		54	%		62	%		27	%		57	%		58	%

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(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)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class R6 shares.

(7)  Annualized.

(8)  Effective June 18, 2024, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.95% for Class R6 shares. Prior to June 18, 2024, the maximum ratio was 1.00% for Class R6 shares.

(9)  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."

(10)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.00	%		(0.04	)%

(11)  Effective October 1, 2022, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.00% for Class R6 shares. Prior to October 1, 2022, the maximum ratio was 1.10% for Class R6 shares.

(12)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Emerging Markets Leaders Portfolio

	Class IR
	Six Months Ended June 30, 2024			Year Ended December 31,						Period from April 12, 2021(1)​ to
Selected Per Share Data and Ratios	(unaudited)			2023			2022			December 31, 2021
Net Asset Value, Beginning of Period	$	14.80		$	13.18		$	19.81		$	19.37
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.01	)		(0.01	)		(0.07	)		(0.12	)
Net Realized and Unrealized Gain (Loss)		1.27			1.63			(6.56	)		0.58
Total from Investment Operations		1.26			1.62			(6.63	)		0.46
Distributions from and/or in Excess of:
Net Realized Gain		—			—			—			(0.02	)
Redemption Fees		0.00	(3)​		0.00	(3)​		0.00	(3)​		0.00	(3)​
Net Asset Value, End of Period	$	16.06		$	14.80		$	13.18		$	19.81
Total Return(4)​		8.51	%(5)​		12.29	%(6)​		(33.47	)%		2.36	%(5)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	8		$	8		$	7		$	10
Ratio of Expenses Before Expense Limitation		26.42	%(7)​		29.98	%		11.47	%		14.15	%(7)​
Ratio of Expenses After Expense Limitation		0.99	%(7)(8)(9)​		0.98	%(9)(10)​		1.08	%(9)(11)​		1.10	%(7)(9)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			1.10	%(7)(9)​
Ratio of Net Investment Loss		(0.18	)%(7)(9)​		(0.04	)%(9)(10)​		(0.44	)%(9)​		(0.80	)%(7)(9)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(12)​		0.00	%(12)​		0.01	%		0.00	%(12)​
Portfolio Turnover Rate		27	%(5)​		54	%		62	%		27	%

(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)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class IR shares.

(7)  Annualized.

(8)  Effective June 18, 2024, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.95% for Class IR shares. Prior to June 18, 2024, the maximum ratio was 1.00% for Class IR shares.

(9)  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."

(10)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class IR shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.00	%		(0.06	)%

(11)  Effective October 1, 2022, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.00% for Class IR shares. Prior to October 1, 2022, the maximum ratio was 1.10% for Class IR shares.

(12)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying financial statements relates to the Emerging Markets Leaders Portfolio. The Fund seeks long-term capital appreciation.

The Fund has issued five classes of shares — Class I, Class A, Class C, Class R6 and Class IR. Class C shares will automatically convert to Class A shares eight years after the end of the calendar month in which the shares were purchased.

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/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-thecounter ("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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (5) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts

12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2024:

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	$	—	$	8,476	$	—	$	8,476
Banks		23,425		27,461		—		50,886
Beverages		3,079		2,834		—		5,913
Broadline Retail		19,193		—		—		19,193
Building Products		—		7,409		—		7,409
Chemicals		—		10,218		—		10,218
Construction Materials		—		3,788		—		3,788
Consumer Finance		—		932		—		932
Consumer Staples Distribution & Retail		6,316		11,411		—		17,727
Electrical Equipment		131		18,001		—		18,132
Electronic Equipment, Instruments & Components		—		6,966		—		6,966
Ground Transportation		7,783		—		—		7,783
Information Technology Services		8,749		—		—		8,749
Machinery		—		3,671		—		3,671
Pharmaceuticals		—		1,898		—		1,898
Real Estate Management & Development		—		4,155		—		4,155
Semiconductors & Semiconductor Equipment		—		32,665		—		32,665
Specialty Retail		—		13,049		—		13,049
Textiles, Apparel & Luxury Goods		—		10,714		—		10,714

13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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)
Transportation Infrastructure	$	2,346	$	5,263	$	—	$	7,609
Wireless Telecommunication Services		—		3,413		—		3,413
Total Common Stocks		71,022		172,324		—		243,346
Rights		18		—		—		18
Total Assets	$	71,040	$	172,324	$	—	$	243,364

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 U.S. 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 R6 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.

5.  Indemnifications: The Company enters into contracts that contain a variety of indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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. 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) net of applicable withholding taxes. 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, co-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
	0.75	%		0.70	%

For the six months ended June 30, 2024, the advisory fee rate (net of waiver/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 1.05% for Class I shares, 1.40% for Class A shares, 2.15% for Class C shares, 1.00% for Class R6 shares and

1.00% for Class IR shares. Effective June 18, 2024, the Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses will not exceed 0.99% for Class I shares, 1.35% for Class A shares, 2.10% for Class C shares, 0.95% for Class R6 shares and 0.95% for Class IR shares. The fee waivers and/or expense reimbursements will continue until at least June 18, 2025 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, 2024, approximately $50,000 of advisory fees were waived and approximately $90,000 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

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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 distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to approximately $1,000.

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $66,883,000 and $118,066,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Government Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by approximately $6,000 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	3,947	$	73,798	$	77,745	$	201

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	—

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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.

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023 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 years 2023 and 2022.

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 net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2023:

Total Accumulated Loss (000)		Paid-in- Capital (000)
$	1,503	$	(1,503	)

At December 31, 2023, the Fund had no distributable earnings on a tax basis.

At December 31, 2023, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $66,636,000 and $49,475,000, 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.

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, 2023, the Fund intends to defer to January 1, 2024 for U.S. federal income tax purposes the following losses:

Qualified Late Year Ordinary Losses (000)		Post- October Capital Losses (000)
$	291	$	—

I. Credit Facility: The Company and other Morgan Stanley funds participated in a $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 79.1%.

K. Market Risk: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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- and five-year periods but below its peer group average for the three-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 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.

19

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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.

20

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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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MELAX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

Emerging Markets Portfolio

Semi-Annual Financial Statements and Additional Information

June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Portfolio of Investments	2
Statement of Assets and Liabilities	4
Statement of Operations	6
Statements of Changes in Net Assets	7
Financial Highlights	9
Notes to Financial Statements	15
Investment Advisory Agreement Approval	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) 869-6397. 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.

June 30, 2024 (unaudited)

Portfolio of Investments

Emerging Markets Portfolio

	Shares		Value (000)
Common Stocks (99.8%)
Brazil (6.1%)
Itau Unibanco Holding SA (Preference)		1,157,224	$	6,709
Localiza Rent a Car SA		733,818		5,513
NU Holdings Ltd., Class A (a)		258,748		3,335
Raia Drogasil SA		948,352		4,357
Vale SA		315,271		3,509
WEG SA		1,229,383		9,279
				32,702
China (19.4%)
Alibaba Group Holding Ltd. (b)		1,212,800		10,931
Baidu, Inc. ADR (a)		15,508		1,341
Bank of Ningbo Co. Ltd., Class A		647,100		1,960
BYD Co. Ltd., H Shares (b)		233,500		6,935
China Construction Bank Corp., H Shares (b)		14,407,120		10,650
China Mengniu Dairy Co. Ltd. (b)		1,332,000		2,384
China Merchants Bank Co. Ltd., H Shares (b)		1,325,000		6,021
China Resources Beer Holdings Co. Ltd. (b)		562,000		1,891
JD.com, Inc., Class A (b)		95,373		1,239
Jiangsu Hengrui Pharmaceuticals Co. Ltd., Class A (a)		444,759		2,351
KE Holdings, Inc. ADR		74,406		1,053
Kweichow Moutai Co. Ltd., Class A		18,649		3,758
Li Auto, Inc., Class A (a)(b)		69,800		625
Li Ning Co. Ltd. (b)		498,500		1,074
Meituan, Class B (a)(b)		174,490		2,480
NARI Technology Co. Ltd., Class A		904,400		3,100
NetEase, Inc. (b)		175,600		3,353
Ping An Insurance Group Co. of China Ltd., Class H (b)		437,500		1,982
Postal Savings Bank of China Co. Ltd. (b)		3,599,000		2,107
Proya Cosmetics Co. Ltd., Class A		184,528		2,812
Shenzhen Inovance Technology Co. Ltd., Class A		389,000		2,743
Shenzhou International Group Holdings Ltd. (b)		335,600		3,278
Tencent Holdings Ltd. (b)		476,200		22,591
Trip.com Group Ltd. ADR (a)		98,425		4,626
Yum China Holdings, Inc.		51,151		1,578
				102,863
India (25.5%)
Axis Bank Ltd.		277,288		4,202
Bajaj Auto Ltd.		66,307		7,554
Bajaj Finance Ltd.		55,384		4,720
CG Power & Industrial Solutions Ltd.		236,220		1,994
Coforge Ltd.		10,989		717
Delhivery Ltd. (a)		578,630		2,775
HDFC Asset Management Co. Ltd.		96,073		4,597
HDFC Bank Ltd.		429,299		8,669
Hindalco Industries Ltd.		606,002		5,024
Hitachi Energy India Ltd.		33,736		5,217
ICICI Bank Ltd.		942,242		13,562
Infosys Ltd.		343,465		6,446
Infosys Ltd. ADR (c)		118,351		2,204
Larsen & Toubro Ltd.		127,627		5,421

	Shares		Value (000)
Macrotech Developers Ltd.		311,154	$	5,611
Mahindra & Mahindra Ltd.		443,502		15,224
MakeMyTrip Ltd. (a)		38,532		3,241
Max Healthcare Institute Ltd.		418,214		4,710
Pidilite Industries Ltd.		117,633		4,451
Reliance Industries Ltd.		358,746		13,448
Star Health & Allied Insurance Co. Ltd. (a)		414,719		2,777
State Bank of India		958,242		9,735
United Breweries Ltd.		135,520		3,224
				135,523
Indonesia (2.9%)
Bank Central Asia Tbk. PT		8,351,800		5,054
Bank Mandiri Persero Tbk. PT		9,460,200		3,539
Bank Rakyat Indonesia Persero Tbk. PT		14,525,900		4,073
Cisarua Mountain Dairy Tbk. PT		8,862,100		2,706
				15,372
Korea, Republic of (11.8%)
DB Insurance Co. Ltd.		27,288		2,261
HYBE Co. Ltd.		8,246		1,208
Hyundai Marine & Fire Insurance Co. Ltd.		75,680		1,891
Hyundai Motor Co.		13,227		2,821
KB Financial Group, Inc.		74,619		4,244
Kia Corp.		45,397		4,248
Korea Zinc Co. Ltd.		8,167		3,043
NAVER Corp.		19,335		2,327
Samsung Electronics Co. Ltd.		373,008		21,953
SK Hynix, Inc.		109,525		18,587
				62,583
Mexico (4.6%)
Gruma SAB de CV, Class B		432,846		7,928
Grupo Financiero Banorte SAB de CV Series O		615,194		4,794
Qualitas Controladora SAB de CV		572,515		5,820
Wal-Mart de Mexico SAB de CV		1,677,002		5,728
				24,270
Poland (2.5%)
Allegro.eu SA (a)		758,804		7,092
Powszechny Zaklad Ubezpieczen SA		501,800		6,406
				13,498
Saudi Arabia (1.6%)
Alinma Bank		533,503		4,449
Bupa Arabia for Cooperative Insurance Co.		61,588		4,228
				8,677
South Africa (3.3%)
Anglo American PLC		230,389		7,297
AVI Ltd.		620,305		3,222
Capitec Bank Holdings Ltd.		47,065		6,834
				17,353
Taiwan (18.8%)
Advantech Co. Ltd.		210,000		2,391
Airtac International Group		94,448		2,867
Chailease Holding Co. Ltd.		370,480		1,749

The accompanying notes are an integral part of the financial statements.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Portfolio of Investments (cont'd)

Emerging Markets Portfolio

	Shares		Value (000)
Taiwan (cont'd)
CTBC Financial Holding Co. Ltd.		1,172,000	$	1,367
Delta Electronics, Inc.		264,000		3,149
E Ink Holdings, Inc.		531,000		4,111
Hon Hai Precision Industry Co. Ltd.		1,584,000		10,429
Taiwan Semiconductor Manufacturing Co. Ltd.		1,896,205		56,180
Unimicron Technology Corp.		898,000		4,968
United Microelectronics Corp. (a)		3,928,000		6,793
Wiwynn Corp.		70,000		5,669
				99,673
Thailand (1.5%)
Central Retail Corp. PCL		1,107,900		925
CP ALL PCL		691,400		1,034
Kasikornbank PCL		874,700		2,983
Tisco Financial Group PCL		1,212,900		3,156
				8,098
United Arab Emirates (0.6%)
Americana Restaurants International PLC		4,090,106		3,488
United Kingdom (1.2%)
Antofagasta PLC		237,879		6,322
Total Common Stocks (Cost $388,364)				530,422
	No. of Rights
Rights (0.0%)‡
Brazil (0.0%)‡)
Localiza Rent a Car SA, expires 08/06/24 (a) (Cost $—)		7,414		12
	Shares
Short-Term Investments (1.7%)
Investment Company (1.3%)
Morgan Stanley Institutional Liquidity Funds — Government Portfolio — Institutional Class, 5.22% (See Note G) (Cost $6,743)		6,743,097		6,743
Securities held as Collateral on Loaned Securities (0.4%)
Investment Company (0.4%)
Morgan Stanley Institutional Liquidity Funds — Government Portfolio — Institutional Class, 5.22% (See Note G) (Cost $2,278)		2,278,257		2,278
Total Short-Term Investments (Cost $9,021)				9,021
Total Investments (101.5%) (Cost $397,385) including $2,204 of Securities Loaned (d)(e)				539,455
Liabilities in Excess of Other Assets (–1.5%)				(8,101	)
Net Assets (100.0%)			$	531,354

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.

‡  Amount is less than 0.05%.

(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, 2024.

(d)  The approximate fair value and percentage of net assets, $459,407,000 and 86.5%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Financial Statements.

(e)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $168,088,000 and the aggregate gross unrealized depreciation is approximately $26,018,000, resulting in net unrealized appreciation of approximately $142,070,000.

ADR  American Depositary Receipt.

Portfolio Composition*

Classification	Percentage of Total Investments
Other**		52.2	%
Banks		20.0
Semiconductors & Semiconductor Equipment		15.2
Automobiles		7.0
Tech Hardware, Storage & Peripherals		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, 2024.

**  Industries and/or investment types representing less than 5% of total investments.

The accompanying notes are an integral part of the financial statements.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Emerging Markets Portfolio

Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value(1)​ (Cost $388,364)	$	530,434
Investment in Security of Affiliated Issuer, at Value (Cost $9,021)		9,021
Total Investments in Securities, at Value (Cost $397,385)		539,455
Foreign Currency, at Value (Cost $1,080)		1,003
Dividends Receivable		1,516
Tax Reclaim Receivable		70
Receivable for Fund Shares Sold		31
Receivable from Affiliate		29
Receivable from Securities Lending Income		—	@
Other Assets		145
Total Assets		542,249
Liabilities:
Deferred Capital Gain Country Tax		7,402
Collateral on Securities Loaned, at Value		2,278
Payable for Advisory Fees		936
Payable for Custodian Fees		72
Payable for Professional Fees		53
Payable for Sub Transfer Agency Fees — Class I		34
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		22
Payable for Fund Shares Redeemed		13
Payable for Transfer Agency Fees		10
Payable for Transfer Agency Fees — Class I		5
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 R6		1
Payable for Transfer Agency Fees — Class IR		—	@
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		67
Total Liabilities		10,895
Net Assets	$	531,354
Net Assets Consist of:
Paid-in-Capital	$	394,350
Total Distributable Earnings		137,004
Net Assets	$	531,354

The accompanying notes are an integral part of the financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Emerging Markets Portfolio

Statement of Assets and Liabilities (cont'd)	June 30, 2024 (000)
CLASS I:
Net Assets	$	128,856
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		5,800,523
Net Asset Value, Offering and Redemption Price Per Share	$	22.21
CLASS A:
Net Assets	$	5,812
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		270,302
Net Asset Value, Redemption Price Per Share	$	21.50
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	1.19
Maximum Offering Price Per Share	$	22.69
CLASS L:
Net Assets	$	186
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		8,915
Net Asset Value, Offering and Redemption Price Per Share	$	20.82
CLASS C:
Net Assets	$	321
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		15,418
Net Asset Value, Offering and Redemption Price Per Share	$	20.80
CLASS R6:
Net Assets	$	396,168
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		17,844,906
Net Asset Value, Offering and Redemption Price Per Share	$	22.20
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	$	22.20
(1​)​ Including: Securities on Loan, at Value:	$	2,204

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Emerging Markets Portfolio

Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $663 of Foreign Taxes Withheld)	$	5,888
Dividends from Security of Affiliated Issuer (Note G)		249
Income from Securities Loaned — Net		8
Total Investment Income		6,145
Expenses:
Advisory Fees (Note B)		1,889
Administration Fees (Note C)		202
Custodian Fees (Note F)		151
Professional Fees		96
Sub Transfer Agency Fees — Class I		70
Sub Transfer Agency Fees — Class A		3
Sub Transfer Agency Fees — Class L		—	@
Sub Transfer Agency Fees — Class C		—	@
Registration Fees		31
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)		1
Transfer Agency Fees — Class R6 (Note E)		2
Transfer Agency Fees — Class IR (Note E)		1
Shareholder Reporting Fees		14
Shareholder Services Fees — Class A (Note D)		7
Distribution and Shareholder Services Fees — Class L (Note D)		1
Distribution and Shareholder Services Fees — Class C (Note D)		1
Directors' Fees and Expenses		5
Pricing Fees		4
Other Expenses		21
Total Expenses		2,520
Reimbursement of Class Specific Expenses — Class I (Note B)		(62	)
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 R6 (Note B)		(2	)
Reimbursement of Class Specific Expenses — Class IR (Note B)		(1	)
Waiver of Advisory Fees (Note B)		(20	)
Rebate from Morgan Stanley Affiliate (Note G)		(7	)
Net Expenses		2,426
Net Investment Income		3,719
Realized Gain (Loss):
Investments Sold (Net of $486 of Capital Gain Country Tax)		14,494
Foreign Currency Translation		(130	)
Net Realized Gain		14,364
Change in Unrealized Appreciation (Depreciation):
Investments (Net of Increase in Deferred Capital Gain Country Tax of $695)		36,159
Foreign Currency Translation		(94	)
Net Change in Unrealized Appreciation (Depreciation)		36,065
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		50,429
Net Increase in Net Assets Resulting from Operations	$	54,148

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Emerging Markets Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	3,719		$	9,281
Net Realized Gain (Loss)		14,364			(10,613	)
Net Change in Unrealized Appreciation (Depreciation)		36,065			58,406
Net Increase in Net Assets Resulting from Operations		54,148			57,074
Dividends and Distributions to Shareholders:
Class I		—			(3,598	)
Class A		—			(109	)
Class L		—			(3	)
Class C		—			(2	)
Class R6		—			(9,018	)
Class IR		—			(—	@)
Total Dividends and Distributions to Shareholders		—			(12,730	)
Capital Share Transactions:(1)​
Class I:
Subscribed		17,739			16,589
Distributions Reinvested		—			3,458
Redeemed		(49,741	)		(30,405	)
Class A:
Subscribed		1,024			659
Distributions Reinvested		—			108
Redeemed		(802	)		(1,170	)
Class L:
Distributions Reinvested		—			3
Redeemed		(2	)		(17	)
Class C:
Subscribed		139			23
Distributions Reinvested		—			2
Redeemed		(10	)		(213	)
Class R6:
Subscribed		7,813			20,889
Distributions Reinvested		—			9,018
Redeemed		(16,182	)		(24,682	)
Class IR:
Distributions Reinvested		—			—	@
Net Decrease in Net Assets Resulting from Capital Share Transactions		(40,022	)		(5,738	)
Redemption Fees		—	@		—	@
Total Increase in Net Assets		14,126			38,606
Net Assets:
Beginning of Period		517,228			478,622
End of Period	$	531,354		$	517,228

The accompanying notes are an integral part of the financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Emerging Markets Portfolio

Statements of Changes in Net Assets (cont'd)	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
(1)   Capital Share Transactions:
Class I:
Shares Subscribed		875			874
Shares Issued on Distributions Reinvested		—			178
Shares Redeemed		(2,488	)		(1,600	)
Net Decrease in Class I Shares Outstanding		(1,613	)		(548	)
Class A:
Shares Subscribed		51			35
Shares Issued on Distributions Reinvested		—			6
Shares Redeemed		(40	)		(63	)
Net Increase (Decrease) in Class A Shares Outstanding		11			(22	)
Class L:
Shares Issued on Distributions Reinvested		—			—	@@
Shares Redeemed		(—	@@)		(1	)
Net Decrease in Class L Shares Outstanding		(—	@@)		(1	)
Class C:
Shares Subscribed		7			1
Shares Issued on Distributions Reinvested		—			—	@@
Shares Redeemed		(1	)		(12	)
Net Increase (Decrease) in Class C Shares Outstanding		6			(11	)
Class R6:
Shares Subscribed		376			1,101
Shares Issued on Distributions Reinvested		—			466
Shares Redeemed		(794	)		(1,296	)
Net Increase (Decrease) in Class R6 Shares Outstanding		(418	)		271
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.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Emerging Markets Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	19.95		$	18.24		$	25.44		$	26.85		$	23.69		$	22.53
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.15			0.35			0.34			0.17			0.13			0.41
Net Realized and Unrealized Gain (Loss)		2.11			1.85			(6.72	)		0.73			3.32			3.92
Total from Investment Operations		2.26			2.20			(6.38	)		0.90			3.45			4.33
Distributions from and/or in Excess of:
Net Investment Income		—			(0.49	)		(0.15	)		(0.46	)		(0.14	)		(0.18	)
Net Realized Gain		—			—			(0.67	)		(1.85	)		(0.15	)		(2.99	)
Total Distributions		—			(0.49	)		(0.82	)		(2.31	)		(0.29	)		(3.17	)
Redemption Fees		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​
Net Asset Value, End of Period	$	22.21		$	19.95		$	18.24		$	25.44		$	26.85		$	23.69
Total Return(3)​		11.33	%(4)​		12.16	%(5)​		(25.06	)%		3.55	%		14.58	%		19.44	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	128,856		$	147,876		$	145,218		$	272,406		$	312,834		$	277,114
Ratio of Expenses Before Expense Limitation		1.09	%(6)​		1.12	%		1.16	%		1.09	%		1.10	%		1.16	%
Ratio of Expenses After Expense Limitation		0.99	%(6)(7)​		0.97	%(7)(8)(9)​		1.05	%(7)​		1.05	%(7)​		1.05	%(7)​		1.05	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.05	%(7)​		1.05	%(7)​		1.05	%(7)​		1.05	%(7)​
Ratio of Net Investment Income		1.45	%(6)(7)​		1.84	%(7)(8)​		1.68	%(7)​		0.61	%(7)​		0.58	%(7)​		1.69	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​
Portfolio Turnover Rate		20	%(4)​		34	%		38	%		39	%		57	%		58	%

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class I shares.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.01	%		1.80	%

(9)  Effective April 28, 2023, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.99% for Class I shares. Prior to April 28, 2023, the maximum ratio was 1.05% for Class I shares.

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Emerging Markets Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	19.34		$	17.70		$	24.69		$	26.13		$	23.05		$	21.99
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.11			0.27			0.26			0.08			0.05			0.30
Net Realized and Unrealized Gain (Loss)		2.05			1.79			(6.51	)		0.71			3.22			3.85
Total from Investment Operations		2.16			2.06			(6.25	)		0.79			3.27			4.15
Distributions from and/or in Excess of:
Net Investment Income		—			(0.42	)		(0.07	)		(0.38	)		(0.04	)		(0.10	)
Net Realized Gain		—			—			(0.67	)		(1.85	)		(0.15	)		(2.99	)
Total Distributions		—			(0.42	)		(0.74	)		(2.23	)		(0.19	)		(3.09	)
Redemption Fees		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​
Net Asset Value, End of Period	$	21.50		$	19.34		$	17.70		$	24.69		$	26.13		$	23.05
Total Return(3)​		11.17	%(4)​		11.73	%(5)​		(25.31	)%		3.23	%		14.21	%		19.08	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	5,812		$	5,011		$	4,978		$	9,222		$	7,907		$	11,195
Ratio of Expenses Before Expense Limitation		1.37	%(6)​		1.44	%		1.48	%		1.39	%		1.43	%		1.43	%
Ratio of Expenses After Expense Limitation		1.35	%(6)(7)​		1.33	%(7)(8)(9)​		1.38	%(7)​		1.36	%(7)​		1.38	%(7)​		1.34	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.38	%(7)​		1.36	%(7)​		1.38	%(7)​		1.34	%(7)​
Ratio of Net Investment Income		1.09	%(6)(7)​		1.48	%(7)​		1.30	%(7)​		0.28	%(7)​		0.24	%(7)​		1.26	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​
Portfolio Turnover Rate		20	%(4)​		34	%		38	%		39	%		57	%		58	%

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class A shares.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.37	%		1.44	%

(9)  Effective April 28, 2023, 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 April 28, 2023, the maximum ratio was 1.40% for Class A shares.

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Emerging Markets Portfolio

	Class L
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	18.78		$	17.20		$	24.05		$	25.51		$	22.59		$	21.64
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(1)​		0.06			0.18			0.16			(0.06	)		(0.08	)		0.17
Net Realized and Unrealized Gain (Loss)		1.98			1.74			(6.34	)		0.68			3.15			3.77
Total from Investment Operations		2.04			1.92			(6.18	)		0.62			3.07			3.94
Distributions from and/or in Excess of:
Net Investment Income		—			(0.34	)		—			(0.23	)		—			—
Net Realized Gain		—			—			(0.67	)		(1.85	)		(0.15	)		(2.99	)
Total Distributions		—			(0.34	)		(0.67	)		(2.08	)		(0.15	)		(2.99	)
Redemption Fees		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​
Net Asset Value, End of Period	$	20.82		$	18.78		$	17.20		$	24.05		$	25.51		$	22.59
Total Return(3)​		10.86	%(4)​		11.19	%(5)​		(25.68	)%		2.64	%		13.65	%		18.37	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	186		$	170		$	169		$	233		$	215		$	210
Ratio of Expenses Before Expense Limitation		2.94	%(6)​		3.19	%		2.88	%		2.69	%		3.06	%		2.47	%
Ratio of Expenses After Expense Limitation		1.85	%(6)(7)​		1.83	%(7)(8)(9)​		1.90	%(7)​		1.90	%(7)​		1.90	%(7)​		1.90	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.90	%(7)​		1.90	%(7)​		1.90	%(7)​		1.90	%(7)​
Ratio of Net Investment Income (Loss)		0.59	%(6)(7)​		0.98	%(7)(8)​		0.87	%(7)​		(0.23	)%(7)​		(0.40	)%(7)​		0.73	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​
Portfolio Turnover Rate		20	%(4)​		34	%		38	%		39	%		57	%		58	%

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class L shares.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class L shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.87	%		0.94	%

(9)  Effective April 28, 2023, 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 April 28, 2023, the maximum ratio was 1.90% for Class L shares.

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Emerging Markets Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	18.78		$	17.12		$	24.01		$	25.29		$	22.45		$	21.57
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(1)​		0.03			0.13			0.09			(0.10	)		(0.11	)		0.11
Net Realized and Unrealized Gain (Loss)		1.99			1.74			(6.31	)		0.67			3.10			3.76
Total from Investment Operations		2.02			1.87			(6.22	)		0.57			2.99			3.87
Distributions from and/or in Excess of:
Net Investment Income		—			(0.21	)		—			—			—			—
Net Realized Gain		—			—			(0.67	)		(1.85	)		(0.15	)		(2.99	)
Total Distributions		—			(0.21	)		(0.67	)		(1.85	)		(0.15	)		(2.99	)
Redemption Fees		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​
Net Asset Value, End of Period	$	20.80		$	18.78		$	17.12		$	24.01		$	25.29		$	22.45
Total Return(3)​		10.76	%(4)​		10.93	%(5)​		(25.89	)%		2.43	%		13.32	%		18.16	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	321		$	173		$	338		$	531		$	530		$	454
Ratio of Expenses Before Expense Limitation		3.48	%(6)​		3.13	%		2.97	%		2.42	%		2.60	%		2.58	%
Ratio of Expenses After Expense Limitation		2.10	%(6)(7)​		2.10	%(7)(8)(9)​		2.15	%(7)​		2.15	%(7)​		2.15	%(7)​		2.15	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			2.15	%(7)​		2.15	%(7)​		2.15	%(7)​		2.15	%(7)​
Ratio of Net Investment Income (Loss)		0.34	%(6)(7)​		0.71	%(7)(8)​		0.47	%(7)​		(0.39	)%(7)​		(0.53	)%(7)​		0.47	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​
Portfolio Turnover Rate		20	%(4)​		34	%		38	%		39	%		57	%		58	%

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class C shares.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		2.12	%		0.69	%

(9)  Effective April 28, 2023, 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 April 28, 2023, the maximum ratio was 2.15% for Class C shares.

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Emerging Markets Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	19.93		$	18.23		$	25.43		$	26.85		$	23.68		$	22.52
Income (Loss) from Investment Operations:
Net Investment Income(2)​		0.15			0.36			0.35			0.20			0.15			0.36
Net Realized and Unrealized Gain (Loss)		2.12			1.85			(6.71	)		0.72			3.33			4.00
Total from Investment Operations		2.27			2.21			(6.36	)		0.92			3.48			4.36
Distributions from and/or in Excess of:
Net Investment Income		—			(0.51	)		(0.17	)		(0.49	)		(0.16	)		(0.21	)
Net Realized Gain		—			—			(0.67	)		(1.85	)		(0.15	)		(2.99	)
Total Distributions		—			(0.51	)		(0.84	)		(2.34	)		(0.31	)		(3.20	)
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	$	22.20		$	19.93		$	18.23		$	25.43		$	26.85		$	23.68
Total Return(4)​		11.39	%(5)​		12.18	%(6)​		(24.98	)%		3.63	%		14.73	%		19.58	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	396,168		$	363,988		$	327,910		$	439,730		$	440,346		$	524,416
Ratio of Expenses Before Expense Limitation		0.96	%(7)​		1.00	%		1.06	%		0.98	%		1.00	%		1.04	%
Ratio of Expenses After Expense Limitation		0.95	%(7)(8)​		0.91	%(8)​		0.95	%(8)​		0.95	%(8)​		0.95	%(8)​		0.95	%(8)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			0.95	%(8)​		0.95	%(8)​		0.95	%(8)​		0.95	%(8)​
Ratio of Net Investment Income		1.49	%(7)(8)​		1.90	%(8)(9)​		1.75	%(8)​		0.71	%(8)​		0.67	%(8)​		1.47	%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​
Portfolio Turnover Rate		20	%(5)​		34	%		38	%		39	%		57	%		58	%

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(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)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class R6 shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.95	%		1.86	%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Emerging Markets Portfolio

	Class IR
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	19.93		$	18.23		$	25.43		$	26.85		$	23.68		$	22.54
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.15			0.36			0.35			0.20			0.12			0.40
Net Realized and Unrealized Gain (Loss)		2.12			1.85			(6.71	)		0.72			3.36			3.94
Total from Investment Operations		2.27			2.21			(6.36	)		0.92			3.48			4.34
Distributions from and/or in Excess of:
Net Investment Income		—			(0.51	)		(0.17	)		(0.49	)		(0.16	)		(0.21	)
Net Realized Gain		—			—			(0.67	)		(1.85	)		(0.15	)		(2.99	)
Total Distributions		—			(0.51	)		(0.84	)		(2.34	)		(0.31	)		(3.20	)
Redemption Fees		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​
Net Asset Value, End of Period	$	22.20		$	19.93		$	18.23		$	25.43		$	26.85		$	23.68
Total Return(3)​		11.39	%(4)​		12.18	%(5)​		(24.98	)%		3.63	%		14.73	%		19.53	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	11		$	10		$	9		$	12		$	12		$	10
Ratio of Expenses Before Expense Limitation		18.86	%(6)​		22.94	%		22.06	%		16.98	%		21.21	%		21.52	%
Ratio of Expenses After Expense Limitation		0.95	%(6)(7)​		0.91	%(7)(8)​		0.95	%(7)​		0.95	%(7)​		0.95	%(7)​		0.95	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			0.95	%(7)​		0.95	%(7)​		0.95	%(7)​		0.95	%(7)​
Ratio of Net Investment Income		1.49	%(6)(7)​		1.89	%(7)(8)​		1.75	%(7)​		0.71	%(7)​		0.55	%(7)​		1.62	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​
Portfolio Turnover Rate		20	%(4)​		34	%		38	%		39	%		57	%		58	%

(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)  Not annualized.

(5)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class IR shares.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class IR shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.95	%		1.85	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying financial statements relates 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 has issued six classes of shares — Class I, Class A, Class L, Class C, Class R6 and Class IR. Class C shares will automatically convert to Class A shares eight years after the end of the calendar month in which the shares were purchased. 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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (5) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2024:

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	$	—	$	2,775	$	—	$	2,775
Automobiles		—		37,407		—		37,407
Banks		14,838		92,605		—		107,443
Beverages		—		8,873		—		8,873
Broadline Retail		—		20,187		—		20,187
Capital Markets		—		4,597		—		4,597
Chemicals		—		4,451		—		4,451
Construction & Engineering		—		5,421		—		5,421
Consumer Finance		—		4,720		—		4,720
Consumer Staples Distribution & Retail		10,085		1,034		—		11,119
Electrical Equipment		9,279		10,311		—		19,590

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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)
Electronic Equipment, Instruments & Components	$	—	$	22,657	$	—	$	22,657
Entertainment		—		4,561		—		4,561
Financial Services		—		1,749		—		1,749
Food Products		7,928		8,312		—		16,240
Ground Transportation		5,513		—		—		5,513
Health Care Providers & Services		—		4,710		—		4,710
Hotels, Restaurants & Leisure		9,445		5,968		—		15,413
Information Technology Services		2,204		7,163		—		9,367
Insurance		5,820		19,545		—		25,365
Interactive Media & Services		1,341		24,918		—		26,259
Machinery		—		5,610		—		5,610
Metals & Mining		3,509		21,686		—		25,195
Oil, Gas & Consumable Fuels		—		13,448		—		13,448
Personal Care Products		—		2,812		—		2,812
Pharmaceuticals		—		2,351		—		2,351
Real Estate Management & Development		1,053		5,611		—		6,664
Semiconductors & Semiconductor Equipment		—		81,560		—		81,560
Tech Hardware, Storage & Peripherals		—		30,013		—		30,013
Textiles, Apparel & Luxury Goods		—		4,352		—		4,352
Total Common Stocks		71,015		459,407		—		530,422
Rights		12		—		—		12
Short-Term Investments
Investment Company		9,021		—		—		9,021
Total Assets	$	80,048	$	459,407	$	—	$	539,455

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 U.S. companies may be subject to limitation in other countries. Foreign ownership

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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, 2024:

Gross Amount Not Offset in the Statement of Assets and Liabilities
Gross Asset Amount Presented in the Statement of Assets and Liabilities (000)			Financial Instrument (000)		Collateral Received (000)			Net Amount (not less than $0) (000)
$	2,204	(a)	$	—	$	(2,204	)(b)(c)	$	0

(a) Represents market value of loaned securities at period end.

(b) The Fund received cash collateral of approximately $2,278,000, which was subsequently invested in Morgan Stanley Institutional Liquidity Fund as reported 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 borrowings.

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, 2024:

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	$	2,278	$	—	$	—	$	—	$	2,278
Total Borrowings	$	2,278	$	—	$	—	$	—	$	2,278
Gross amount of recognized liabilities for securities lending transactions									$	2,278

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 R6 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.

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

6.  Indemnifications: The Company enters into contracts that contain a variety of indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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. 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) net of applicable withholding taxes. 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, co-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			Next $1.5 billion			Over $2.5 billion
	0.75	%		0.70	%		0.65	%

For the six months ended June 30, 2024, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.74% 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 0.99% for Class I shares, 1.35% for Class A shares, 1.85% for Class L shares and 2.10% for Class C shares, 0.95% for Class R6 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, 2024, approximately $20,000 of advisory fees were waived and approximately $67,000 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

19

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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 distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to approximately $3,000.

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, 2024, purchases and sales of investment securities for the Fund, other

than long-term U.S. Government securities and short-term investments were approximately $102,619,000 and $137,677,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Government Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by approximately $7,000 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	7,878	$	80,478	$	79,335	$	249

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	9,021

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

20

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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 that 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, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:				2022 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	12,730	$	—	$	4,250	$	17,250

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, 2023.

At December 31, 2023, 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)
$	826	$	—

At December 31, 2023, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $5,883,000 and $8,498,000, 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 $500,000,000 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 for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The

21

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 71.9%.

K. Market Risk: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

22

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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 its peer group average for the one- and three-year periods but below 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 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.

23

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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

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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MMKBX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

Global Concentrated
Portfolio

Semi-Annual Financial Statements and Additional Information

June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Portfolio of Investments	2
Statement of Assets and Liabilities	3
Statement of Operations	4
Statements of Changes in Net Assets	5
Financial Highlights	6
Notes to Financial Statements	10
Investment Advisory Agreement Approval	16

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) 869-6397. 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.

June 30, 2024 (unaudited)

Portfolio of Investments

Global Concentrated Portfolio

	Shares		Value (000)
Common Stocks (99.7%)
China (2.3%)
NetEase, Inc. ADR		47,462	$	4,536
Denmark (4.3%)
Novo Nordisk AS ADR		57,676		8,233
France (1.5%)
LVMH Moet Hennessy Louis Vuitton SE ADR		19,163		2,939
Italy (5.5%)
Ferrari NV		26,186		10,693
Japan (5.3%)
Mitsui & Co. Ltd. ADR		11,195		10,288
Taiwan (6.0%)
Taiwan Semiconductor Manufacturing Co. Ltd. ADR		67,164		11,674
United States (74.8%)
Ameriprise Financial, Inc.		22,260		9,509
Costco Wholesale Corp.		13,924		11,835
CRH PLC		155,610		11,668
Eli Lilly & Co.		7,735		7,003
JPMorgan Chase & Co.		48,709		9,852
LPL Financial Holdings, Inc.		34,764		9,710
Mastercard, Inc., Class A		15,948		7,036
Microsoft Corp.		41,607		18,596
Netflix, Inc. (a)		13,804		9,316
NextEra Energy, Inc.		51,508		3,647
NVIDIA Corp.		153,399		18,951
Progressive Corp.		56,884		11,815
United Rentals, Inc.		13,287		8,593
Waste Management, Inc.		37,128		7,921
				145,452
Total Common Stocks (Cost $143,263)				193,815
Short-Term Investment (1.1%)
Investment Company (1.1%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G) (Cost $2,198)		2,197,847		2,198
Total Investments (100.8%) (Cost $145,461) (b)				196,013
Liabilities in Excess of Other Assets (–0.8%)				(1,610	)
Net Assets (100.0%)			$	194,403

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, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $50,552,000 and the aggregate gross unrealized depreciation is approximately $0, resulting in net unrealized appreciation of approximately $50,552,000.

ADR  American Depositary Receipt.

Portfolio Composition

Classification	Percentage of Total Investments
Semiconductors & Semiconductor Equipment		15.7	%
Other*		12.1
Capital Markets		9.8
Trading Companies & Distributors		9.6
Software		9.5
Pharmaceuticals		7.8
Entertainment		7.1
Consumer Staples Distribution & Retail		6.0
Insurance		6.0
Construction Materials		5.9
Automobiles		5.5
Banks		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.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Concentrated Portfolio

Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $143,263)	$	193,815
Investment in Security of Affiliated Issuer, at Value (Cost $2,198)		2,198
Total Investments in Securities, at Value (Cost $145,461)		196,013
Receivable for Fund Shares Sold		310
Dividends Receivable		28
Receivable from Affiliate		9
Tax Reclaim Receivable		7
Other Assets		81
Total Assets		196,448
Liabilities:
Payable for Investments Purchased		1,433
Payable for Advisory Fees		289
Payable for Fund Shares Redeemed		242
Payable for Professional Fees		54
Payable for Administration Fees		12
Payable for Shareholder Services Fees — Class A		2
Payable for Distribution and Shareholder Services Fees — Class C		5
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 R6		—	@
Payable for Sub Transfer Agency Fees — Class C		—	@
Other Liabilities		7
Total Liabilities		2,045
Net Assets	$	194,403
Net Assets Consist of:
Paid-in-Capital	$	153,906
Total Distributable Earnings		40,497
Net Assets	$	194,403
CLASS I:
Net Assets	$	176,477
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		7,845,223
Net Asset Value, Offering and Redemption Price Per Share	$	22.49
CLASS A:
Net Assets	$	11,823
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		532,222
Net Asset Value, Redemption Price Per Share	$	22.21
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	1.23
Maximum Offering Price Per Share	$	23.44
CLASS C:
Net Assets	$	6,048
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		284,021
Net Asset Value, Offering and Redemption Price Per Share	$	21.29
CLASS R6:
Net Assets	$	55
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		2,452
Net Asset Value, Offering and Redemption Price Per Share	$	22.54

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Concentrated Portfolio

Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $25 of Foreign Taxes Withheld)	$	717
Dividends from Security of Affiliated Issuer (Note G)		53
Total Investment Income		770
Expenses:
Advisory Fees (Note B)		546
Professional Fees		73
Administration Fees (Note C)		58
Shareholder Services Fees — Class A (Note D)		12
Distribution and Shareholder Services Fees — Class C (Note D)		29
Sub Transfer Agency Fees — Class I		32
Sub Transfer Agency Fees — Class A		3
Sub Transfer Agency Fees — Class C		2
Registration Fees		22
Shareholder Reporting Fees		10
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 R6 (Note E)		1
Custodian Fees (Note F)		4
Pricing Fees		1
Directors' Fees and Expenses		1
Other Expenses		7
Total Expenses		805
Waiver of Advisory Fees (Note B)		(31	)
Reimbursement of Class Specific Expenses — Class I (Note B)		(2	)
Reimbursement of Class Specific Expenses — Class R6 (Note B)		(1	)
Rebate from Morgan Stanley Affiliate (Note G)		(2	)
Net Expenses		769
Net Investment Income		1
Realized Gain:
Investments Sold		3,165
Change in Unrealized Appreciation (Depreciation):
Investments		28,981
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		32,146
Net Increase in Net Assets Resulting from Operations	$	32,147

The accompanying notes are an integral part of the financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Global Concentrated Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	1		$	718
Net Realized Gain (Loss)		3,165			(6,666	)
Net Change in Unrealized Appreciation (Depreciation)		28,981			21,060
Net Increase in Net Assets Resulting from Operations		32,147			15,112
Dividends and Distributions to Shareholders:
Class I		—			(748	)
Class A		—			(44	)
Class R6		—			(—	@)
Total Dividends and Distributions to Shareholders		—			(792	)
Capital Share Transactions, including direct exchanges pursuant to share class conversions for all periods presented, were as follows:(1)​
Class I:
Subscribed		60,439			41,049
Distributions Reinvested		—			748
Redeemed		(7,894	)		(29,464	)
Class A:
Subscribed		2,746			1,554
Distributions Reinvested		—			44
Redeemed		(1,291	)		(1,301	)
Class C:
Subscribed		810			515
Redeemed		(1,262	)		(1,207	)
Class R6:
Subscribed		40			—
Distributions Reinvested		—			—	@
Redeemed		—			(7	)
Net Increase in Net Assets Resulting from Capital Share Transactions		53,588			11,931
Total Increase in Net Assets		85,735			26,251
Net Assets:
Beginning of Period		108,668			82,417
End of Period	$	194,403		$	108,668
(1)   Capital Share Transactions:
Class I:
Shares Subscribed		2,830			2,449
Shares Issued on Distributions Reinvested		—			43
Shares Redeemed		(384	)		(1,796	)
Net Increase in Class I Shares Outstanding		2,446			696
Class A:
Shares Subscribed		131			96
Shares Issued on Distributions Reinvested		—			3
Shares Redeemed		(62	)		(82	)
Net Increase in Class A Shares Outstanding		69			17
Class C:
Shares Subscribed		40			33
Shares Redeemed		(63	)		(77	)
Net Decrease in Class C Shares Outstanding		(23	)		(44	)
Class R6:
Shares Subscribed		2			—
Shares Issued on Distributions Reinvested		—			—	@@
Shares Redeemed		—			(—	@@)
Net Increase (Decrease) in Class R6 Shares Outstanding		2			(—	@@)

@  Amount is less than $500.

@@  Amount is less than 500 shares.

The accompanying notes are an integral part of the financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Concentrated Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	17.67		$	15.04		$	19.41		$	17.12		$	13.86		$	10.53
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.01			0.13			0.03			0.01			0.03			0.08
Net Realized and Unrealized Gain (Loss)		4.81			2.64			(4.36	)		3.02			3.23			3.40
Total from Investment Operations		4.82			2.77			(4.33	)		3.03			3.26			3.48
Distributions from and/or in Excess of:
Net Investment Income		—			(0.14	)		(0.03	)		—			(0.00	)(2)​		(0.15	)
Net Realized Gain		—			—			(0.00	)(2)​		(0.74	)		—			—
Paid-in-Capital		—			—			(0.01	)		—			—			—
Total Distributions		—			(0.14	)		(0.04	)		(0.74	)		(0.00	)(2)​		(0.15	)
Net Asset Value, End of Period	$	22.49		$	17.67		$	15.04		$	19.41		$	17.12		$	13.86
Total Return(3)​		27.33	%(4)​		18.42	%(5)​		(22.28	)%		17.83	%		23.52	%		33.10	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	176,477		$	95,405		$	70,730		$	98,522		$	45,946		$	14,885
Ratio of Expenses Before Expense Limitation		1.05	%(6)​		1.12	%		1.20	%		1.17	%		1.81	%		1.96	%
Ratio of Expenses After Expense Limitation		1.00	%(6)(7)​		0.99	%(7)(8)​		1.00	%(7)​		1.00	%(7)​		0.99	%(7)​		1.00	%(7)​
Ratio of Net Investment Income		0.06	%(6)(7)​		0.78	%(7)(8)​		0.20	%(7)​		0.04	%(7)​		0.21	%(7)​		0.64	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​
Portfolio Turnover Rate		19	%(4)​		51	%		34	%		33	%		54	%		123	%

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class I shares.

(6)  Annualized.

⁽⁷⁾​  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."

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.00	%		0.77	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Concentrated Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	17.47		$	14.88		$	19.20		$	17.00		$	13.80		$	10.49
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(1)​		(0.02	)		0.08			(0.01	)		(0.05	)		(0.02	)		0.04
Net Realized and Unrealized Gain (Loss)		4.76			2.60			(4.31	)		2.99			3.22			3.38
Total from Investment Operations		4.74			2.68			(4.32	)		2.94			3.20			3.42
Distributions from and/or in Excess of:
Net Investment Income		—			(0.09	)		—			—			(0.00	)(2)​		(0.11	)
Net Realized Gain		—			—			(0.00	)(2)​		(0.74	)		—			—
Total Distributions		—			(0.09	)		(0.00	)(2)​		(0.74	)		(0.00	)(2)​		(0.11	)
Net Asset Value, End of Period	$	22.21		$	17.47		$	14.88		$	19.20		$	17.00		$	13.80
Total Return(3)​		27.13	%(4)​		18.05	%(5)​		(22.49	)%		17.42	%		23.19	%		32.64	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	11,823		$	8,088		$	6,631		$	8,245		$	6,091		$	4,009
Ratio of Expenses Before Expense Limitation		1.33	%(6)​		1.41	%		1.49	%		1.45	%		2.13	%		2.29	%
Ratio of Expenses After Expense Limitation		1.28	%(6)(7)​		1.27	%(7)(8)​		1.30	%(7)​		1.30	%(7)​		1.31	%(7)​		1.34	%(7)​
Ratio of Net Investment Income (Loss)		(0.22	)%(6)(7)​		0.49	%(7)(8)​		(0.08	)%(7)​		(0.29	)%(7)​		(0.14	)%(7)​		0.32	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​
Portfolio Turnover Rate		19	%(4)​		51	%		34	%		33	%		54	%		123	%

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class A shares.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.29	%		0.47	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Concentrated Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	16.82		$	14.35		$	18.66		$	16.66		$	13.63		$	10.36
Income (Loss) from Investment Operations:
Net Investment Loss(1)​		(0.10	)		(0.04	)		(0.13	)		(0.18	)		(0.12	)		(0.06	)
Net Realized and Unrealized Gain (Loss)		4.57			2.51			(4.18	)		2.92			3.15			3.34
Total from Investment Operations		4.47			2.47			(4.31	)		2.74			3.03			3.28
Distributions from and/or in Excess of:
Net Investment Income		—			—			—			—			(0.00	)(2)​		(0.01	)
Net Realized Gain		—			—			(0.00	)(2)​		(0.74	)		—			—
Total Distributions		—			—			(0.00	)(2)​		(0.74	)		(0.00	)(2)​		(0.01	)
Net Asset Value, End of Period	$	21.29		$	16.82		$	14.35		$	18.66		$	16.66		$	13.63
Total Return(3)​		26.58	%(4)​		17.21	%(5)​		(23.09	)%		16.58	%		22.23	%		31.69	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	6,048		$	5,164		$	5,040		$	7,969		$	3,568		$	2,704
Ratio of Expenses Before Expense Limitation		2.10	%(6)​		2.17	%		2.24	%		2.21	%		2.91	%		3.06	%
Ratio of Expenses After Expense Limitation		2.06	%(6)(7)​		2.04	%(7)(8)​		2.05	%(7)​		2.06	%(7)​		2.09	%(7)​		2.10	%(7)​
Ratio of Net Investment Loss		(1.00	)%(6)(7)​		(0.27	)%(7)(8)​		(0.83	)%(7)​		(1.00	)%(7)​		(0.91	)%(7)​		(0.46	)%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​
Portfolio Turnover Rate		19	%(4)​		51	%		34	%		33	%		54	%		123	%

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class C shares.

(6)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		2.05	%		(0.28	)%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Concentrated Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	17.70		$	15.06		$	19.44		$	17.14		$	13.86		$	10.53
Income (Loss) from Investment Operations:
Net Investment Income(2)​		0.01			0.14			0.03			0.04			0.03			0.09
Net Realized and Unrealized Gain (Loss)		4.83			2.65			(4.36	)		3.00			3.25			3.40
Total from Investment Operations		4.84			2.79			(4.33	)		3.04			3.28			3.49
Distributions from and/or in Excess of:
Net Investment Income		—			(0.15	)		(0.04	)		—			(0.00	)(3)​		(0.16	)
Net Realized Gain		—			—			(0.00	)(3)​		(0.74	)		—			—
Paid-in-Capital		—			—			(0.01	)		—			—			—
Total Distributions		—			(0.15	)		(0.05	)		(0.74	)		(0.00	)(3)​		(0.16	)
Net Asset Value, End of Period	$	22.54		$	17.70		$	15.06		$	19.44		$	17.14		$	13.86
Total Return(4)​		27.34	%(5)​		18.51	%(6)​		(22.25	)%		17.86	%		23.67	%		33.16	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	55		$	11		$	16		$	73		$	43		$	14
Ratio of Expenses Before Expense Limitation		11.22	%(7)​		19.78	%		9.89	%		7.26	%		9.20	%		17.68	%
Ratio of Expenses After Expense Limitation		0.95	%(7)(8)​		0.93	%(8)(9)​		0.95	%(8)​		0.95	%(8)​		0.95	%(8)​		0.95	%(8)​
Ratio of Net Investment Income		0.11	%(7)(8)​		0.84	%(8)(9)​		0.17	%(8)​		0.21	%(8)​		0.22	%(8)​		0.68	%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​
Portfolio Turnover Rate		19	%(5)​		51	%		34	%		33	%		54	%		123	%

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(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)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class R6 shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.95	%		0.82	%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying financial statements relates to the Global Concentrated Portfolio. The Fund seeks long-term capital appreciation.

The Fund has issued four classes of shares — Class I, Class A, Class C and Class R6. Class C shares will automatically convert to Class A shares eight years after the end of the calendar month in which the shares were purchased.

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/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/dealers; (3) fixed income 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. If Morgan Stanley Investment Management Inc. (the "Adviser"), each a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; 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.

10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2024:

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	$	10,693	$	—	$	—	$	10,693
Banks		9,852		—		—		9,852
Capital Markets		19,219		—		—		19,219
Commercial Services & Supplies		7,921		—		—		7,921
Construction Materials		11,668		—		—		11,668
Consumer Staples Distribution & Retail		11,835		—		—		11,835
Electric Utilities		3,647		—		—		3,647
Entertainment		13,852		—		—		13,852
Financial Services		7,036		—		—		7,036
Insurance		11,815		—		—		11,815
Pharmaceuticals		15,236		—		—		15,236
Semiconductors & Semiconductor Equipment		30,625		—		—		30,625
Software		18,596		—		—		18,596
Textiles, Apparel & Luxury Goods		2,939		—		—		2,939
Trading Companies & Distributors		18,881		—		—		18,881
Total Common Stocks		193,815		—		—		193,815
Short-Term Investment
Investment Company		2,198		—		—		2,198
Total Assets	$	196,013	$	—	$	—	$	196,013

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 indemnification clauses. The

11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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. 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) net of applicable withholding taxes. 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, co-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, 2024, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.70% 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 R6 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, 2024, approximately $31,000 of advisory fees were waived and approximately $3,000 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

12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

providing distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to less than $500.

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $82,093,000 and $28,170,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by approximately $2,000 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	655	$	51,876	$	50,333	$	53

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	2,198

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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.

13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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 that 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, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:		2022 Distributions Paid From:
Ordinary Income (000)		Ordinary Income (000)		Long-Term Capital Gain (000)		Paid-in- Capital (000)
$	792	$	155	$	9	$	52

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 prior year tax return adjustment, resulted in the following reclassifications among the components of net assets at December 31, 2023:

Total Distributable Earnings (000)			Paid-in- Capital (000)
$	(52	)	$	52

At December 31, 2023, 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)
$	153	$	—

At December 31, 2023, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $5,342,000 and $6,837,000, 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 $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 92.8%.

K. Market Risk: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events

14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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 three-year period but below its peer group average for the one- 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 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.

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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.

17

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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MLNAX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

Global Core Portfolio

Semi-Annual Financial Statements and Additional Information

June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Portfolio of Investments	2
Statement of Assets and Liabilities	3
Statement of Operations	4
Statements of Changes in Net Assets	5
Financial Highlights	6
Notes to Financial Statements	10
Investment Advisory Agreement Approval	17

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) 869-6397. 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.

June 30, 2024 (unaudited)

Portfolio of Investments

Global Core Portfolio

	Shares		Value (000)
Common Stocks (99.5%)
China (3.0%)
NetEase, Inc. ADR		4,154	$	397
Tencent Holdings Ltd. ADR		12,332		584
				981
Denmark (2.7%)
Novo Nordisk AS ADR		6,297		899
France (1.4%)
LVMH Moet Hennessy Louis Vuitton SE		578		444
India (0.8%)
HDFC Bank Ltd. ADR		4,099		264
Ireland (1.0%)
Ryanair Holdings PLC ADR		2,736		318
Italy (5.5%)
Ferrari NV		4,427		1,808
Japan (3.7%)
Mitsui & Co. Ltd. ADR		976		897
Nippon Telegraph & Telephone Corp. ADR		13,543		321
				1,218
Taiwan (4.3%)
Taiwan Semiconductor Manufacturing Co. Ltd. ADR		8,003		1,391
United Kingdom (0.5%)
Experian PLC ADR		3,290		153
United States (76.6%)
Alphabet, Inc., Class A		6,241		1,137
Amazon.com, Inc. (a)		7,195		1,390
Ameriprise Financial, Inc.		3,298		1,409
Apple, Inc.		7,723		1,627
Applied Materials, Inc.		1,312		310
Brown & Brown, Inc.		6,836		611
Chevron Corp.		2,394		374
CRH PLC		25,744		1,930
Danaher Corp.		1,740		435
Eli Lilly & Co.		123		111
Fortune Brands Innovations, Inc.		4,249		276
Jack Henry & Associates, Inc.		1,286		214
JPMorgan Chase & Co.		8,314		1,682
Lam Research Corp.		103		110
Lennar Corp., Class A		1,367		205
Linde PLC		1,315		577
LPL Financial Holdings, Inc.		2,607		728
Lululemon Athletica, Inc. (a)		296		88
Masterbrand, Inc. (a)		4,247		62
Mastercard, Inc., Class A		1,991		878
McDonald's Corp.		484		123
Microsoft Corp.		6,176		2,761
Netflix, Inc. (a)		916		618
NextEra Energy, Inc.		5,249		372
Nucor Corp.		492		78
NVIDIA Corp.		16,170		1,998
Progressive Corp.		4,317		897
Target Corp.		1,403		208

	Shares		Value (000)
TJX Cos., Inc.		10,698	$	1,178
Tyler Technologies, Inc. (a)		396		199
Uber Technologies, Inc. (a)		4,382		318
United Rentals, Inc.		1,325		857
Valero Energy Corp.		4,137		649
Veeva Systems, Inc., Class A (a)		516		94
Waste Management, Inc.		2,597		554
				25,058
Total Common Stocks (Cost $21,611)				32,534
Short-Term Investment (0.1%)
Investment Company (0.1%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G) (Cost $35)		35,436		35
Total Investments (99.6%) (Cost $21,646) (b)(c)				32,569
Other Assets in Excess of Liabilities (0.4%)				128
Net Assets (100.0%)			$	32,697

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)  The approximate fair value and percentage of net assets, $444,000 and 1.4%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Financial Statements.

(c)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $11,012,000 and the aggregate gross unrealized depreciation is approximately $89,000, resulting in net unrealized appreciation of approximately $10,923,000.

ADR  American Depositary Receipt.

Portfolio Composition

Classification	Percentage of Total Investments
Other*		39.7	%
Semiconductors & Semiconductor Equipment		11.7
Software		9.1
Capital Markets		6.5
Banks		6.0
Construction Materials		5.9
Automobiles		5.5
Trading Companies & Distributors		5.3
Interactive Media & Services		5.3
Tech Hardware, Storage & Peripherals		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.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Core Portfolio

Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $21,611)	$	32,534
Investment in Security of Affiliated Issuer, at Value (Cost $35)		35
Total Investments in Securities, at Value (Cost $21,646)		32,569
Foreign Currency, at Value (Cost $—@)		—	@
Receivable for Fund Shares Sold		125
Dividends Receivable		6
Tax Reclaim Receivable		1
Receivable from Affiliate		—	@
Other Assets		68
Total Assets		32,769
Liabilities:
Payable for Professional Fees		54
Payable for Advisory Fees		7
Payable for Shareholder Services Fees — Class A		1
Payable for Distribution and Shareholder Services Fees — Class C		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 R6		—	@
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 Custodian Fees		—	@
Other Liabilities		6
Total Liabilities		72
Net Assets	$	32,697
Net Assets Consist of:
Paid-in-Capital	$	22,768
Total Distributable Earnings		9,929
Net Assets	$	32,697
CLASS I:
Net Assets	$	23,471
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		1,182,176
Net Asset Value, Offering and Redemption Price Per Share	$	19.85
CLASS A:
Net Assets	$	6,243
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		318,165
Net Asset Value, Redemption Price Per Share	$	19.62
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	1.09
Maximum Offering Price Per Share	$	20.71
CLASS C:
Net Assets	$	2,971
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		158,559
Net Asset Value, Offering and Redemption Price Per Share	$	18.74
CLASS R6:
Net Assets	$	12
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		611
Net Asset Value, Offering and Redemption Price Per Share	$	19.87

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Core Portfolio

Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $4 of Foreign Taxes Withheld)	$	156
Dividends from Security of Affiliated Issuer (Note G)		6
Total Investment Income		162
Expenses:
Advisory Fees (Note B)		107
Professional Fees		74
Shareholder Services Fees — Class A (Note D)		7
Distribution and Shareholder Services Fees — Class C (Note D)		14
Registration Fees		19
Administration Fees (Note C)		11
Shareholder Reporting Fees		8
Sub Transfer Agency Fees — Class I		4
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 R6 (Note E)		1
Custodian Fees (Note F)		3
Pricing Fees		2
Directors' Fees and Expenses		1
Other Expenses		6
Total Expenses		263
Waiver of Advisory Fees (Note B)		(95	)
Reimbursement of Class Specific Expenses — Class I (Note B)		(1	)
Reimbursement of Class Specific Expenses — Class R6 (Note B)		(1	)
Rebate from Morgan Stanley Affiliate (Note G)		(—	@)
Net Expenses		166
Net Investment Loss		(4	)
Realized Gain (Loss):
Investments Sold		1,109
Foreign Currency Translation		(—	@)
Net Realized Gain		1,109
Change in Unrealized Appreciation (Depreciation):
Investments		3,245
Foreign Currency Translation		(—	@)
Net Change in Unrealized Appreciation (Depreciation)		3,245
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		4,354
Net Increase in Net Assets Resulting from Operations	$	4,350

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Global Core Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income (Loss)	$	(4	)	$	114
Net Realized Gain (Loss)		1,109			(1,686	)
Net Change in Unrealized Appreciation (Depreciation)		3,245			5,252
Net Increase in Net Assets Resulting from Operations		4,350			3,680
Dividends and Distributions to Shareholders:
Class I		—			(110	)
Class A		—			(24	)
Class R6		—			(—	@)
Total Dividends and Distributions to Shareholders		—			(134	)
Capital Share Transactions, including direct exchanges pursuant to share class conversions for all periods presented, were as follows:(1)​
Class I:
Subscribed		6,871			9,652
Distributions Reinvested		—			110
Redeemed		(2,543	)		(10,426	)
Class A:
Subscribed		461			1,173
Distributions Reinvested		—			24
Redeemed		(334	)		(688	)
Class C:
Subscribed		239			672
Redeemed		(312	)		(594	)
Class R6:
Distributions Reinvested		—			—	@
Redeemed		—			(7	)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		4,382			(84	)
Total Increase in Net Assets		8,732			3,462
Net Assets:
Beginning of Period		23,965			20,503
End of Period	$	32,697		$	23,965
(1) Capital Share Transactions:
Class I:
Shares Subscribed		366			632
Shares Issued on Distributions Reinvested		—			7
Shares Redeemed		(134	)		(678	)
Net Increase (Decrease) in Class I Shares Outstanding		232			(39	)
Class A:
Shares Subscribed		25			76
Shares Issued on Distributions Reinvested		—			1
Shares Redeemed		(18	)		(43	)
Net Increase in Class A Shares Outstanding		7			34
Class C:
Shares Subscribed		14			44
Shares Redeemed		(18	)		(40	)
Net Increase (Decrease) in Class C Shares Outstanding		(4	)		4
Class R6:
Shares Issued on Distributions Reinvested		—			—	@@
Shares Redeemed		—			(—	@@)
Net Decrease in Class R6 Shares Outstanding		—			(—	@@)

@  Amount is less than $500.

@@  Amount is less than 500 shares.

The accompanying notes are an integral part of the financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Core Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	16.95		$	14.47		$	18.01		$	15.99		$	13.19		$	10.15
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.01			0.11			0.07			0.01			0.02			0.07
Net Realized and Unrealized Gain (Loss)		2.89			2.49			(3.56	)		2.78			2.78			3.07
Total from Investment Operations		2.90			2.60			(3.49	)		2.79			2.80			3.14
Distributions from and/or in Excess of:
Net Investment Income		—			(0.12	)		(0.05	)		—			—			(0.09	)
Net Realized Gain		—			—			—			(0.77	)		—			—
Paid-in-Capital		—			—			—			—			—			(0.01	)
Total Distributions		—			(0.12	)		(0.05	)		(0.77	)		—			(0.10	)
Net Asset Value, End of Period	$	19.85		$	16.95		$	14.47		$	18.01		$	15.99		$	13.19
Total Return(2)​		17.11	%(3)​		17.96	%(4)​		(19.37	)%		17.63	%		21.23	%		30.96	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	23,471		$	16,116		$	14,324		$	18,041		$	9,849		$	8,157
Ratio of Expenses Before Expense Limitation		1.68	%(5)​		1.99	%		2.25	%		2.13	%		2.93	%		2.73	%
Ratio of Expenses After Expense Limitation		1.00	%(5)(6)​		0.96	%(6)(7)​		0.99	%(6)​		0.99	%(6)​		0.99	%(6)​		0.98	%(6)​
Ratio of Net Investment Income		0.14	%(5)(6)​		0.70	%(6)(7)​		0.48	%(6)​		0.06	%(6)​		0.18	%(6)​		0.61	%(6)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(5)(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​
Portfolio Turnover Rate		22	%(3)​		18	%		17	%		23	%		30	%		61	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value as of the last business day of the period.

(3)  Not annualized.

(4)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class I shares.

(5)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.00	%		0.66	%

(8)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Core Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	16.78		$	14.33		$	17.85		$	15.92		$	13.17		$	10.15
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(1)​		(0.01	)		0.06			0.01			(0.05	)		(0.02	)		0.03
Net Realized and Unrealized Gain (Loss)		2.85			2.46			(3.52	)		2.75			2.77			3.05
Total from Investment Operations		2.84			2.52			(3.51	)		2.70			2.75			3.08
Distributions from and/or in Excess of:
Net Investment Income		—			(0.07	)		(0.01	)		—			—			(0.05	)
Net Realized Gain		—			—			—			(0.77	)		—			—
Paid-in-Capital		—			—			—			—			—			(0.01	)
Total Distributions		—			(0.07	)		(0.01	)		(0.77	)		—			(0.06	)
Net Asset Value, End of Period	$	19.62		$	16.78		$	14.33		$	17.85		$	15.92		$	13.17
Total Return(2)​		16.92	%(3)​		17.62	%(4)​		(19.64	)%		17.14	%		20.88	%		30.36	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	6,243		$	5,221		$	3,978		$	2,678		$	1,869		$	2,186
Ratio of Expenses Before Expense Limitation		1.97	%(5)​		2.32	%		2.60	%		2.51	%		3.32	%		3.12	%
Ratio of Expenses After Expense Limitation		1.30	%(5)(6)​		1.29	%(6)(7)​		1.35	%(6)​		1.35	%(6)​		1.35	%(6)​		1.35	%(6)​
Ratio of Net Investment Income (Loss)		(0.17	)%(5)(6)​		0.36	%(6)(7)​		0.09	%(6)​		(0.31	)%(6)​		(0.18	)%(6)​		0.26	%(6)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(5)(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​
Portfolio Turnover Rate		22	%(3)​		18	%		17	%		23	%		30	%		61	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.

(3)  Not annualized.

(4)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class A shares.

(5)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.32	%		0.33	%

(8)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Core Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	16.09		$	13.79		$	17.29		$	15.55		$	12.97		$	10.02
Income (Loss) from Investment Operations:
Net Investment Loss(1)​		(0.08	)		(0.06	)		(0.09	)		(0.18	)		(0.12	)		(0.05	)
Net Realized and Unrealized Gain (Loss)		2.73			2.36			(3.41	)		2.69			2.70			3.00
Total from Investment Operations		2.65			2.30			(3.50	)		2.51			2.58			2.95
Distributions from and/or in Excess of:
Net Realized Gain		—			—			—			(0.77	)		—			—
Net Asset Value, End of Period	$	18.74		$	16.09		$	13.79		$	17.29		$	15.55		$	12.97
Total Return(2)​		16.47	%(3)​		16.68	%(4)​		(20.24	)%		16.32	%		19.89	%		29.44	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	2,971		$	2,618		$	2,186		$	2,893		$	1,998		$	1,448
Ratio of Expenses Before Expense Limitation		2.77	%(5)​		3.12	%		3.38	%		3.25	%		4.11	%		3.92	%
Ratio of Expenses After Expense Limitation		2.10	%(5)(6)​		2.07	%(6)(7)​		2.10	%(6)​		2.10	%(6)​		2.10	%(6)​		2.10	%(6)​
Ratio of Net Investment Loss		(0.96	)%(5)(6)​		(0.41	)%(6)(7)​		(0.65	)%(6)​		(1.06	)%(6)​		(0.94	)%(6)​		(0.45	)%(6)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(5)(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​
Portfolio Turnover Rate		22	%(3)​		18	%		17	%		23	%		30	%		61	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.

(3)  Not annualized.

(4)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class C shares.

(5)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		2.10	%		(0.44	)%

(8)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Core Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	16.96		$	14.48		$	18.01		$	15.99		$	13.18		$	10.15
Income (Loss) from Investment Operations:
Net Investment Income(2)​		0.01			0.11			0.08			0.02			0.03			0.07
Net Realized and Unrealized Gain (Loss)		2.90			2.50			(3.55	)		2.77			2.78			3.06
Total from Investment Operations		2.91			2.61			(3.47	)		2.79			2.81			3.13
Distributions from and/or in Excess of:
Net Investment Income		—			(0.13	)		(0.06	)		—			—			(0.09	)
Net Realized Gain		—			—			—			(0.77	)		—			—
Paid-in-Capital		—			—			—			—			—			(0.01	)
Total Distributions		—			(0.13	)		(0.06	)		(0.77	)		—			(0.10	)
Net Asset Value, End of Period	$	19.87		$	16.96		$	14.48		$	18.01		$	15.99		$	13.18
Total Return(3)​		17.16	%(4)​		18.00	%(5)​		(19.28	)%		17.55	%		21.40	%		30.90	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	12		$	10		$	15		$	29		$	16		$	13
Ratio of Expenses Before Expense Limitation		21.27	%(6)​		16.70	%		15.01	%		13.09	%		18.19	%		18.98	%
Ratio of Expenses After Expense Limitation		0.95	%(6)(7)​		0.93	%(7)(8)​		0.95	%(7)​		0.95	%(7)​		0.95	%(7)​		0.95	%(7)​
Ratio of Net Investment Income		0.14	%(6)(7)​		0.72	%(7)(8)​		0.49	%(7)​		0.10	%(7)​		0.22	%(7)​		0.63	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​
Portfolio Turnover Rate		22	%(4)​		18	%		17	%		23	%		30	%		61	%

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(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)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class R6 shares.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.95	%		0.70	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying financial statements relates to the Global Core Portfolio. The Fund seeks long-term capital appreciation.

The Fund has issued four classes of shares — Class I, Class A, Class C and Class R6. Class C shares will automatically convert to Class A shares eight years after the end of the calendar month in which the shares were purchased.

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/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-thecounter ("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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (5) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of the close of the NYSE; and

10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

(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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2024:

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	$	1,808	$	—	$	—	$	1,808
Banks		1,946		—		—		1,946
Broadline Retail		1,390		—		—		1,390
Building Products		338		—		—		338
Capital Markets		2,137		—		—		2,137
Chemicals		577		—		—		577
Commercial Services & Supplies		554		—		—		554
Construction Materials		1,930		—		—		1,930
Consumer Staples Distribution & Retail		208		—		—		208
Diversified Telecommunication Services		321		—		—		321
Electric Utilities		372		—		—		372
Entertainment		1,015		—		—		1,015
Financial Services		1,092		—		—		1,092
Ground Transportation		318		—		—		318
Health Care Technology		94		—		—		94
Hotels, Restaurants & Leisure		123		—		—		123
Household Durables		205		—		—		205
Insurance		1,508		—		—		1,508
Interactive Media & Services		1,721		—		—		1,721
Life Sciences Tools & Services		435		—		—		435
Metals & Mining		78		—		—		78

11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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)
Oil, Gas & Consumable Fuels	$	1,023	$	—	$	—	$	1,023
Passenger Airlines		318		—		—		318
Pharmaceuticals		1,010		—		—		1,010
Professional Services		153		—		—		153
Semiconductors & Semiconductor Equipment		3,809		—		—		3,809
Software		2,960		—		—		2,960
Specialty Retail		1,178		—		—		1,178
Tech Hardware, Storage & Peripherals		1,627		—		—		1,627
Textiles, Apparel & Luxury Goods		88		444		—		532
Trading Companies & Distributors		1,754		—		—		1,754
Total Common Stocks		32,090		444		—		32,534
Short-Term Investment
Investment Company		35		—		—		35
Total Assets	$	32,125	$	444	$	—	$	32,569

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 U.S. 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 indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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. 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) net of applicable withholding taxes. 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, co-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, 2024, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.08% 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 R6 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, 2024, approximately $95,000 of advisory fees were waived and approximately $2,000 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 providing distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.

13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to less than $500.

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $10,546,000 and $6,111,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by less than $500 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	125	$	6,842	$	6,932	$	6

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	35

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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.

14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:		2022 Distributions Paid From:
Ordinary Income (000)		Ordinary Income (000)		Paid-in- Capital (000)
$	134	$	51	$	2

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 prior year tax return adjustment, resulted in the following reclassifications among the components of net assets at December 31, 2023:

Total Distributable Earnings (000)			Paid-in- Capital (000)
$	(2	)	$	2

At December 31, 2023, 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)
$	25	$	—

At December 31, 2023, the Fund had available for federal income tax purposes unused short-term and long-term capital

losses of approximately $361,000 and $1,625,000, 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 $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 98.4%.

K. Market Risk: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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 three-year period but below its peer group average for the one- 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 the 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.

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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

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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MLMAX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

Global Endurance

Portfolio

Semi-Annual Financial Statements and Additional Information
June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Portfolio of Investments	2
Statement of Assets and Liabilities	3
Statement of Operations	5
Statements of Changes in Net Assets	6
Financial Highlights	8
Notes to Financial Statements	12
Investment Advisory Agreement Approval	19

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) 869-6397. 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.

June 30, 2024 (unaudited)

Portfolio of Investments

Global Endurance Portfolio

	Shares		Value (000)
Common Stocks (100.0%)
France (4.7%)
Eurofins Scientific SE		36,059	$	1,805
Germany (2.3%)
Delivery Hero SE (a)		37,318		886
Israel (4.2%)
Global-e Online Ltd. (a)		44,742		1,623
Japan (3.8%)
Sansan, Inc. (a)		137,500		1,481
Korea, Republic of (3.0%)
Coupang, Inc. (a)		56,204		1,177
Sweden (1.2%)
Hemnet Group AB		15,432		465
United Kingdom (14.0%)
Babcock International Group PLC		305,913		2,021
Victoria PLC (a)(b)		1,501,369		3,386
				5,407
United States (66.8%)
Appian Corp., Class A (a)		112,260		3,464
Arbutus Biopharma Corp. (a)		250,410		774
Atlassian Corp., Class A (a)		1,572		278
Bill Holdings, Inc. (a)		30,365		1,598
Burford Capital Ltd.		83,430		1,067
Core & Main, Inc., Class A (a)		24,888		1,218
Cricut, Inc., Class A		290,666		1,741
Fastly, Inc., Class A (a)		191,422		1,411
Fiserv, Inc. (a)		3,934		586
Floor & Decor Holdings, Inc., Class A (a)		17,108		1,701
HCA Healthcare, Inc.		5,650		1,815
Interactive Brokers Group, Inc., Class A		10,738		1,317
Lithia Motors, Inc., Class A		4,714		1,190
ProKidney Corp. (a)		261,986		645
Roivant Sciences Ltd. (a)		63,948		676
Royalty Pharma PLC, Class A		58,228		1,535
SharkNinja, Inc.		16,351		1,229
Tesla, Inc. (a)		11,086		2,194
Wayfair, Inc., Class A (a)		24,964		1,316
				25,755
Total Common Stocks (Cost $45,513)				38,599
Short-Term Investments (0.3%)
Securities held as Collateral on Loaned Securities (0.3%)
Investment Company (0.2%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G)		86,646		87

	Face Amount (000)		Value (000)
Repurchase Agreements (0.1%)
Merrill Lynch & Co., Inc., (5.32%, dated 6/28/24, due 7/1/24; proceeds $17; fully collateralized by a U.S. Government obligation; 0.63% due 11/30/27; valued at $17)	$	17	$	16
Merrill Lynch & Co., Inc., (5.25%, dated 6/28/24, due 7/1/24; proceeds $8; fully collateralized by a U.S. Government obligation; 0.63% due 11/30/27; valued at $8)		8		8
				24
Total Securities held as Collateral on Loaned Securities (Cost $111)				111
Total Investments (100.3%) (Cost $45,624) including $2,386 of Securities Loaned (c)(d)				38,710
Liabilities in Excess of Other Assets (–0.3%)				(129	)
Net Assets (100.0%)			$	38,581

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, 2024.

(c)  The approximate fair value and percentage of net assets, $11,112,000 and 28.8%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Financial Statements.

(d)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $2,665,000 and the aggregate gross unrealized depreciation is approximately $9,579,000, resulting in net unrealized depreciation of approximately $6,914,000.

Portfolio Composition*

Classification	Percentage of Total Investments
Other**		31.4	%
Software		17.7
Household Durables		16.5
Specialty Retail		10.9
Broadline Retail		7.2
Automobiles		5.7
Biotechnology		5.4
Aerospace & Defense		5.2
Total Investments		100.0	%

*  Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2024.

**  Industries and/or investment types representing less than 5% of total investments.

The accompanying notes are an integral part of the financial statements.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Endurance Portfolio

Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value(1)​ (Cost $45,537)	$	38,623
Investment in Security of Affiliated Issuer, at Value (Cost $87)		87
Total Investments in Securities, at Value (Cost $45,624)		38,710
Foreign Currency, at Value (Cost $7)		7
Receivable for Investments Sold		71
Receivable from Securities Lending Income		26
Receivable from Affiliate		2
Receivable for Fund Shares Sold		1
Other Assets		47
Total Assets		38,864
Liabilities:
Collateral on Securities Loaned, at Value		111
Payable for Fund Shares Redeemed		63
Payable for Professional Fees		37
Payable to Bank		31
Payable for Advisory Fees		16
Payable for Sub Transfer Agency Fees — Class I		6
Payable for Sub Transfer Agency Fees — Class A		3
Payable for Sub Transfer Agency Fees — Class C		—	@
Payable for Custodian Fees		4
Payable for Administration 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		1
Payable for Transfer Agency Fees — Class A		—	@
Payable for Transfer Agency Fees — Class C		—	@
Payable for Transfer Agency Fees — Class R6		—	@
Other Liabilities		6
Total Liabilities		283
Net Assets	$	38,581
Net Assets Consist of:
Paid-in-Capital		87,984
Total Accumulated Loss		(49,403	)
Net Assets	$	38,581

The accompanying notes are an integral part of the financial statements.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Endurance Portfolio

Statement of Assets and Liabilities (cont'd)	June 30, 2024 (000)
CLASS I:
Net Assets	$	34,980
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		2,327,247
Net Asset Value, Offering and Redemption Price Per Share	$	15.03
CLASS A:
Net Assets	$	2,633
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		178,202
Net Asset Value, Redemption Price Per Share	$	14.78
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	0.82
Maximum Offering Price Per Share	$	15.60
CLASS C:
Net Assets	$	944
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		66,283
Net Asset Value, Offering and Redemption Price Per Share	$	14.25
CLASS R6:
Net Assets	$	24
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		1,623
Net Asset Value, Offering and Redemption Price Per Share	$	15.06
(1​)​ Including: Securities on Loan, at Value:	$	2,386

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Endurance Portfolio

Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Income from Securities Loaned — Net	$	136
Dividends from Securities of Unaffiliated Issuers		57
Dividends from Security of Affiliated Issuer (Note G)		37
Total Investment Income		230
Expenses:
Advisory Fees (Note B)		167
Professional Fees		70
Registration Fees		26
Administration Fees (Note C)		17
Sub Transfer Agency Fees — Class I		12
Sub Transfer Agency Fees — Class A		4
Sub Transfer Agency Fees — Class C		—	@
Shareholder Services Fees — Class A (Note D)		6
Distribution and Shareholder Services Fees — Class C (Note D)		5
Shareholder Reporting Fees		9
Transfer Agency Fees — Class I (Note E)		5
Transfer Agency Fees — Class A (Note E)		2
Transfer Agency Fees — Class C (Note E)		1
Transfer Agency Fees — Class R6 (Note E)		1
Custodian Fees (Note F)		8
Pricing Fees		1
Directors' Fees and Expenses		1
Other Expenses		9
Total Expenses		344
Waiver of Advisory Fees (Note B)		(109	)
Reimbursement of Class Specific Expenses — Class I (Note B)		(8	)
Reimbursement of Class Specific Expenses — Class A (Note B)		(3	)
Reimbursement of Class Specific Expenses — Class C (Note B)		(1	)
Reimbursement of Class Specific Expenses — Class R6 (Note B)		(1	)
Rebate from Morgan Stanley Affiliate (Note G)		(1	)
Net Expenses		221
Net Investment Income		9
Realized Gain (Loss):
Investments Sold		1,171
Foreign Currency Translation		(1	)
Net Realized Gain		1,170
Change in Unrealized Appreciation (Depreciation):
Investments		(3,358	)
Foreign Currency Translation		(—	@)
Net Change in Unrealized Appreciation (Depreciation)		(3,358	)
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		(2,188	)
Net Decrease in Net Assets Resulting from Operations	$	(2,179	)

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Global Endurance Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	9		$	817
Net Realized Gain (Loss)		1,170			(200	)
Net Change in Unrealized Appreciation (Depreciation)		(3,358	)		15,798
Net Increase (Decrease) in Net Assets Resulting from Operations		(2,179	)		16,415
Dividends and Distributions to Shareholders:
Class I		—			(649	)
Class A		—			(114	)
Class C		—			(10	)
Class R6		—			(—	@)
Total Dividends and Distributions to Shareholders		—			(773	)
Capital Share Transactions:(1)​
Class I:
Subscribed		3,993			10,916
Distributions Reinvested		—			649
Redeemed		(3,260	)		(6,181	)
Class A:
Subscribed		643			11,155
Distributions Reinvested		—			114
Redeemed		(5,253	)		(8,393	)
Class C:
Subscribed		129			267
Distributions Reinvested		—			10
Redeemed		(44	)		(215	)
Class R6:
Subscribed		—			15
Distributions Reinvested		—			—	@
Redeemed		—			(8	)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		(3,792	)		8,329
Total Increase (Decrease) in Net Assets		(5,971	)		23,971
Net Assets:
Beginning of Period		44,552			20,581
End of Period	$	38,581		$	44,552

The accompanying notes are an integral part of the financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Global Endurance Portfolio

Statements of Changes in Net Assets (cont'd)	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
(1) Capital Share Transactions:
Class I:
Shares Subscribed		255			835
Shares Issued on Distributions Reinvested		—			42
Shares Redeemed		(206	)		(430	)
Net Increase in Class I Shares Outstanding		49			447
Class A:
Shares Subscribed		41			739
Shares Issued on Distributions Reinvested		—			8
Shares Redeemed		(340	)		(583	)
Net Increase (Decrease) in Class A Shares Outstanding		(299	)		164
Class C:
Shares Subscribed		9			19
Shares Issued on Distributions Reinvested		—			1
Shares Redeemed		(3	)		(18	)
Net Increase in Class C Shares Outstanding		6			2
Class R6:
Shares Subscribed		—			1
Shares Issued on Distributions Reinvested		—			—	@@
Shares Redeemed		—			(1	)
Net Increase in Class R6 Shares Outstanding		—			—	@@

@  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.

June 30, 2024

Financial Highlights

Global Endurance Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	15.87		$	9.37		$	27.75		$	26.51		$	13.03		$	9.98
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(1)​		0.01			0.31			(0.13	)		(0.28	)		(0.09	)		(0.05	)
Net Realized and Unrealized Gain (Loss)		(0.85	)		6.48			(18.25	)		2.82			14.41			3.10
Total from Investment Operations		(0.84	)		6.79			(18.38	)		2.54			14.32			3.05
Distributions from and/or in Excess of:
Net Investment Income		—			(0.29	)		—			(0.02	)		(0.03	)		—
Net Realized Gain		—			—			—			(1.28	)		(0.81	)		—
Total Distributions		—			(0.29	)		—			(1.30	)		(0.84	)		—
Net Asset Value, End of Period	$	15.03		$	15.87		$	9.37		$	27.75		$	26.51		$	13.03
Total Return(2)​		(5.29	)%(3)​		72.56	%(4)​		(66.23	)%		9.59	%		110.03	%		30.30	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	34,980		$	36,150		$	17,152		$	70,478		$	7,854		$	2,757
Ratio of Expenses Before Expense Limitation		1.56	%(5)​		1.62	%		1.67	%		1.34	%		5.12	%		14.17	%
Ratio of Expenses After Expense Limitation		0.99	%(5)(6)​		0.87	%(6)(7)​		1.00	%(6)​		0.99	%(6)​		1.00	%(6)​		1.00	%(6)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.00	%(6)​		N/A			N/A			N/A
Ratio of Net Investment Income (Loss)		0.11	%(5)(6)​		2.23	%(6)(7)​		(0.87	)%(6)​		(0.85	)%(6)​		(0.52	)%(6)​		(0.42	)%(6)​
Ratio of Rebate from Morgan Stanley Affiliates		0.01	%(5)​		0.01	%		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​
Portfolio Turnover Rate		86	%(3)​		130	%		67	%		75	%		46	%		74	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value as of the last business day of the period.

(3)  Not annualized.

(4)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class I shares.

(5)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.99	%		2.11	%

(8)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Endurance Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	15.63		$	9.23		$	27.45		$	26.33		$	12.99		$	9.98
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(1)​		(0.02	)		0.26			(0.17	)		(0.38	)		(0.19	)		(0.09	)
Net Realized and Unrealized Gain (Loss)		(0.83	)		6.38			(18.05	)		2.80			14.34			3.10
Total from Investment Operations		(0.85	)		6.64			(18.22	)		2.42			14.15			3.01
Distributions from and/or in Excess of:
Net Investment Income		—			(0.24	)		—			(0.02	)		(0.00	)(2)​		—
Net Realized Gain		—			—			—			(1.28	)		(0.81	)		—
Total Distributions		—			(0.24	)		—			(1.30	)		(0.81	)		—
Net Asset Value, End of Period	$	14.78		$	15.63		$	9.23		$	27.45		$	26.33		$	12.99
Total Return(3)​		(5.44	)%(4)​		72.03	%(5)​		(66.38	)%		9.20	%		109.10	%		29.90	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	2,633		$	7,463		$	2,898		$	5,239		$	2,462		$	13
Ratio of Expenses Before Expense Limitation		1.99	%(6)​		1.95	%		1.99	%		1.70	%		5.67	%		29.52	%
Ratio of Expenses After Expense Limitation		1.34	%(6)(7)​		1.23	%(7)(8)​		1.35	%(7)​		1.35	%(7)​		1.35	%(7)​		1.35	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.35	%(7)​		N/A			N/A			N/A
Ratio of Net Investment Income (Loss)		(0.24	)%(6)(7)​		1.87	%(7)(8)​		(1.22	)%(7)​		(1.16	)%(7)​		(0.86	)%(7)​		(0.77	)%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.01	%(6)​		0.01	%		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​
Portfolio Turnover Rate		86	%(4)​		130	%		67	%		75	%		46	%		74	%

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class A shares.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.34	%		1.76	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Endurance Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	15.12		$	8.96		$	26.81		$	25.93		$	12.89		$	9.98
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(1)​		(0.07	)		0.15			(0.28	)		(0.62	)		(0.33	)		(0.18	)
Net Realized and Unrealized Gain (Loss)		(0.80	)		6.17			(17.57	)		2.80			14.18			3.09
Total from Investment Operations		(0.87	)		6.32			(17.85	)		2.18			13.85			2.91
Distributions from and/or in Excess of:
Net Investment Income		—			(0.16	)		—			(0.02	)		—			—
Net Realized Gain		—			—			—			(1.28	)		(0.81	)		—
Total Distributions		—			(0.16	)		—			(1.30	)		(0.81	)		—
Net Asset Value, End of Period	$	14.25		$	15.12		$	8.96		$	26.81		$	25.93		$	12.89
Total Return(2)​		(5.75	)%(3)​		70.62	%(4)​		(66.58	)%		8.41	%		107.59	%		28.90	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	944		$	913		$	519		$	1,547		$	439		$	13
Ratio of Expenses Before Expense Limitation		2.81	%(5)​		3.03	%		3.05	%		2.53	%		7.61	%		30.23	%
Ratio of Expenses After Expense Limitation		2.09	%(5)(6)​		1.96	%(6)(7)​		2.10	%(6)​		2.10	%(6)​		2.10	%(6)​		2.10	%(6)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			2.10	%(6)​		N/A			N/A			N/A
Ratio of Net Investment Income (Loss)		(0.99	)%(5)(6)​		1.14	%(6)(7)​		(1.97	)%(6)​		(1.92	)%(6)​		(1.62	)%(6)​		(1.52	)%(6)​
Ratio of Rebate from Morgan Stanley Affiliates		0.01	%(5)​		0.01	%		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​
Portfolio Turnover Rate		86	%(3)​		130	%		67	%		75	%		46	%		74	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.

(3)  Not annualized.

(4)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class C shares.

(5)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		2.09	%		1.01	%

(8)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Endurance Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	15.89		$	9.38		$	27.78		$	26.53		$	13.04		$	9.98
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(2)​		0.01			0.31			(0.12	)		(0.24	)		(0.08	)		(0.04	)
Net Realized and Unrealized Gain (Loss)		(0.84	)		6.50			(18.28	)		2.79			14.41			3.10
Total from Investment Operations		(0.83	)		6.81			(18.40	)		2.55			14.33			3.06
Distributions from and/or in Excess of:
Net Investment Income		—			(0.30	)		—			(0.02	)		(0.03	)		—
Net Realized Gain		—			—			—			(1.28	)		(0.81	)		—
Total Distributions		—			(0.30	)		—			(1.30	)		(0.84	)		—
Net Asset Value, End of Period	$	15.06		$	15.89		$	9.38		$	27.78		$	26.53		$	13.04
Total Return(3)​		(5.22	)%(4)​		72.66	%(5)​		(66.23	)%		9.62	%		110.08	%		30.40	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	24		$	26		$	12		$	31		$	28		$	13
Ratio of Expenses Before Expense Limitation		11.02	%(6)​		17.07	%		15.13	%		7.59	%		16.93	%		29.13	%
Ratio of Expenses After Expense Limitation		0.94	%(6)(7)​		0.79	%(7)(8)​		0.95	%(7)​		0.95	%(7)​		0.95	%(7)​		0.95	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			0.95	%(7)​		N/A			N/A			N/A
Ratio of Net Investment Income (Loss)		0.16	%(6)(7)​		2.31	%(7)(8)​		(0.82	)%(7)​		(0.71	)%(7)​		(0.47	)%(7)​		(0.37	)%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.01	%(6)​		0.01	%		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​
Portfolio Turnover Rate		86	%(4)​		130	%		67	%		75	%		46	%		74	%

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(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)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class R6 shares.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.94	%		2.16	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying financial statements relates to the Global Endurance Portfolio. The Fund seeks long-term capital appreciation.

The Fund has issued four classes of shares — Class I, Class A, Class C and Class R6.

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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (5) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of the close of the NYSE; and (6) investments in mutual funds, including

12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2024:

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	$	—	$	2,021	$	—	$	2,021
Automobiles		2,194		—		—		2,194
Biotechnology		2,095		—		—		2,095
Broadline Retail		2,800		—		—		2,800
Capital Markets		1,317		—		—		1,317
Financial Services		586		1,067		—		1,653
Health Care Providers & Services		1,815		—		—		1,815
Hotels, Restaurants & Leisure		—		886		—		886
Household Durables		2,970		3,386		—		6,356
Information Technology Services		1,411		—		—		1,411
Interactive Media & Services		—		465		—		465
Life Sciences Tools & Services		—		1,805		—		1,805
Pharmaceuticals		1,535		—		—		1,535
Software		5,340		1,481		—		6,821
Specialty Retail		4,207		—		—		4,207
Trading Companies & Distributors		1,218		—		—		1,218
Total Common Stocks		27,488		11,111		—		38,599
Short-Term Investments
Investment Company		87		—		—		87
Repurchase Agreements		—		24		—		24
Total Short-Term Investments		87		24		—		111
Total Assets	$	27,575	$	11,135	$	—	$	38,710

13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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.

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 U.S. 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.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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, 2024:

Gross Amount Not Offset in the Statement of Assets and Liabilities
Gross Asset Amount Presented in the Statement of Assets and Liabilities (000)			Financial Instrument (000)		Collateral Received (000)			Net Amount (not less than $0) (000)
$	2,386	(a)	$	—	$	(2,386	)(b)(c)	$	0

(a) Represents market value of loaned securities at period end.

(b) The Fund received cash collateral of approximately $111,000, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Fund as reported in the Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $2,519,000 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 borrowings.

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, 2024:

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	$	111	$	—	$	—	$	—	$	111
Total Borrowings	$	111	$	—	$	—	$	—	$	111
Gross amount of recognized liabilities for securities lending transactions									$	111

6.  Indemnifications: The Company enters into contracts that contain a variety of indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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. 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) net of applicable withholding taxes. Discounts are accreted and premiums are amortized over the life of

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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, co-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, 2024, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.27% 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 R6 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, 2024, approximately $109,000 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, 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 distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to approximately $1,000.

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.

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $35,106,000 and $35,192,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by approximately $1,000 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	4,068	$	19,776	$	23,757	$	37

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	87

During the six months ended June 30, 2024, the Fund incurred approximately $1,000 in brokerage commissions with Morgan Stanley & Co. LLC, an affiliate of the Adviser/Administrator and Distributor, for portfolio transactions executed on behalf of the Fund.

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate

compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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 four-year period ended December 31, 2023 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

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2023 and 2022 was as follows:

2023 Distributions Paid From:				2022 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	773	$	—	$	—	$	—

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, 2023.

At December 31, 2023, 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)
$	80	$	—

At December 31, 2023, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $15,104,000 and $24,126,000, 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 $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 46.7%.

K. Market Risk: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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- and five-year periods but below its peer group average for the three-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 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.

19

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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.

20

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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MSJAX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

Global Focus Real Estate Portfolio

Semi-Annual Financial Statements and Additional Information

June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Portfolio of Investments	2
Statement of Assets and Liabilities	4
Statement of Operations	5
Statements of Changes in Net Assets	6
Financial Highlights	7
Notes to Financial Statements	11
Investment Advisory Agreement Approval	18

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) 869-6397. 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.

June 30, 2024 (unaudited)

Portfolio of Investments

Global Focus Real Estate Portfolio

	Shares		Value (000)
Common Stocks (97.5%)
Australia (5.9%)
Charter Hall Group REIT		3,907	$	29
Goodman Group REIT		6,593		152
National Storage REIT		21,795		33
Stockland REIT		13,932		39
				253
Canada (3.1%)
Boardwalk REIT		1,357		70
Chartwell Retirement Residences (Units) (a)		6,723		63
				133
France (2.8%)
Carmila SA REIT		1,760		30
Klepierre SA REIT		1,494		40
Unibail-Rodamco-Westfield REIT		662		52
				122
Germany (1.7%)
Vonovia SE		2,529		72
Hong Kong (0.8%)
Link REIT		9,280		36
Japan (8.9%)
Comforia Residential, Inc. REIT		20		39
Invincible Investment Corp. REIT		185		75
Mitsui Fudosan Co. Ltd.		13,500		124
Mitsui Fudosan Logistics Park, Inc. REIT		14		38
Nippon Building Fund, Inc. REIT		11		39
Sumitomo Realty & Development Co. Ltd.		2,300		68
				383
Netherlands (1.9%)
CTP NV		4,806		82
Singapore (0.9%)
Frasers Centrepoint Trust REIT		23,500		37
Spain (0.9%)
Merlin Properties Socimi SA REIT		3,649		41
Sweden (1.3%)
Castellum AB (b)		2,494		30
Pandox AB		1,374		25
				55
United Kingdom (4.0%)
Derwent London PLC REIT		1,387		40
Hammerson PLC REIT		92,783		32
Segro PLC REIT		4,694		53
UNITE Group PLC REIT		1,734		19
Workspace Group PLC REIT		3,414		26
				170
United States (65.3%)
Alexandria Real Estate Equities, Inc. REIT		502		59
American Homes 4 Rent, Class A REIT		2,900		108
American Tower Corp. REIT		1,293		251
AvalonBay Communities, Inc. REIT		1,015		210
Boston Properties, Inc. REIT		710		44

	Shares		Value (000)
CareTrust REIT, Inc.		2,607	$	65
Digital Realty Trust, Inc. REIT		935		142
EastGroup Properties, Inc. REIT		507		86
Equinix, Inc. REIT		322		244
Essential Properties Realty Trust, Inc. REIT		4,799		133
Extra Space Storage, Inc. REIT		1,355		211
Federal Realty Investment Trust REIT		809		82
Hilton Worldwide Holdings, Inc.		199		43
Host Hotels & Resorts, Inc. REIT		2,368		43
Iron Mountain, Inc. REIT		1,179		106
Lamar Advertising Co., Class A REIT		540		65
Mid-America Apartment Communities, Inc. REIT		694		99
PACS Group, Inc. (b)		2,219		65
Prologis, Inc. REIT		957		107
Rexford Industrial Realty, Inc. REIT		1,669		74
Simon Property Group, Inc. REIT		983		149
Urban Edge Properties REIT		2,515		46
VICI Properties, Inc. REIT		2,991		86
Welltower, Inc. REIT		2,741		286
				2,804
Total Common Stocks (Cost $3,824)				4,188
Short-Term Investment (0.3%)
Investment Company (0.3%)
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class, 5.14% (See Note G) (Cost $14)		14,164		14
Total Investments (97.8%) (Cost $3,838) (c)(d)				4,202
Other Assets in Excess of Liabilities (2.2%)				93
Net Assets (100.0%)			$	4,295

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)  The approximate fair value and percentage of net assets, $1,251,000 and 29.1%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Financial Statements.

(d)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $448,000 and the aggregate gross unrealized depreciation is approximately $84,000, resulting in net unrealized appreciation of approximately $364,000.

REIT  Real Estate Investment Trust.

The accompanying notes are an integral part of the financial statements.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Portfolio of Investments (cont'd)

Global Focus Real Estate Portfolio

Portfolio Composition

Classification	Percentage of Total Investments
Residential		14.7	%
Retail		14.3
Health Care		12.8
Diversified		11.7
Industrial		10.5
Data Centers		9.2
Other*		8.9
Specialty		6.1
Telecommunications REITs		6.0
Self Storage		5.8
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.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Focus Real Estate Portfolio

Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $3,824)	$	4,188
Investment in Security of Affiliated Issuer, at Value (Cost $14)		14
Total Investments in Securities, at Value (Cost $3,838)		4,202
Foreign Currency, at Value (Cost $2)		2
Due from Adviser		56
Dividends Receivable		19
Receivable for Investments Sold		10
Tax Reclaim Receivable		—	@
Receivable from Affiliate		—	@
Other Assets		65
Total Assets		4,354
Liabilities:
Payable for Professional Fees		50
Payable for Custodian Fees		2
Payable for Administration Fees		—	@
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 R6		—	@
Payable for Shareholder Services Fees — Class A		—	@
Payable for Distribution and Shareholder Services Fees — Class C		—	@
Other Liabilities		7
Total Liabilities		59
Net Assets	$	4,295
Net Assets Consist of:
Paid-in-Capital	$	5,249
Total Accumulated Loss		(954	)
Net Assets	$	4,295
CLASS I:
Net Assets	$	4,269
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		527,398
Net Asset Value, Offering and Redemption Price Per Share	$	8.10
CLASS A:
Net Assets	$	9
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		1,048
Net Asset Value, Redemption Price Per Share	$	8.11
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	0.45
Maximum Offering Price Per Share	$	8.56
CLASS C:
Net Assets	$	8
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		1,030
Net Asset Value, Offering and Redemption Price Per Share	$	8.07
CLASS R6:
Net Assets	$	9
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		1,090
Net Asset Value, Offering and Redemption Price Per Share	$	8.10

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Focus Real Estate Portfolio

Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $2 of Foreign Taxes Withheld)	$	76
Dividends from Security of Affiliated Issuer (Note G)		1
Income from Securities Loaned — Net		—	@
Total Investment Income		77
Expenses:
Professional Fees		74
Registration Fees		18
Advisory Fees (Note B)		15
Shareholder Reporting Fees		9
Custodian Fees (Note F)		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 R6 (Note E)		1
Administration Fees (Note C)		2
Pricing Fees		2
Shareholder Services Fees — Class A (Note D)		—	@
Distribution and Shareholder Services Fees — Class C (Note D)		—	@
Sub Transfer Agency Fees — Class I		—	@
Directors' Fees and Expenses		—	@
Other Expenses		9
Total Expenses		139
Expenses Reimbursed by Adviser (Note B)		(102	)
Waiver of Advisory Fees (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 R6 (Note B)		(1	)
Rebate from Morgan Stanley Affiliate (Note G)		(—	@)
Net Expenses		19
Net Investment Income		58
Realized Gain (Loss):
Investments Sold		(111	)
Foreign Currency Translation		—	@
Net Realized Loss		(111	)
Change in Unrealized Appreciation (Depreciation):
Investments		39
Foreign Currency Translation		(—	@)
Net Change in Unrealized Appreciation (Depreciation)		39
Net Realized Loss and Change in Unrealized Appreciation (Depreciation)		(72	)
Net Decrease in Net Assets Resulting from Operations	$	(14	)

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Global Focus Real Estate Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	58		$	92
Net Realized Loss		(111	)		(408	)
Net Change in Unrealized Appreciation (Depreciation)		39			786
Net Increase (Decrease) in Net Assets Resulting from Operations		(14	)		470
Dividends and Distributions to Shareholders:
Class I		(32	)		(109	)
Class A		(—	@)		(—	@)
Class C		(—	@)		(—	@)
Class R6		(—	@)		(—	@)
Total Dividends and Distributions to Shareholders		(32	)		(109	)
Capital Share Transactions:(1)​
Class I:
Distributions Reinvested		32			109
Class A:
Distributions Reinvested		—	@		—	@
Class C:
Distributions Reinvested		—	@		—	@
Class R6:
Subscribed		—	@		—
Distributions Reinvested		—	@		—	@
Net Increase in Net Assets Resulting from Capital Share Transactions		32			109
Total Increase (Decrease) in Net Assets		(14	)		470
Net Assets:
Beginning of Period		4,309			3,839
End of Period	$	4,295		$	4,309
(1)   Capital Share Transactions:
Class I:
Shares Issued on Distributions Reinvested		4			14
Class A:
Shares Issued on Distributions Reinvested		—	@@		—	@@
Class C:
Shares Issued on Distributions Reinvested		—	@@		—	@@
Class R6:
Shares Subscribed		—	@@		—
Shares Issued on Distributions Reinvested		—	@@		—	@@
Net Increase in Class R6 Shares Outstanding		—	@@		—	@@

@  Amount is less than $500.

@@  Amount is less than 500 shares.

The accompanying notes are an integral part of the financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Focus Real Estate Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,						Period from July 30, 2021(1)​ to
Selected Per Share Data and Ratios	(unaudited)			2023			2022			December 31, 2021
Net Asset Value, Beginning of Period	$	8.18		$	7.50		$	10.49		$	10.00
Income (Loss) from Investment Operations:
Net Investment Income(2)​		0.11			0.18			0.17			0.04
Net Realized and Unrealized Gain (Loss)		(0.13	)		0.71			(3.00	)		0.50
Total from Investment Operations		(0.02	)		0.89			(2.83	)		0.54
Distributions from and/or in Excess of:
Net Investment Income		(0.06	)		(0.21	)		(0.16	)		(0.05	)
Net Asset Value, End of Period	$	8.10		$	8.18		$	7.50		$	10.49
Total Return(3)​		(0.23	)%(4)​		12.15	%(5)​		(27.10	)%		5.38	%(4)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	4,269		$	4,283		$	3,816		$	5,239
Ratio of Expenses Before Expense Limitation		6.44	%(6)​		7.63	%		8.66	%		8.85	%(6)​
Ratio of Expenses After Expense Limitation		0.85	%(6)(7)​		0.90	%(7)(8)(9)​		0.95	%(7)​		0.94	%(6)(7)​
Ratio of Net Investment Income		2.85	%(6)(7)​		2.38	%(7)(9)​		1.95	%(7)​		0.89	%(6)(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(6)(10)​
Portfolio Turnover Rate		53	%(4)​		95	%		113	%		44	%(4)​

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class I shares.

(6)  Annualized.

(7)  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."

(8)  Effective December 11, 2023, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.85% for Class I shares. Prior to December 11, 2023, the maximum ratio was 0.95% for Class I shares.

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.94	%		2.34	%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Focus Real Estate Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,						Period from July 30, 2021(1)​ to
Selected Per Share Data and Ratios	(unaudited)			2023			2022			December 31, 2021
Net Asset Value, Beginning of Period	$	8.20		$	7.52		$	10.49		$	10.00
Income (Loss) from Investment Operations:
Net Investment Income(2)​		0.10			0.16			0.16			0.03
Net Realized and Unrealized Gain (Loss)		(0.14	)		0.70			(3.02	)		0.49
Total from Investment Operations		(0.04	)		0.86			(2.86	)		0.52
Distributions from and/or in Excess of:
Net Investment Income		(0.05	)		(0.18	)		(0.11	)		(0.03	)
Net Asset Value, End of Period	$	8.11		$	8.20		$	7.52		$	10.49
Total Return(3)​		(0.44	)%(4)​		11.73	%(5)​		(27.38	)%		5.23	%(4)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	9		$	9		$	8		$	39
Ratio of Expenses Before Expense Limitation		30.79	%(6)​		35.38	%		16.98	%		14.76	%(6)​
Ratio of Expenses After Expense Limitation		1.20	%(6)(7)​		1.25	%(7)(8)(9)​		1.30	%(7)​		1.30	%(6)(7)​
Ratio of Net Investment Income		2.48	%(6)(7)​		2.03	%(7)(9)​		1.76	%(7)​		0.63	%(6)(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(6)(10)​
Portfolio Turnover Rate		53	%(4)​		95	%		113	%		44	%(4)​

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class A shares.

(6)  Annualized.

(7)  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."

(8)  Effective December 11, 2023, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.20% for Class A shares. Prior to December 11, 2023, the maximum ratio was 1.30% for Class A shares.

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.29	%		1.99	%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Focus Real Estate Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,						Period from July 30, 2021(1)​ to
Selected Per Share Data and Ratios	(unaudited)			2023			2022			December 31, 2021
Net Asset Value, Beginning of Period	$	8.18		$	7.50		$	10.49		$	10.00
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(2)​		0.07			0.10			0.07			(0.01	)
Net Realized and Unrealized Gain (Loss)		(0.14	)		0.71			(2.99	)		0.50
Total from Investment Operations		(0.07	)		0.81			(2.92	)		0.49
Distributions from and/or in Excess of:
Net Investment Income		(0.04	)		(0.13	)		(0.07	)		(0.00	)(3)​
Net Asset Value, End of Period	$	8.07		$	8.18		$	7.50		$	10.49
Total Return(4)​		(0.87	)%(5)​		10.91	%(6)​		(27.91	)%		4.92	%(5)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	8		$	8		$	7		$	10
Ratio of Expenses Before Expense Limitation		31.99	%(7)​		37.01	%		33.59	%		27.58	%(7)​
Ratio of Expenses After Expense Limitation		1.95	%(7)(8)​		2.00	%(8)(9)(10)​		2.05	%(8)​		2.05	%(7)(8)​
Ratio of Net Investment Income (Loss)		1.72	%(7)(8)​		1.28	%(8)(10)​		0.84	%(8)​		(0.23	)%(7)(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(11)​		0.00	%(11)​		0.00	%(11)​		0.00	%(7)(11)​
Portfolio Turnover Rate		53	%(5)​		95	%		113	%		44	%(5)​

(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)  Not annualized.

(6)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class C shares.

(7)  Annualized.

(8)  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."

(9)  Effective December 11, 2023, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.95% for Class C shares. Prior to December 11, 2023, the maximum ratio was 2.05% for Class C shares.

(10)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		2.04	%		1.24	%

(11)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Focus Real Estate Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,						Period from July 30, 2021(2)​ to
Selected Per Share Data and Ratios	(unaudited)			2023			2022			December 31, 2021
Net Asset Value, Beginning of Period	$	8.18		$	7.50		$	10.49		$	10.00
Income (Loss) from Investment Operations:
Net Investment Income(3)​		0.12			0.18			0.17			0.04
Net Realized and Unrealized Gain (Loss)		(0.14	)		0.71			(3.00	)		0.50
Total from Investment Operations		(0.02	)		0.89			(2.83	)		0.54
Distributions from and/or in Excess of:
Net Investment Income		(0.06	)		(0.21	)		(0.16	)		(0.05	)
Net Asset Value, End of Period	$	8.10		$	8.18		$	7.50		$	10.49
Total Return(4)​		(0.22	)%(5)​		12.20	%(6)​		(27.06	)%		(5.39	)%(5)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	9		$	9		$	8		$	11
Ratio of Expenses Before Expense Limitation		30.62	%(7)​		36.42	%		32.89	%		26.54	%(7)​
Ratio of Expenses After Expense Limitation		0.80	%(7)(8)​		0.85	%(8)(9)(10)​		0.90	%(8)​		0.90	%(7)(8)​
Ratio of Net Investment Income		2.93	%(7)(8)​		2.42	%(8)(10)​		2.00	%(8)​		0.93	%(7)(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(11)​		0.00	%(11)​		0.00	%(11)​		0.00	%(7)(11)​
Portfolio Turnover Rate		53	%(5)​		95	%		113	%		44	%(5)​

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(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)  Not annualized.

(6)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class R6 shares.

(7)  Annualized.

(8)  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."

(9)  Effective December 11, 2023, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.80% for Class R6 shares. Prior to December 11, 2023, the maximum ratio was 0.90% for Class R6 shares.

(10)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.89	%		2.38	%

(11)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying financial statements relates to the Global Focus Real Estate Portfolio. The Fund seeks to provide current income and long-term capital appreciation.

The Fund has issued four classes of shares — Class I, Class A, Class C and Class R6.

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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (5) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts

11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2024:

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
Data Centers	$	386	$	—	$	—	$	386
Diversified		—		489		—		489
Health Care		538		—		—		538
Industrial		267		173		—		440
Industrial/Office Mixed		—		30		—		30
Lodging/Resorts		86		100		—		186
Office		44		105		—		149
Residential		487		130		—		617
Retail		410		191		—		601
Self Storage		211		33		—		244
Specialty		257		—		—		257
Telecommunications REITs		251		—		—		251
Total Common Stocks		2,937		1,251		—		4,188
Short-Term Investment
Investment Company		14		—		—		14
Total Assets	$	2,951	$	1,251	$	—	$	4,202

12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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 U.S. 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.

13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2024, the Fund did not have any outstanding securities on loan.

5.  Indemnifications: The Company enters into contracts that contain a variety of indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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 quarterly. 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. 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) net of applicable withholding taxes. 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, co-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 $2 billion			Over $2 billion
	0.70	%		0.65	%

For the six months ended June 30, 2024, 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 0.85% for Class I shares, 1.20% for Class A shares, 1.95% for Class C shares and 0.80% for Class R6 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, 2024, approximately $15,000 of advisory fees were waived and approximately $105,000 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

14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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 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 distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to less than $500.

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $2,276,000 and $2,192,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by less than $500 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	34	$	341	$	361	$	1

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	14

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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 three-year period ended December 31, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:		2022 Distributions Paid From:
Ordinary Income (000)		Ordinary Income (000)
$	109	$	80

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, 2023:

Total Accumulated Loss (000)		Paid-in- Capital (000)
$	2	$	(2	)

At December 31, 2023, 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)
$	47	$	—

At December 31, 2023, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $662,000 and $528,000, 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 $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, the Fund did not have record owners of 10% or greater.

K. Market Risk: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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 but below its peer group average for the period since its inception in July 2021. 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.

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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

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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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MSBEX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

Global Franchise Portfolio

Semi-Annual Financial Statements and Additional Information
June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Portfolio of Investments	2
Statement of Assets and Liabilities	3
Statement of Operations	5
Statements of Changes in Net Assets	6
Financial Highlights	8
Notes to Financial Statements	13
Investment Advisory Agreement Approval	20

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) 869-6397. 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.

June 30, 2024 (unaudited)

Portfolio of Investments

Global Franchise Portfolio

	Shares		Value (000)
Common Stocks (98.0%)
France (5.0%)
L'Oreal SA		114,349	$	50,332
LVMH Moet Hennessy Louis Vuitton SE		48,841		37,500
Pernod Ricard SA		384,049		52,400
				140,232
Germany (6.7%)
SAP SE		925,719		185,954
Italy (0.2%)
Davide Campari-Milano NV		749,346		7,094
Netherlands (1.3%)
Heineken NV		115,211		11,146
Universal Music Group NV		802,930		23,886
				35,032
United Kingdom (10.3%)
Experian PLC		1,065,383		49,494
Haleon PLC		12,822,923		52,173
Reckitt Benckiser Group PLC		1,303,941		70,542
RELX PLC (Euronext NV)		509,029		23,295
RELX PLC (LSE)		1,953,913		89,526
				285,030
United States (74.5%)
Abbott Laboratories		825,304		85,757
Accenture PLC, Class A		458,612		139,148
Aon PLC, Class A		309,501		90,863
Arthur J Gallagher & Co.		288,896		74,914
Automatic Data Processing, Inc.		299,477		71,482
Becton Dickinson & Co.		399,168		93,290
Broadridge Financial Solutions, Inc.		199,935		39,387
CDW Corp.		221,096		49,490
CME Group, Inc.		142,533		28,022
Coca-Cola Co.		1,341,570		85,391
Constellation Brands, Inc., Class A		259,405		66,740
Danaher Corp.		85,249		21,300
Equifax, Inc.		242,347		58,759
FactSet Research Systems, Inc.		62,699		25,598
Hologic, Inc. (a)		378,068		28,072
Intercontinental Exchange, Inc.		893,638		122,330
Jack Henry & Associates, Inc.		81,512		13,533
Microsoft Corp.		541,505		242,026
Moody's Corp.		103,308		43,485
Otis Worldwide Corp.		511,369		49,224
Philip Morris International, Inc.		548,766		55,606
Procter & Gamble Co.		453,289		74,756
Roper Technologies, Inc.		133,001		74,967
Steris PLC		162,289		35,629
Thermo Fisher Scientific, Inc.		173,812		96,118
UnitedHealth Group, Inc.		204,642		104,216
Visa, Inc., Class A		612,522		160,769
Zoetis, Inc.		224,361		38,895
				2,069,767
Total Common Stocks (Cost $1,794,087)				2,723,109

	Shares		Value (000)
Short-Term Investment (1.5%)
Investment Company (1.5%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G) (Cost $41,678)		41,677,714	$	41,678
Total Investments (99.5%) (Cost $1,835,765) (b)(c)				2,764,787
Other Assets in Excess of Liabilities (0.5%)				13,079
Net Assets (100.0%)			$	2,777,866

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)  The approximate fair value and percentage of net assets, $653,342,000 and 23.5%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Financial Statements.

(c)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $973,099,000 and the aggregate gross unrealized depreciation is approximately $44,077,000, resulting in net unrealized appreciation of approximately $929,022,000.

Euronext NV  Euronext Amsterdam Stock Market.

LSE  London Stock Exchange.

Portfolio Composition

Classification	Percentage of Total Investments
Other*		22.6	%
Software		18.2
Professional Services		11.9
Health Care Equipment & Supplies		8.8
Beverages		8.0
Capital Markets		7.9
Financial Services		6.3
Insurance		6.0
Household Products		5.3
Information Technology 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.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Franchise Portfolio

Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $1,794,087)	$	2,723,109
Investment in Security of Affiliated Issuer, at Value (Cost $41,678)		41,678
Total Investments in Securities, at Value (Cost $1,835,765)		2,764,787
Foreign Currency, at Value (Cost $6,556)		6,553
Receivable for Investments Sold		38,239
Dividends Receivable		2,531
Receivable for Fund Shares Sold		2,452
Tax Reclaim Receivable		902
Receivable from Affiliate		160
Other Assets		195
Total Assets		2,815,819
Liabilities:
Payable for Investments Purchased		28,267
Payable for Advisory Fees		5,080
Payable for Fund Shares Redeemed		3,607
Payable for Sub Transfer Agency Fees — Class I		355
Payable for Sub Transfer Agency Fees — Class A		52
Payable for Sub Transfer Agency Fees — Class L		1
Payable for Sub Transfer Agency Fees — Class C		15
Payable for Administration Fees		184
Payable for Shareholder Service Fees — Class A		65
Payable for Distribution and Shareholder Services Fees — Class L		5
Payable for Distribution and Shareholder Services Fees — Class C		78
Payable for Professional Fees		47
Payable for Custodian Fees		24
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		1
Payable for Transfer Agency Fees — Class R6		1
Other Liabilities		165
Total Liabilities		37,953
Net Assets	$	2,777,866
Net Assets Consist of:
Paid-in-Capital	$	1,720,927
Total Distributable Earnings		1,056,939
Net Assets	$	2,777,866

The accompanying notes are an integral part of the financial statements.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Franchise Portfolio

Statement of Assets and Liabilities (cont'd)	June 30, 2024 (000)
CLASS I:
Net Assets	$	2,025,960
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		57,325,268
Net Asset Value, Offering and Redemption Price Per Share	$	35.34
CLASS A:
Net Assets	$	312,272
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		9,086,119
Net Asset Value, Redemption Price Per Share	$	34.37
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	1.90
Maximum Offering Price Per Share	$	36.27
CLASS L:
Net Assets	$	7,995
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		233,531
Net Asset Value, Offering and Redemption Price Per Share	$	34.23
CLASS C:
Net Assets	$	93,744
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		2,812,863
Net Asset Value, Offering and Redemption Price Per Share	$	33.33
CLASS R6:
Net Assets	$	337,895
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		9,553,229
Net Asset Value, Offering and Redemption Price Per Share	$	35.37

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Franchise Portfolio

Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $627 of Foreign Taxes Withheld)	$	22,744
Dividends from Security of Affiliated Issuer (Note G)		1,196
Total Investment Income		23,940
Expenses:
Advisory Fees (Note B)		10,441
Administration Fees (Note C)		1,151
Sub Transfer Agency Fees — Class I		962
Sub Transfer Agency Fees — Class A		136
Sub Transfer Agency Fees — Class L		2
Sub Transfer Agency Fees — Class C		36
Shareholder Service Fees — Class A (Note D)		406
Distribution and Shareholder Services Fees — Class L (Note D)		31
Distribution and Shareholder Services Fees — Class C (Note D)		501
Professional Fees		78
Registration Fees		52
Custodian Fees (Note F)		49
Shareholder Reporting Fees		46
Transfer Agency Fees — Class I (Note E)		14
Transfer Agency Fees — Class A (Note E)		3
Transfer Agency Fees — Class L (Note E)		1
Transfer Agency Fees — Class C (Note E)		2
Transfer Agency Fees — Class R6 (Note E)		2
Directors' Fees and Expenses		19
Pricing Fees		1
Other Expenses		68
Total Expenses		14,001
Rebate from Morgan Stanley Affiliate (Note G)		(44	)
Net Expenses		13,957
Net Investment Income		9,983
Realized Gain (Loss):
Investments Sold		140,840
Foreign Currency Translation		(21	)
Net Realized Gain		140,819
Change in Unrealized Appreciation (Depreciation):
Investments		(69,564	)
Foreign Currency Translation		(33	)
Net Change in Unrealized Appreciation (Depreciation)		(69,597	)
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		71,222
Net Increase in Net Assets Resulting from Operations	$	81,205

The accompanying notes are an integral part of the financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Global Franchise Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	9,983		$	24,360
Net Realized Gain		140,819			61,013
Net Change in Unrealized Appreciation (Depreciation)		(69,597	)		365,660
Net Increase in Net Assets Resulting from Operations		81,205			451,033
Dividends and Distributions to Shareholders:
Class I		—			(41,648	)
Class A		—			(5,853	)
Class L		—			(104	)
Class C		—			(1,178	)
Class R6		—			(6,476	)
Total Dividends and Distributions to Shareholders		—			(55,259	)
Capital Share Transactions, including direct exchanges pursuant to share class conversions for all periods presented, were as follows:(1)​
Class I:
Subscribed		191,159			351,348
Distributions Reinvested		—			40,461
Redeemed		(385,416	)		(556,850	)
Class A:
Subscribed		22,375			46,023
Distributions Reinvested		—			5,586
Redeemed		(57,485	)		(86,953	)
Class L:
Distributions Reinvested		—			104
Redeemed		(252	)		(471	)
Class C:
Subscribed		4,250			8,550
Distributions Reinvested		—			1,144
Redeemed		(16,595	)		(30,484	)
Class R6:
Subscribed		18,303			4,831
Distributions Reinvested		—			6,248
Redeemed		(10,961	)		(259,847	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(234,622	)		(470,310	)
Total Decrease in Net Assets		(153,417	)		(74,536	)
Net Assets:
Beginning of Period		2,931,283			3,005,819
End of Period	$	2,777,866		$	2,931,283

The accompanying notes are an integral part of the financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Global Franchise Portfolio

Statements of Changes in Net Assets (cont'd)	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
(1)   Capital Share Transactions:
Class I:
Shares Subscribed		5,365			10,888
Shares Issued on Distributions Reinvested		—			1,192
Shares Redeemed		(10,908	)		(17,209	)
Net Decrease in Class I Shares Outstanding		(5,543	)		(5,129	)
Class A:
Shares Subscribed		653			1,457
Shares Issued on Distributions Reinvested		—			169
Shares Redeemed		(1,668	)		(2,745	)
Net Decrease in Class A Shares Outstanding		(1,015	)		(1,119	)
Class L:
Shares Issued on Distributions Reinvested		—			3
Shares Redeemed		(7	)		(15	)
Net Decrease in Class L Shares Outstanding		(7	)		(12	)
Class C:
Shares Subscribed		127			277
Shares Issued on Distributions Reinvested		—			36
Shares Redeemed		(498	)		(993	)
Net Decrease in Class C Shares Outstanding		(371	)		(680	)
Class R6:
Shares Subscribed		511			150
Shares Issued on Distributions Reinvested		—			184
Shares Redeemed		(306	)		(8,005	)
Net Increase (Decrease) in Class R6 Shares Outstanding		205			(7,671	)

The accompanying notes are an integral part of the financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Franchise Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	34.36		$	30.10		$	36.99		$	31.20		$	28.53		$	23.03
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.13			0.29			0.25			0.27			0.30			0.30
Net Realized and Unrealized Gain (Loss)		0.85			4.64			(6.63	)		6.54			3.45			6.51
Total from Investment Operations		0.98			4.93			(6.38	)		6.81			3.75			6.81
Distributions from and/or in Excess of:
Net Investment Income		—			(0.30	)		(0.25	)		(0.27	)		(0.28	)		(0.27	)
Net Realized Gain		—			(0.37	)		(0.26	)		(0.74	)		(0.80	)		(1.04	)
Paid-in-Capital		—			—			—			(0.01	)		—			—
Total Distributions		—			(0.67	)		(0.51	)		(1.02	)		(1.08	)		(1.31	)
Net Asset Value, End of Period	$	35.34		$	34.36		$	30.10		$	36.99		$	31.20		$	28.53
Total Return(2)​		2.85	%(3)​		16.42	%(4)​		(17.24	)%		21.92	%		13.22	%		29.60	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	2,025,960		$	2,160,291		$	2,046,621		$	2,790,499		$	2,300,448		$	1,593,092
Ratio of Expenses Before Expense Limitation		0.92	%(5)​		0.92	%		0.92	%		0.91	%		N/A			N/A
Ratio of Expenses After Expense Limitation		0.92	%(5)(6)​		0.92	%(6)​		0.92	%(6)​		0.91	%(6)​		0.92	%(6)​		0.93	%(6)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			0.92	%(6)​		0.93	%(6)​
Ratio of Net Investment Income		0.75	%(5)(6)​		0.88	%(6)​		0.79	%(6)​		0.79	%(6)​		1.04	%(6)​		1.09	%(6)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(5)(7)​		0.00	%(7)​		0.00	%(7)​		0.00	%(7)​		0.00	%(7)​		0.00	%(7)​
Portfolio Turnover Rate		14	%(3)​		15	%		15	%		17	%		19	%		16	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value as of the last business day of the period.

(3)  Not annualized.

(4)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class I shares.

(5)  Annualized.

(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%.

The accompanying notes are an integral part of the financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Franchise Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	33.46		$	29.32		$	36.05		$	30.44		$	27.86		$	22.53
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.09			0.20			0.17			0.18			0.22			0.23
Net Realized and Unrealized Gain (Loss)		0.82			4.53			(6.46	)		6.37			3.37			6.35
Total from Investment Operations		0.91			4.73			(6.29	)		6.55			3.59			6.58
Distributions from and/or in Excess of:
Net Investment Income		—			(0.22	)		(0.18	)		(0.19	)		(0.21	)		(0.21	)
Net Realized Gain		—			(0.37	)		(0.26	)		(0.74	)		(0.80	)		(1.04	)
Paid-in-Capital		—			—			—			(0.01	)		—			—
Total Distributions		—			(0.59	)		(0.44	)		(0.94	)		(1.01	)		(1.25	)
Net Asset Value, End of Period	$	34.37		$	33.46		$	29.32		$	36.05		$	30.44		$	27.86
Total Return(2)​		2.72	%(3)​		16.16	%(4)​		(17.45	)%		21.61	%		12.95	%		29.24	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	312,272		$	337,938		$	328,979		$	395,450		$	317,673		$	292,491
Ratio of Expenses Before Expense Limitation		1.16	%(5)​		1.17	%		1.16	%		1.16	%		N/A			N/A
Ratio of Expenses After Expense Limitation		1.16	%(5)(6)​		1.16	%(6)(7)​		1.16	%(6)​		1.16	%(6)​		1.16	%(6)​		1.19	%(6)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			1.16	%(6)​		1.19	%(6)​
Ratio of Net Investment Income		0.50	%(5)(6)​		0.64	%(6)(7)​		0.57	%(6)​		0.54	%(6)​		0.77	%(6)​		0.83	%(6)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(5)(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​
Portfolio Turnover Rate		14	%(3)​		15	%		15	%		17	%		19	%		16	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.

(3)  Not annualized.

(4)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class A shares.

(5)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.17	%		0.63	%

(8)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Franchise Portfolio

	Class L
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	33.41		$	29.29		$	36.01		$	30.41		$	27.84		$	22.51
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.00	(2)​		0.04			0.02			0.01			0.07			0.09
Net Realized and Unrealized Gain (Loss)		0.82			4.51			(6.45	)		6.36			3.36			6.35
Total from Investment Operations		0.82			4.55			(6.43	)		6.37			3.43			6.44
Distributions from and/or in Excess of:
Net Investment Income		—			(0.06	)		(0.03	)		(0.02	)		(0.06	)		(0.07	)
Net Realized Gain		—			(0.37	)		(0.26	)		(0.74	)		(0.80	)		(1.04	)
Paid-in-Capital		—			—			—			(0.01	)		—			—
Total Distributions		—			(0.43	)		(0.29	)		(0.77	)		(0.86	)		(1.11	)
Net Asset Value, End of Period	$	34.23		$	33.41		$	29.29		$	36.01		$	30.41		$	27.84
Total Return(3)​		2.48	%(4)​		15.57	%(5)​		(17.86	)%		21.02	%		12.38	%		28.62	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	7,995		$	8,048		$	7,397		$	9,473		$	8,390		$	8,388
Ratio of Expenses Before Expense Limitation		1.66	%(6)​		1.67	%		1.66	%		1.66	%		N/A			N/A
Ratio of Expenses After Expense Limitation		1.66	%(6)(7)​		1.66	%(7)(8)​		1.66	%(7)​		1.66	%(7)​		1.66	%(7)​		1.69	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			1.66	%(7)​		1.69	%(7)​
Ratio of Net Investment Income		0.00	%(6)(7)(9)​		0.13	%(7)(8)​		0.06	%(7)​		0.05	%(7)​		0.26	%(7)​		0.31	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​
Portfolio Turnover Rate		14	%(4)​		15	%		15	%		17	%		19	%		16	%

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class L shares.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class L shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.67	%		0.12	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Franchise Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	32.56		$	28.57		$	35.18		$	29.77		$	27.30		$	22.13
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(1)​		(0.04	)		(0.03	)		(0.06	)		(0.06	)		0.01			0.02
Net Realized and Unrealized Gain (Loss)		0.81			4.39			(6.29	)		6.21			3.27			6.23
Total from Investment Operations		0.77			4.36			(6.35	)		6.15			3.28			6.25
Distributions from and/or in Excess of:
Net Investment Income		—			—			—			—			(0.01	)		(0.04	)
Net Realized Gain		—			(0.37	)		(0.26	)		(0.74	)		(0.80	)		(1.04	)
Paid-in-Capital		—			—			—			(0.00	)(2)​		—			—
Total Distributions		—			(0.37	)		(0.26	)		(0.74	)		(0.81	)		(1.08	)
Net Asset Value, End of Period	$	33.33		$	32.56		$	28.57		$	35.18		$	29.77		$	27.30
Total Return(3)​		2.36	%(4)​		15.29	%(5)​		(18.06	)%		20.74	%		12.09	%		28.27	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	93,744		$	103,671		$	110,399		$	157,721		$	125,919		$	99,141
Ratio of Expenses Before Expense Limitation		1.90	%(6)​		1.91	%		1.90	%		1.90	%		N/A			N/A
Ratio of Expenses After Expense Limitation		1.90	%(6)(7)​		1.90	%(7)(8)​		1.90	%(7)​		1.90	%(7)​		1.91	%(7)​		1.95	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			1.91	%(7)​		1.95	%(7)​
Ratio of Net Investment Income (Loss)		(0.24	)%(6)(7)​		(0.10	)%(7)(8)​		(0.19	)%(7)​		(0.20	)%(7)​		0.03	%(7)​		0.07	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​
Portfolio Turnover Rate		14	%(4)​		15	%		15	%		17	%		19	%		16	%

(1)  Per share amount is based on average shares outstanding.

(2)  Amount is less than $0.005.

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class C shares.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.91	%		(0.11	)%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Franchise Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	34.37		$	30.11		$	37.01		$	31.21		$	28.53		$	23.03
Income (Loss) from Investment Operations:
Net Investment Income(2)​		0.15			0.31			0.29			0.31			0.33			0.32
Net Realized and Unrealized Gain (Loss)		0.85			4.65			(6.64	)		6.54			3.45			6.51
Total from Investment Operations		1.00			4.96			(6.35	)		6.85			3.78			6.83
Distributions from and/or in Excess of:
Net Investment Income		—			(0.33	)		(0.29	)		(0.30	)		(0.30	)		(0.29	)
Net Realized Gain		—			(0.37	)		(0.26	)		(0.74	)		(0.80	)		(1.04	)
Paid-in-Capital		—			—			—			(0.01	)		—			—
Total Distributions		—			(0.70	)		(0.55	)		(1.05	)		(1.10	)		(1.33	)
Net Asset Value, End of Period	$	35.37		$	34.37		$	30.11		$	37.01		$	31.21		$	28.53
Total Return(3)​		2.91	%(4)​		16.52	%(5)​		(17.17	)%		22.05	%		13.33	%		29.67	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	337,895		$	321,335		$	512,423		$	605,486		$	370,127		$	137,283
Ratio of Expenses Before Expense Limitation		0.83	%(6)​		0.83	%		0.83	%		0.82	%		N/A			N/A
Ratio of Expenses After Expense Limitation		0.83	%(6)(7)​		0.82	%(7)(8)​		0.83	%(7)​		0.82	%(7)​		0.83	%(7)​		0.86	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			0.83	%(7)​		0.86	%(7)​
Ratio of Net Investment Income		0.84	%(6)(7)​		0.97	%(7)(8)​		0.90	%(7)​		0.90	%(7)​		1.14	%(7)​		1.21	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​
Portfolio Turnover Rate		14	%(4)​		15	%		15	%		17	%		19	%		16	%

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(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)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class R6 shares.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.83	%		0.96	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying financial statements relates to the Global Franchise Portfolio. The Fund seeks long-term capital appreciation.

The Fund has issued five classes of shares — Class I, Class A, Class L, Class C and Class R6. Class C shares will automatically convert to Class A shares eight years after the end of the calendar month in which the shares were purchased. 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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that

13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (5) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2024:

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	$	152,131	$	70,640	$	—	$	222,771
Capital Markets		219,435		—		—		219,435
Electronic Equipment, Instruments & Components		49,490		—		—		49,490
Entertainment		—		23,886		—		23,886
Financial Services		174,302		—		—		174,302
Health Care Equipment & Supplies		242,748		—		—		242,748
Health Care Providers & Services		104,216		—		—		104,216
Household Products		74,756		70,542		—		145,298

14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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	$	139,148	$	—	$	—	$	139,148
Insurance		165,777		—		—		165,777
Life Sciences Tools & Services		117,418		—		—		117,418
Machinery		49,224		—		—		49,224
Personal Care Products		—		102,505		—		102,505
Pharmaceuticals		38,895		—		—		38,895
Professional Services		169,628		162,315		—		331,943
Software		316,993		185,954		—		502,947
Textiles, Apparel & Luxury Goods		—		37,500		—		37,500
Tobacco		55,606		—		—		55,606
Total Common Stocks		2,069,767		653,342		—		2,723,109
Short-Term Investment
Investment Company		41,678		—		—		41,678
Total Assets	$	2,111,445	$	653,342	$	—	$	2,764,787

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 U.S. 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 indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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. 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) net of applicable withholding taxes. 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, co-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, 2024, the advisory fee rate (net of waiver/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 R6 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, 2024.

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.

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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 distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to approximately $2,000.

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $401,342,000 and $617,065,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by approximately $44,000 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	64,813	$	266,097	$	289,232	$	1,196

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	41,678

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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 op-

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

tions 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, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:				2022 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	23,775	$	31,484	$	24,079	$	25,409

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, 2023.

At December 31, 2023, 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)
$	242	$	5,567

I. Credit Facility: The Company and other Morgan Stanley funds participated in a $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 59.6%.

K. Market Risk: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

19

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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 three- and five-year periods but below its peer group average for the one-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. 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 and total expense ratio were higher than its peer group averages. After discussion, the Board concluded that the Fund's (i) performance was competitive with its peer group average; and (ii) management fee and total expense ratio were 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

20

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Investment Advisory Agreement Approval (cont'd)

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.

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.

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

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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MSFBX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

Global Infrastructure Portfolio

Semi-Annual Financial Statements and Additional Information
June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Portfolio of Investments	2
Statement of Assets and Liabilities	4
Statement of Operations	6
Statements of Changes in Net Assets	7
Financial Highlights	9
Notes to Financial Statements	15
Investment Advisory Agreement Approval	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) 869-6397. 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.

June 30, 2024 (unaudited)

Portfolio of Investments

Global Infrastructure Portfolio

	Shares		Value (000)
Common Stocks (98.7%)
Australia (0.6%)
Transurban Group (Units) (a)		183,923	$	1,517
Brazil (0.2%)
Rumo SA		134,083		497
Canada (20.5%)
Canadian National Railway Co.		98		12
Enbridge, Inc.		320,275		11,394
Fortis, Inc.		70,273		2,731
GFL Environmental, Inc.		371,586		14,466
Keyera Corp.		132,211		3,662
Pembina Pipeline Corp.		252,843		9,381
TC Energy Corp. (b)		192,712		7,305
				48,951
China (0.8%)
China Resources Gas Group Ltd. (c)		248,000		868
ENN Energy Holdings Ltd. (c)		132,900		1,095
				1,963
France (2.8%)
Getlink SE		88,352		1,463
Vinci SA		48,644		5,127
				6,590
Hong Kong (0.6%)
Power Assets Holdings Ltd.		272,500		1,473
Italy (2.4%)
Infrastrutture Wireless Italiane SpA		133,802		1,394
Snam SpA (b)		445,637		1,968
Terna — Rete Elettrica Nazionale		302,162		2,329
				5,691
Japan (1.1%)
Central Japan Railway Co.		57,300		1,242
Tokyo Gas Co. Ltd.		58,400		1,257
				2,499
Mexico (3.4%)
Grupo Aeroportuario del Pacifico SAB de CV, Class B		516,362		8,115
Spain (7.7%)
Aena SME SA		22,858		4,629
Cellnex Telecom SA (d)		162,714		5,292
Ferrovial SE		115,495		4,487
Iberdrola SA		169,738		2,202
Redeia Corp. SA (b)		99,679		1,743
				18,353
Switzerland (0.7%)
Flughafen Zurich AG (Registered)		8,003		1,772
United Kingdom (9.1%)
National Grid PLC		1,602,422		17,893
Pennon Group PLC		53,559		389
Severn Trent PLC		76,320		2,297
United Utilities Group PLC		97,737		1,214
				21,793

	Shares		Value (000)
United States (48.8%)
American Electric Power Co., Inc.		23,313	$	2,045
American Tower Corp. REIT		91,607		17,807
American Water Works Co., Inc.		18,160		2,345
Atmos Energy Corp.		41,609		4,854
CenterPoint Energy, Inc.		203,305		6,298
Cheniere Energy, Inc.		41,312		7,223
CMS Energy Corp.		96,524		5,746
Crown Castle, Inc. REIT		37,184		3,633
Edison International		69,977		5,025
Equinix, Inc. REIT		1,886		1,427
Essential Utilities, Inc.		31,244		1,166
Eversource Energy		31,328		1,777
Exelon Corp.		144,721		5,009
Kinder Morgan, Inc.		84,020		1,669
NiSource, Inc.		188,151		5,421
ONEOK, Inc.		123,829		10,098
PG&E Corp.		317,000		5,535
PPL Corp.		56,666		1,567
SBA Communications Corp. REIT		5,848		1,148
Sempra		116,297		8,846
Southern Co.		25,988		2,016
Targa Resources Corp.		62,859		8,095
Williams Cos., Inc.		97,573		4,147
Xcel Energy, Inc.		63,871		3,411
				116,308
Total Common Stocks (Cost $203,670)				235,522
Short-Term Investments (4.2%)
Investment Company (0.5%)
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class, 5.14% (See Note G) (Cost $1,079)		1,078,915		1,079
Securities held as Collateral on Loaned Securities (3.7%)
Investment Company (2.9%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G) (Cost $6,933)		6,932,651		6,933
	Face Amount (000)
Repurchase Agreements (0.8%)
Merrill Lynch & Co., Inc., (5.32%, dated 6/28/24, due 7/1/24; proceeds $1,321; fully collateralized by a U.S. Government obligation; 0.63% due 11/30/27; valued at $1,347)	$	1,321		1,320

The accompanying notes are an integral part of the financial statements.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Portfolio of Investments (cont'd)

Global Infrastructure Portfolio

	Face Amount (000)		Value (000)
Merrill Lynch & Co., Inc., (5.25%, dated 6/28/24, due 7/1/24; proceeds $608; fully collateralized by a U.S. Government obligation; 0.63% due 11/30/27; valued at $620)	$	608	$	608
				1,928
Total Securities held as Collateral on Loaned Securities (Cost $8,861)				8,861
Total Short-Term Investments (Cost $9,940)				9,940
Total Investments (102.9%) (Cost $213,610) including $10,284 of Securities Loaned (e)(f)				245,462
Liabilities in Excess of Other Assets (–2.9%)				(6,970	)
Net Assets (100.0%)			$	238,492

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)  All or a portion of this security was on loan at June 30, 2024.

(c)  Security trades on the Hong Kong exchange.

(d)  Non-income producing security.

(e)  The approximate fair value and percentage of net assets, $61,651,000 and 25.9%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Financial Statements.

(f)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $36,784,000 and the aggregate gross unrealized depreciation is approximately $4,932,000, resulting in net unrealized appreciation of approximately $31,852,000.

REIT  Real Estate Investment Trust.

Portfolio Composition*

Classification	Percentage of Total Investments
Oil & Gas Storage & Transportation		36.9	%
Electricity Transmission & Distribution		17.8
Communications		13.0
Others		12.1
Diversified		8.5
Airports		6.1
Other**		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, 2024.

**  Industries and/or investment types representing less than 5% of total investments.

The accompanying notes are an integral part of the financial statements.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Infrastructure Portfolio

Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value(1)​ (Cost $205,598)	$	237,450
Investment in Security of Affiliated Issuer, at Value (Cost $8,012)		8,012
Total Investments in Securities, at Value (Cost $213,610)		245,462
Foreign Currency, at Value (Cost $283)		283
Cash		4
Dividends Receivable		1,370
Receivable for Investments Sold		685
Receivable for Fund Shares Sold		80
Tax Reclaim Receivable		20
Receivable from Securities Lending Income		13
Receivable from Affiliate		4
Other Assets		95
Total Assets		248,016
Liabilities:
Collateral on Securities Loaned, at Value		8,861
Payable for Advisory Fees		383
Payable for Fund Shares Redeemed		68
Payable for Sub Transfer Agency Fees — Class I		21
Payable for Sub Transfer Agency Fees — Class A		24
Payable for Sub Transfer Agency Fees — Class L		—	@
Payable for Sub Transfer Agency Fees — Class C		—	@
Payable for Professional Fees		38
Payable for Directors' Fees and Expenses		36
Payable for Shareholder Services Fees — Class A		29
Payable for Distribution and Shareholder Services Fees — Class L		1
Payable for Distribution and Shareholder Services Fees — Class C		1
Payable for Administration Fees		16
Payable for Custodian Fees		14
Payable for Transfer Agency Fees — Class I		—	@
Payable for Transfer Agency Fees — Class A		7
Payable for Transfer Agency Fees — Class L		—	@
Payable for Transfer Agency Fees — Class C		—	@
Payable for Transfer Agency Fees — Class R6		—	@
Payable for Transfer Agency Fees — Class IR		—	@
Other Liabilities		25
Total Liabilities		9,524
Net Assets	$	238,492
Net Assets Consist of:
Paid-in-Capital	$	232,141
Total Distributable Earnings		6,351
Net Assets	$	238,492

The accompanying notes are an integral part of the financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Infrastructure Portfolio

Statement of Assets and Liabilities (cont'd)	June 30, 2024 (000)
CLASS I:
Net Assets	$	92,679
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		7,846,969
Net Asset Value, Offering and Redemption Price Per Share	$	11.81
CLASS A:
Net Assets	$	142,084
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		12,076,752
Net Asset Value, Redemption Price Per Share	$	11.77
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	0.65
Maximum Offering Price Per Share	$	12.42
CLASS L:
Net Assets	$	2,342
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		200,190
Net Asset Value, Offering and Redemption Price Per Share	$	11.70
CLASS C:
Net Assets	$	1,363
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		118,380
Net Asset Value, Offering and Redemption Price Per Share	$	11.51
CLASS R6:
Net Assets	$	12
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		1,048
Net Asset Value, Offering and Redemption Price Per Share	$	11.74
CLASS IR:
Net Assets	$	12
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	$	11.80
(1​)​ Including: Securities on Loan, at Value:	$	10,284

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Infrastructure Portfolio

Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $293 of Foreign Taxes Withheld)	$	5,036
Dividends from Security of Affiliated Issuer (Note G)		85
Income from Securities Loaned — Net		53
Total Investment Income		5,174
Expenses:
Advisory Fees (Note B)		1,046
Shareholder Services Fees — Class A (Note D)		184
Distribution and Shareholder Services Fees — Class L (Note D)		9
Distribution and Shareholder Services Fees — Class C (Note D)		7
Sub Transfer Agency Fees — Class I		53
Sub Transfer Agency Fees — Class A		53
Sub Transfer Agency Fees — Class L		1
Sub Transfer Agency Fees — Class C		1
Administration Fees (Note C)		98
Professional Fees		69
Registration Fees		34
Custodian Fees (Note F)		28
Transfer Agency Fees — Class I (Note E)		2
Transfer Agency Fees — Class A (Note E)		19
Transfer Agency Fees — Class L (Note E)		2
Transfer Agency Fees — Class C (Note E)		1
Transfer Agency Fees — Class R6 (Note E)		1
Transfer Agency Fees — Class IR (Note E)		1
Shareholder Reporting Fees		17
Directors' Fees and Expenses		3
Pricing Fees		2
Interest Expenses		1
Other Expenses		11
Total Expenses		1,643
Waiver of Advisory Fees (Note B)		(152	)
Reimbursement of Class Specific Expenses — Class I (Note B)		(41	)
Reimbursement of Class Specific Expenses — Class A (Note B)		(58	)
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 R6 (Note B)		(1	)
Reimbursement of Class Specific Expenses — Class IR (Note B)		(1	)
Rebate from Morgan Stanley Affiliate (Note G)		(3	)
Net Expenses		1,385
Net Investment Income		3,789
Realized Loss:
Investments Sold		(4,406	)
Foreign Currency Translation		(25	)
Net Realized Loss		(4,431	)
Change in Unrealized Appreciation (Depreciation):
Investments		(967	)
Foreign Currency Translation		(12	)
Net Change in Unrealized Appreciation (Depreciation)		(979	)
Net Realized Loss and Change in Unrealized Appreciation (Depreciation)		(5,410	)
Net Decrease in Net Assets Resulting from Operations	$	(1,621	)

The accompanying notes are an integral part of the financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Global Infrastructure Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	3,789		$	6,443
Net Realized Loss		(4,431	)		(11,501	)
Net Change in Unrealized Appreciation (Depreciation)		(979	)		17,846
Net Increase (Decrease) in Net Assets Resulting from Operations		(1,621	)		12,788
Dividends and Distributions to Shareholders:
Class I		—			(3,232	)
Class A		—			(4,568	)
Class L		—			(60	)
Class C		—			(22	)
Class R6		—			(—	@)
Class IR		—			(—	@)
Total Dividends and Distributions to Shareholders		—			(7,882	)
Capital Share Transactions, including direct exchanges pursuant to share class conversions for all periods presented, were as follows:(1)​
Class I:
Subscribed		10,684			72,427
Distributions Reinvested		—			3,179
Redeemed		(18,799	)		(55,927	)
Class A:
Subscribed		405			1,441
Distributions Reinvested		—			4,459
Redeemed		(14,874	)		(25,103	)
Class L:
Distributions Reinvested		—			58
Redeemed		(207	)		(212	)
Class C:
Subscribed		179			96
Distributions Reinvested		—			22
Redeemed		(285	)		(2,005	)
Class R6:
Distributions Reinvested		—			—	@
Class IR:
Distributions Reinvested		—			—	@
Net Decrease in Net Assets Resulting from Capital Share Transactions		(22,897	)		(1,565	)
Total Increase (Decrease) in Net Assets		(24,518	)		3,341
Net Assets:
Beginning of Period		263,010			259,669
End of Period	$	238,492		$	263,010

The accompanying notes are an integral part of the financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Global Infrastructure Portfolio

Statements of Changes in Net Assets (cont'd)	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
(1)   Capital Share Transactions:
Class I:
Shares Subscribed		922			6,351
Shares Issued on Distributions Reinvested		—			272
Shares Redeemed		(1,626	)		(4,720	)
Net Increase (Decrease) in Class I Shares Outstanding		(704	)		1,903
Class A:
Shares Subscribed		35			119
Shares Issued on Distributions Reinvested		—			383
Shares Redeemed		(1,280	)		(2,132	)
Net Decrease in Class A Shares Outstanding		(1,245	)		(1,630	)
Class L:
Shares Issued on Distributions Reinvested		—			5
Shares Redeemed		(18	)		(18	)
Net Decrease in Class L Shares Outstanding		(18	)		(13	)
Class C:
Shares Subscribed		15			8
Shares Issued on Distributions Reinvested		—			2
Shares Redeemed		(25	)		(171	)
Net Decrease in Class C Shares Outstanding		(10	)		(161	)
Class R6:
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.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Infrastructure Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	11.86		$	11.76		$	15.26		$	14.47		$	15.37		$	12.39
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.19			0.32			0.28			0.30			0.13			0.35
Net Realized and Unrealized Gain (Loss)		(0.24	)		0.16			(1.57	)		1.72			(0.36	)		3.11
Total from Investment Operations		(0.05	)		0.48			(1.29	)		2.02			(0.23	)		3.46
Distributions from and/or in Excess of:
Net Investment Income		—			(0.38	)		(0.36	)		(0.35	)		(0.40	)		(0.36	)
Net Realized Gain		—			—			(1.85	)		(0.88	)		(0.27	)		(0.12	)
Total Distributions		—			(0.38	)		(2.21	)		(1.23	)		(0.67	)		(0.48	)
Net Asset Value, End of Period	$	11.81		$	11.86		$	11.76		$	15.26		$	14.47		$	15.37
Total Return(2)​		(0.42	)%(3)​		4.13	%(4)​		(8.40	)%		14.14	%		(1.45	)%		27.94	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	92,679		$	101,389		$	78,217		$	91,045		$	68,255		$	89,371
Ratio of Expenses Before Expense Limitation		1.18	%(5)​		1.20	%		1.20	%		1.18	%		1.18	%		1.16	%
Ratio of Expenses After Expense Limitation		0.97	%(5)(6)​		0.88	%(6)(7)​		0.97	%(6)​		0.97	%(6)​		0.97	%(6)​		0.97	%(6)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		0.97	%(5)(6)​		0.88	%(6)(7)​		N/A			N/A			0.97	%(6)​		0.97	%(6)​
Ratio of Net Investment Income		3.23	%(5)(6)​		2.71	%(6)(7)​		1.96	%(6)​		1.95	%(6)​		0.94	%(6)​		2.40	%(6)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(5)(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​
Portfolio Turnover Rate		24	%(3)​		42	%		57	%		61	%		62	%		30	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value as of the last business day of the period.

(3)  Not annualized.

(4)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class I shares.

(5)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.97	%		2.62	%

(8)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Infrastructure Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	11.82		$	11.73		$	15.22		$	14.44		$	15.33		$	12.36
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.17			0.29			0.24			0.27			0.11			0.31
Net Realized and Unrealized Gain (Loss)		(0.22	)		0.15			(1.56	)		1.70			(0.37	)		3.10
Total from Investment Operations		(0.05	)		0.44			(1.32	)		1.97			(0.26	)		3.41
Distributions from and/or in Excess of:
Net Investment Income		—			(0.35	)		(0.32	)		(0.31	)		(0.36	)		(0.32	)
Net Realized Gain		—			—			(1.85	)		(0.88	)		(0.27	)		(0.12	)
Total Distributions		—			(0.35	)		(2.17	)		(1.19	)		(0.63	)		(0.44	)
Net Asset Value, End of Period	$	11.77		$	11.82		$	11.73		$	15.22		$	14.44		$	15.33
Total Return(2)​		(0.51	)%(3)​		3.78	%(4)​		(8.60	)%		13.89	%		(1.69	)%		27.62	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	142,084		$	157,533		$	175,406		$	224,318		$	213,128		$	240,350
Ratio of Expenses Before Expense Limitation		1.41	%(5)​		1.42	%		1.41	%		1.39	%		1.38	%		1.37	%
Ratio of Expenses After Expense Limitation		1.21	%(5)(6)​		1.14	%(6)(7)​		1.21	%(6)​		1.21	%(6)​		1.21	%(6)​		1.21	%(6)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		1.21	%(5)(6)​		1.14	%(6)(7)​		N/A			N/A			1.21	%(6)​		1.21	%(6)​
Ratio of Net Investment Income		2.99	%(5)(6)​		2.45	%(6)(7)​		1.70	%(6)​		1.74	%(6)​		0.74	%(6)​		2.16	%(6)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(5)(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​
Portfolio Turnover Rate		24	%(3)​		42	%		57	%		61	%		62	%		30	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.

(3)  Not annualized.

(4)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class A shares.

(5)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.21	%		2.38	%

(8)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Infrastructure Portfolio

	Class L
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	11.79		$	11.70		$	15.18		$	14.40		$	15.29		$	12.33
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.14			0.22			0.16			0.18			0.02			0.23
Net Realized and Unrealized Gain (Loss)		(0.23	)		0.15			(1.55	)		1.69			(0.36	)		3.08
Total from Investment Operations		(0.09	)		0.37			(1.39	)		1.87			(0.34	)		3.31
Distributions from and/or in Excess of:
Net Investment Income		—			(0.28	)		(0.24	)		(0.21	)		(0.28	)		(0.23	)
Net Realized Gain		—			—			(1.85	)		(0.88	)		(0.27	)		(0.12	)
Total Distributions		—			(0.28	)		(2.09	)		(1.09	)		(0.55	)		(0.35	)
Net Asset Value, End of Period	$	11.70		$	11.79		$	11.70		$	15.18		$	14.40		$	15.29
Total Return(2)​		(0.76	)%(3)​		3.19	%(4)​		(9.09	)%		13.28	%		(2.27	)%		26.87	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	2,342		$	2,571		$	2,708		$	3,275		$	3,163		$	3,718
Ratio of Expenses Before Expense Limitation		2.00	%(5)​		2.01	%		1.95	%		1.98	%		1.94	%		1.93	%
Ratio of Expenses After Expense Limitation		1.78	%(5)(6)​		1.70	%(6)(7)​		1.78	%(6)​		1.78	%(6)​		1.78	%(6)​		1.78	%(6)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		1.78	%(5)(6)​		1.70	%(6)(7)​		N/A			N/A			1.78	%(6)​		1.78	%(6)​
Ratio of Net Investment Income		2.42	%(5)(6)​		1.88	%(6)(7)​		1.15	%(6)​		1.17	%(6)​		0.17	%(6)​		1.58	%(6)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(5)(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​
Portfolio Turnover Rate		24	%(3)​		42	%		57	%		61	%		62	%		30	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value as of the last business day of the period.

(3)  Not annualized.

(4)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class L shares.

(5)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class L shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.78	%		1.80	%

(8)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Infrastructure Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	11.62		$	11.46		$	14.90		$	14.18		$	15.08		$	12.17
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(1)​		0.12			0.18			0.12			0.14			(0.02	)		0.18
Net Realized and Unrealized Gain (Loss)		(0.23	)		0.15			(1.54	)		1.66			(0.36	)		3.05
Total from Investment Operations		(0.11	)		0.33			(1.42	)		1.80			(0.38	)		3.23
Distributions from and/or in Excess of:
Net Investment Income		—			(0.17	)		(0.17	)		(0.20	)		(0.25	)		(0.20	)
Net Realized Gain		—			—			(1.85	)		(0.88	)		(0.27	)		(0.12	)
Total Distributions		—			(0.17	)		(2.02	)		(1.08	)		(0.52	)		(0.32	)
Net Asset Value, End of Period	$	11.51		$	11.62		$	11.46		$	14.90		$	14.18		$	15.08
Total Return(2)​		(0.95	)%(3)​		2.95	%(4)​		(9.42	)%		12.93	%		(2.53	)%		26.55	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	1,363		$	1,493		$	3,314		$	4,218		$	2,787		$	2,901
Ratio of Expenses Before Expense Limitation		2.32	%(5)​		2.27	%		2.22	%		2.19	%		2.22	%		2.20	%
Ratio of Expenses After Expense Limitation		2.07	%(5)(6)​		2.02	%(6)(7)​		2.07	%(6)​		2.07	%(6)​		2.07	%(6)​		2.07	%(6)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		2.07	%(5)(6)​		2.02	%(6)(7)​		N/A			N/A			2.07	%(6)​		2.07	%(6)​
Ratio of Net Investment Income (Loss)		2.13	%(5)(6)​		1.56	%(6)(7)​		0.89	%(6)​		0.92	%(6)​		(0.12	)%(6)​		1.30	%(6)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(5)(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​
Portfolio Turnover Rate		24	%(3)​		42	%		57	%		61	%		62	%		30	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.

(3)  Not annualized.

(4)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class C shares.

(5)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		2.07	%		1.51	%

(8)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Infrastructure Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	11.78		$	11.69		$	15.18		$	14.40		$	15.29		$	12.38
Income (Loss) from Investment Operations:
Net Investment Income(2)​		0.19			0.32			0.32			0.34			0.15			0.38
Net Realized and Unrealized Gain (Loss)		(0.23	)		0.15			(1.60	)		1.67			(0.37	)		3.01
Total from Investment Operations		(0.04	)		0.47			(1.28	)		2.01			(0.22	)		3.39
Distributions from and/or in Excess of:
Net Investment Income		—			(0.38	)		(0.36	)		(0.35	)		(0.40	)		(0.36	)
Net Realized Gain		—			—			(1.85	)		(0.88	)		(0.27	)		(0.12	)
Total Distributions		—			(0.38	)		(2.21	)		(1.23	)		(0.67	)		(0.48	)
Net Asset Value, End of Period	$	11.74		$	11.78		$	11.69		$	15.18		$	14.40		$	15.29
Total Return(3)​		(0.34	)%(4)​		4.09	%(5)​		(8.35	)%		14.17	%		(1.37	)%		27.31	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	12		$	12		$	12		$	13		$	11		$	11
Ratio of Expenses Before Expense Limitation		21.83	%(6)​		21.87	%		17.69	%		20.38	%		20.65	%		1.05	%
Ratio of Expenses After Expense Limitation		0.94	%(6)(7)​		0.86	%(7)(8)​		0.94	%(7)​		0.94	%(7)​		0.94	%(7)​		0.94	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		0.94	%(6)(7)​		0.86	%(7)(8)​		N/A			N/A			0.94	%(7)​		0.94	%(7)​
Ratio of Net Investment Income		3.23	%(6)(7)​		2.71	%(7)(8)​		2.28	%(7)​		2.21	%(7)​		1.03	%(7)​		2.71	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​
Portfolio Turnover Rate		24	%(4)​		42	%		57	%		61	%		62	%		30	%

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(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)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class R6 shares.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.94	%		2.63	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Infrastructure Portfolio

	Class IR
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	11.85		$	11.75		$	15.25		$	14.47		$	15.36		$	12.38
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.19			0.32			0.32			0.34			0.15			0.35
Net Realized and Unrealized Gain (Loss)		(0.24	)		0.16			(1.61	)		1.67			(0.37	)		3.11
Total from Investment Operations		(0.05	)		0.48			(1.29	)		2.01			(0.22	)		3.46
Distributions from and/or in Excess of:
Net Investment Income		—			(0.38	)		(0.36	)		(0.35	)		(0.40	)		(0.36	)
Net Realized Gain		—			—			(1.85	)		(0.88	)		(0.27	)		(0.12	)
Total Distributions		—			(0.38	)		(2.21	)		(1.23	)		(0.67	)		(0.48	)
Net Asset Value, End of Period	$	11.80		$	11.85		$	11.75		$	15.25		$	14.47		$	15.36
Total Return(2)​		(0.42	)%(3)​		4.15	%(4)​		(8.38	)%		14.18	%		(1.43	)%		27.99	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	12		$	12		$	12		$	13		$	11		$	11
Ratio of Expenses Before Expense Limitation		17.24	%(5)​		19.17	%		18.17	%		17.82	%		19.68	%		19.62	%
Ratio of Expenses After Expense Limitation		0.94	%(5)(6)​		0.86	%(6)(7)​		0.94	%(6)​		0.94	%(6)​		0.94	%(6)​		0.94	%(6)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		0.94	%(5)(6)​		0.86	%(6)(7)​		N/A			N/A			0.94	%(6)​		0.94	%(6)​
Ratio of Net Investment Income		3.30	%(5)(6)​		2.74	%(6)(7)​		2.28	%(6)​		2.20	%(6)​		1.03	%(6)​		2.65	%(6)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(5)(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​
Portfolio Turnover Rate		24	%(3)​		42	%		57	%		61	%		62	%		30	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value as of the last business day of the period.

(3)  Not annualized.

(4)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class IR shares.

(5)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class IR shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.94	%		2.66	%

(8)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying financial statements relates to the Global Infrastructure Portfolio. The Fund seeks to provide both capital appreciation and income.

The Fund has issued six classes of shares — Class I, Class A, Class L, Class C, Class R6 and Class IR. Class C shares will automatically convert to Class A shares eight years after the end of the calendar month in which the shares were purchased. 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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

value as of the close of regular trading on the NYSE; (5) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2024:

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	$	8,115	$	6,401	$	—	$	14,516
Communications		24,015		6,686		—		30,701
Diversified		8,343		11,816		—		20,159
Electricity Transmission & Distribution		20,077		21,965		—		42,042
Oil & Gas Storage & Transportation		82,095		5,188		—		87,283
Others		27,206		1,473		—		28,679
Railroads		509		1,242		—		1,751
Toll Roads		—		2,980		—		2,980
Water		3,511		3,900		—		7,411
Total Common Stocks		173,871		61,651		—		235,522
Short-Term Investments
Investment Company		8,012		—		—		8,012
Repurchase Agreements		—		1,928		—		1,928
Total Short-Term Investments		8,012		1,928		—		9,940
Total Assets	$	181,883	$	63,579	$	—	$	245,462

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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.

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 U.S. 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.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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, 2024:

Gross Amount Not Offset in the Statement of Assets and Liabilities
Gross Asset Amount Presented in the Statement of Assets and Liabilities (000)			Financial Instrument (000)		Collateral Received (000)			Net Amount (not less than $0) (000)
$	10,284	(a)	$	—	$	(10,284	)(b)(c)	$	0

(a) Represents market value of loaned securities at period end.

(b) The Fund received cash collateral of approximately $8,861,000, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Fund as reported in the Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $2,093,000 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 borrowings.

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, 2024:

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	$	8,861	$	—	$	—	$	—	$	8,861
Total Borrowings	$	8,861	$	—	$	—	$	—	$	8,861
Gross amount of recognized liabilities for securities lending transactions									$	8,861

6.  Indemnifications: The Company enters into contracts that contain a variety of indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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. 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) net of applicable withholding taxes. Discounts are

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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, co-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 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 R6 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, 2024, approximately $152,000 of advisory fees were waived and approximately $103,000 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 distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to approximately $3,000.

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

19

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $59,668,000 and $80,483,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by approximately $3,000 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	8,534	$	41,550	$	42,072	$	85

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	8,012

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, 2024, the Fund did not engage in any cross-trade transactions.

The Fund has an unfunded noncontributory defined benefit pension plan covering certain independent Directors of the Fund who will have served as independent Directors for at least five years at the time of retirement. Benefits under this plan are based on factors which include years of service and compensation. The Directors voted to close the plan to new participants and eliminate the future benefits growth due to increases to compensation after July 31, 2003. Aggregate pension costs for the year ended June 30, 2024, included in "Directors' Fees and Expenses" in the Statement of Operations amounted to approximately $1,000. At June 30, 2024, the Fund had an accrued pension liability of approximately $36,000, which is reflected as "Payable for Directors' Fees and Expenses" in the Statement of Assets and Liabilities.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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

20

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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 that 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, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:				2022 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	7,882	$	—	$	6,885	$	35,956

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, 2023.

At December 31, 2023, 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)
$	197	$	—

At December 31, 2023, the Fund had available for federal income tax purposes unused short-term and long-term capital

losses of approximately $2,869,000 and $13,159,000, 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 $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 73.1%.

K. Market Risk: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration

21

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

22

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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 its peer group average and the actual 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 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.

23

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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

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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MTIPX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

Global Insight Portfolio

Semi-Annual Financial Statements and Additional Information

June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Consolidated Portfolio of Investments	2
Consolidated Statement of Assets and Liabilities	4
Consolidated Statement of Operations	6
Consolidated Statements of Changes in Net Assets	7
Consolidated Financial Highlights	8
Notes to Consolidated Financial Statements	13
Investment Advisory Agreement Approval	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) 869-6397. 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.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments

Global Insight Portfolio

	Shares		Value (000)
Common Stocks (96.4%)
Brazil (1.1%)
NU Holdings Ltd., Class A (a)		53,390	$	688
Canada (6.0%)
Shopify, Inc., Class A (a)		55,033		3,635
Israel (5.6%)
Global-e Online Ltd. (a)		93,686		3,398
Korea, Republic of (4.4%)
Coupang, Inc. (a)		125,775		2,635
Netherlands (5.9%)
Adyen NV (a)		3,015		3,581
Singapore (7.7%)
Grab Holdings Ltd., Class A (a)		953,217		3,384
Sea Ltd. ADR (a)		17,506		1,250
				4,634
United States (65.7%)
Affirm Holdings, Inc. (a)		96,623		2,919
Agilon Health, Inc. (a)		182,155		1,191
Airbnb, Inc., Class A (a)		13,886		2,106
Arbutus Biopharma Corp. (a)		229,368		709
Aurora Innovation, Inc. (a)		330,607		916
Cardlytics, Inc. (a)		16,869		138
Carvana Co. (a)		19,325		2,488
Cloudflare, Inc., Class A (a)		64,147		5,313
Dlocal Ltd. (a)		16,030		130
DoorDash, Inc., Class A (a)		23,299		2,534
MercadoLibre, Inc. (a)		2,669		4,386
MicroStrategy, Inc., Class A (a)		1,428		1,967
Peloton Interactive, Inc., Class A (a)		60,487		204
ProKidney Corp. (a)		49,791		122
ROBLOX Corp., Class A (a)		57,404		2,136
Roivant Sciences Ltd. (a)		91,633		969
Royalty Pharma PLC, Class A		106,873		2,818
Snowflake, Inc., Class A (a)		16,366		2,211
Tesla, Inc. (a)		18,641		3,689
Trade Desk, Inc., Class A (a)		29,683		2,899
XOMA Corp. (a)		1,549		37
				39,882
Total Common Stocks (Cost $44,376)				58,453
Preferred Stock (0.0%)‡
United States (0.0%)‡
Lookout, Inc., Series F (a)(b)(c) (acquisition cost — $73; acquired 6/17/14)		6,374		16
Investment Company (2.5%)
United States (2.5%)
iShares Bitcoin Trust (a) (Cost $1,726)		44,600		1,523

	Shares		Value (000)
Short-Term Investment (1.5%)
Investment Company (1.5%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G) (Cost $943)		942,757	$	943
Total Investments Excluding Purchased Options (100.4%) (Cost $47,118)				60,935
Total Purchased Options Outstanding (0.1%) (Cost $235)				70
Total Investments (100.5%) (Cost $47,353) (d)(e)(f)				61,005
Liabilities in Excess of Other Assets (–0.5%)				(332	)
Net Assets (100.0%)			$	60,673

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.

‡  Amount is less than 0.05%.

(a)  Non-income producing security.

(b)  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 (excluding 144A holdings) at June 30, 2024 amounts to approximately $16,000 and represents less than 0.05% of net assets.

(c)  At June 30, 2024, the Fund held fair valued securities valued at approximately $16,000, representing less than 0.05% of net assets. These securities have been fair valued using significant unobservable inputs as determined in good faith under procedures established by and under the general supervision of the Company's (as defined herein) Directors.

(d)  Securities are available for collateral in connection with purchased options.

(e)  The approximate fair value and percentage of net assets, $3,581,000 and 5.9%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Consolidated Financial Statements.

(f)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $17,672,000 and the aggregate gross unrealized depreciation is approximately $4,020,000, resulting in net unrealized appreciation of approximately $13,652,000.

ADR  American Depositary Receipt.

The accompanying notes are an integral part of the consolidated financial statements.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments (cont'd)

Global Insight Portfolio

Call Options Purchased:

The Fund had the following call options purchased open at June 30, 2024:

Counterparty	Description	Strike Price		Expiration Date	Number of Contracts		Notional Amount (000)		Value (000)		Premiums Paid (000)		Unrealized Depreciation (000)
Goldman Sachs & Co. LLC	USD/CNH	CNH	7.69	Jan-25		19,293,018	$	19,293	$	31	$	73	$	(42	)
JPMorgan Chase Bank NA	USD/CNH	CNH	7.78	Mar-25		17,900,646		17,901		38		76		(38	)
JPMorgan Chase Bank NA	USD/CNH	CNH	7.79	Aug-24		20,862,233		20,862		1		86		(85	)
									$	70	$	235	$	(165	)

CNH  —  Chinese Yuan Renminbi Offshore

USD  — United States Dollar

Portfolio Composition

Classification	Percentage of Total Investments
Other*		29.0	%
Information Technology Services		18.2
Broadline Retail		17.1
Financial Services		10.9
Hotels, Restaurants & Leisure		7.7
Automobiles		6.0
Entertainment		5.6
Ground Transportation		5.5
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.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Insight Portfolio

Consolidated Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $46,410)	$	60,062
Investment in Security of Affiliated Issuer, at Value (Cost $943)		943
Total Investments in Securities, at Value (Cost $47,353)		61,005
Foreign Currency, at Value (Cost $5)		5
Receivable from Affiliate		6
Tax Reclaim Receivable		3
Receivable for Fund Shares Sold		3
Dividends Receivable		1
Other Assets		59
Total Assets		61,082
Liabilities:
Payable for Investments Purchased		176
Payable for Professional Fees		62
Payable for Advisory Fees		60
Payable for Fund Shares Redeemed		52
Payable for Sub Transfer Agency Fees — Class I		14
Payable for Sub Transfer Agency Fees — Class A		4
Payable for Sub Transfer Agency Fees — Class C		1
Payable for Shareholder Services Fees — Class A		4
Payable for Distribution and Shareholder Services Fees — Class L		—	@
Payable for Distribution and Shareholder Services Fees — Class C		3
Payable for Custodian Fees		6
Payable for Administration Fees		4
Payable for Transfer Agency Fees — Class I		—	@
Payable for Transfer Agency Fees — Class A		1
Payable for Transfer Agency Fees — Class L		—	@
Payable for Transfer Agency Fees — Class C		—	@
Other Liabilities		22
Total Liabilities		409
Net Assets	$	60,673
Net Assets Consist of:
Paid-in-Capital	$	173,535
Total Accumulated Loss		(112,862	)
Net Assets	$	60,673

The accompanying notes are an integral part of the consolidated financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Insight Portfolio

Consolidated Statement of Assets and Liabilities (cont'd)	June 30, 2024 (000)
CLASS I:
Net Assets	$	39,545
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		3,273,719
Net Asset Value, Offering and Redemption Price Per Share	$	12.08
CLASS A:
Net Assets	$	17,447
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		1,522,723
Net Asset Value, Redemption Price Per Share	$	11.46
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	0.63
Maximum Offering Price Per Share	$	12.09
CLASS L:
Net Assets	$	229
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		22,251
Net Asset Value, Offering and Redemption Price Per Share	$	10.31
CLASS C:
Net Assets	$	3,406
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		344,633
Net Asset Value, Offering and Redemption Price Per Share	$	9.88
CLASS R6:
Net Assets	$	46
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		3,788
Net Asset Value, Offering and Redemption Price Per Share	$	12.07

@  Amount is less than $500.

The accompanying notes are an integral part of the consolidated financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Insight Portfolio

Consolidated Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers	$	43
Dividends from Security of Affiliated Issuer (Note G)		36
Income from Securities Loaned — Net		1
Total Investment Income		80
Expenses:
Advisory Fees (Note B)		280
Professional Fees		88
Shareholder Services Fees — Class A (Note D)		24
Distribution and Shareholder Services Fees — Class L (Note D)		1
Distribution and Shareholder Services Fees — Class C (Note D)		19
Sub Transfer Agency Fees — Class I		23
Sub Transfer Agency Fees — Class A		11
Sub Transfer Agency Fees — Class L		—	@
Sub Transfer Agency Fees — Class C		2
Administration Fees (Note C)		28
Registration Fees		17
Shareholder Reporting Fees		13
Custodian Fees (Note F)		9
Transfer Agency Fees — Class I (Note E)		3
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 R6 (Note E)		1
Pricing Fees		2
Directors' Fees and Expenses		1
Other Expenses		12
Total Expenses		538
Waiver of Advisory Fees (Note B)		(117	)
Reimbursement of Class Specific Expenses — Class I (Note B)		(15	)
Reimbursement of Class Specific Expenses — Class A (Note B)		(2	)
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 R6 (Note B)		(1	)
Rebate from Morgan Stanley Affiliate (Note G)		(1	)
Net Expenses		401
Net Investment Loss		(321	)
Realized Gain:
Investments Sold		9,377
Foreign Currency Translation		—	@
Net Realized Gain		9,377
Change in Unrealized Appreciation (Depreciation):
Investments		(6,949	)
Foreign Currency Translation		(—	@)
Net Change in Unrealized Appreciation (Depreciation)		(6,949	)
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		2,428
Net Increase in Net Assets Resulting from Operations	$	2,107

@  Amount is less than $500.

The accompanying notes are an integral part of the consolidated financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Global Insight Portfolio

Consolidated Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Loss	$	(321	)	$	(676	)
Net Realized Gain (Loss)		9,377			(24,959	)
Net Change in Unrealized Appreciation (Depreciation)		(6,949	)		59,915
Net Increase in Net Assets Resulting from Operations		2,107			34,280
Capital Share Transactions, including direct exchanges pursuant to share class conversions for all periods presented, were as follows:(1)​
Class I:
Subscribed		2,550			8,973
Redeemed		(16,633	)		(35,837	)
Class A:
Subscribed		743			2,245
Redeemed		(4,943	)		(8,820	)
Class L:
Redeemed		(31	)		(3	)
Class C:
Subscribed		97			434
Redeemed		(1,238	)		(2,054	)
Class R6:
Subscribed		62			—
Redeemed		(22	)		—
Net Decrease in Net Assets Resulting from Capital Share Transactions		(19,415	)		(35,062	)
Total Decrease in Net Assets		(17,308	)		(782	)
Net Assets:
Beginning of Period		77,981			78,763
End of Period	$	60,673		$	77,981
(1) Capital Share Transactions:
Class I:
Shares Subscribed		216			942
Shares Redeemed		(1,407	)		(3,590	)
Net Decrease in Class I Shares Outstanding		(1,191	)		(2,648	)
Class A:
Shares Subscribed		67			237
Shares Redeemed		(439	)		(938	)
Net Decrease in Class A Shares Outstanding		(372	)		(701	)
Class L:
Shares Redeemed		(3	)		(—	@)
Class C:
Shares Subscribed		10			48
Shares Redeemed		(128	)		(253	)
Net Decrease in Class C Shares Outstanding		(118	)		(205	)
Class R6:
Shares Subscribed		5			—
Shares Redeemed		(2	)		—
Net Increase in Class R6 Shares Outstanding		3			—

@  Amount is less than 500 shares.

The accompanying notes are an integral part of the consolidated financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Global Insight Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	11.69		$	7.75		$	18.32		$	33.83		$	17.96		$	13.96
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.05	)		(0.06	)		(0.07	)		(0.04	)		(0.24	)		(0.02	)
Net Realized and Unrealized Gain (Loss)		0.44			4.00			(10.49	)		(5.05	)		17.29			4.41
Total from Investment Operations		0.39			3.94			(10.56	)		(5.09	)		17.05			4.39
Distributions from and/or in Excess of:
Net Investment Income		—			—			—			(0.01	)		—			—
Net Realized Gain		—			—			(0.01	)		(10.41	)		(1.18	)		(0.39	)
Total Distributions		—			—			(0.01	)		(10.42	)		(1.18	)		(0.39	)
Net Asset Value, End of Period	$	12.08		$	11.69		$	7.75		$	18.32		$	33.83		$	17.96
Total Return(3)​		3.34	%(4)​		50.84	%(5)​		(57.65	)%		(14.25	)%		94.98	%		31.49	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	39,545		$	52,218		$	55,114		$	201,294		$	314,038		$	87,595
Ratio of Expenses Before Expense Limitation		1.40	%(6)​		1.37	%		1.34	%		1.08	%		N/A			1.21	%
Ratio of Expenses After Expense Limitation		1.00	%(6)(7)​		0.96	%(7)(8)​		1.00	%(7)​		1.00	%(7)(9)​		1.09	%(7)​		1.09	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.00	%(7)​		1.00	%(7)(9)​		N/A			1.09	%(7)​
Ratio of Net Investment Loss		(0.77	)%(6)(7)​		(0.67	)%(7)(8)​		(0.71	)%(7)​		(0.12	)%(7)​		(0.94	)%(7)​		(0.11	)%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.01	%		0.01	%
Portfolio Turnover Rate		22	%(4)​		43	%		51	%		112	%		85	%		95	%

(1)  Not consolidated.

(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)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class I shares.

(6)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.00	%		(0.71	)%

(9)  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.

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Global Insight Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	11.11		$	7.38		$	17.52		$	32.98		$	17.57		$	13.71
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.06	)		(0.09	)		(0.11	)		(0.13	)		(0.29	)		(0.07	)
Net Realized and Unrealized Gain (Loss)		0.41			3.82			(10.02	)		(4.92	)		16.88			4.32
Total from Investment Operations		0.35			3.73			(10.13	)		(5.05	)		16.59			4.25
Distributions from and/or in Excess of:
Net Realized Gain		—			—			(0.01	)		(10.41	)		(1.18	)		(0.39	)
Net Asset Value, End of Period	$	11.46		$	11.11		$	7.38		$	17.52		$	32.98		$	17.57
Total Return(3)​		3.15	%(4)​		50.54	%(5)​		(57.83	)%		(14.49	)%		94.46	%		31.04	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	17,447		$	21,056		$	19,176		$	72,157		$	103,550		$	43,576
Ratio of Expenses Before Expense Limitation		1.68	%(6)​		1.69	%		1.64	%		1.36	%		N/A			1.48	%
Ratio of Expenses After Expense Limitation		1.32	%(6)(7)​		1.28	%(7)(8)​		1.32	%(7)​		1.30	%(7)(9)​		1.35	%(7)​		1.41	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.32	%(7)​		1.30	%(7)(9)​		N/A			1.41	%(7)​
Ratio of Net Investment Loss		(1.09	)%(6)(7)​		(0.99	)%(7)(8)​		(1.03	)%(7)​		(0.41	)%(7)​		(1.20	)%(7)​		(0.43	)%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.01	%		0.01	%
Portfolio Turnover Rate		22	%(4)​		43	%		51	%		112	%		85	%		95	%

(1)  Not consolidated.

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class A shares.

(6)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.32	%		(1.03	)%

(9)  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.

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Global Insight Portfolio

	Class L
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	10.02		$	6.69		$	15.97		$	31.34		$	16.82		$	13.21
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.08	)		(0.13	)		(0.14	)		(0.30	)		(0.40	)		(0.16	)
Net Realized and Unrealized Gain (Loss)		0.37			3.46			(9.13	)		(4.66	)		16.10			4.16
Total from Investment Operations		0.29			3.33			(9.27	)		(4.96	)		15.70			4.00
Distributions from and/or in Excess of:
Net Realized Gain		—			—			(0.01	)		(10.41	)		(1.18	)		(0.39	)
Net Asset Value, End of Period	$	10.31		$	10.02		$	6.69		$	15.97		$	31.34		$	16.82
Total Return(3)​		2.89	%(4)​		49.78	%(5)​		(58.06	)%		(14.96	)%		93.38	%		30.32	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	229		$	253		$	171		$	602		$	923		$	573
Ratio of Expenses Before Expense Limitation		2.91	%(6)​		3.18	%		2.72	%		2.04	%		2.09	%		2.16	%
Ratio of Expenses After Expense Limitation		1.85	%(6)(7)​		1.80	%(7)(8)​		1.85	%(7)​		1.87	%(7)(9)​		1.94	%(7)​		1.94	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.85	%(7)​		1.87	%(7)(9)​		N/A			1.94	%(7)​
Ratio of Net Investment Loss		(1.62	)%(6)(7)​		(1.51	)%(7)(8)​		(1.54	)%(7)​		(0.98	)%(7)​		(1.79	)%(7)​		(0.96	)%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.01	%		0.01	%
Portfolio Turnover Rate		22	%(4)​		43	%		51	%		112	%		85	%		95	%

(1)  Not consolidated.

(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)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class L shares.

(6)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class L shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.85	%		(1.56	)%

(9)  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.

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Global Insight Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	9.62		$	6.45		$	15.40		$	30.73		$	16.54		$	13.03
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.09	)		(0.14	)		(0.16	)		(0.34	)		(0.43	)		(0.19	)
Net Realized and Unrealized Gain (Loss)		0.35			3.31			(8.78	)		(4.58	)		15.80			4.09
Total from Investment Operations		0.26			3.17			(8.94	)		(4.92	)		15.37			3.90
Distributions from and/or in Excess of:
Net Realized Gain		—			—			(0.01	)		(10.41	)		(1.18	)		(0.39	)
Net Asset Value, End of Period	$	9.88		$	9.62		$	6.45		$	15.40		$	30.73		$	16.54
Total Return(3)​		2.70	%(4)​		49.15	%(5)​		(58.07	)%		(15.14	)%		92.97	%		29.97	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	3,406		$	4,448		$	4,298		$	17,824		$	20,633		$	10,984
Ratio of Expenses Before Expense Limitation		2.44	%(6)​		2.44	%		2.36	%		2.08	%		N/A			2.24	%
Ratio of Expenses After Expense Limitation		2.10	%(6)(7)​		2.06	%(7)(8)​		2.06	%(7)​		2.04	%(7)(9)​		2.11	%(7)​		2.19	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			2.06	%(7)​		2.04	%(7)(9)​		N/A			2.19	%(7)​
Ratio of Net Investment Loss		(1.87	)%(6)(7)​		(1.77	)%(7)(8)​		(1.76	)%(7)​		(1.14	)%(7)​		(1.96	)%(7)​		(1.21	)%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.01	%		0.01	%
Portfolio Turnover Rate		22	%(4)​		43	%		51	%		112	%		85	%		95	%

(1)  Not consolidated.

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class C shares.

(6)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		2.10	%		(1.81	)%

(9)  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.

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Global Insight Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,						Period from June 14, 2021(2)​ to
Selected Per Share Data and Ratios	(unaudited)			2023			2022			December 31, 2021
Net Asset Value, Beginning of Period	$	11.69		$	7.74		$	18.30		$	33.39
Income (Loss) from Investment Operations:
Net Investment Loss(3)​		(0.04	)		(0.06	)		(0.07	)		(0.20	)
Net Realized and Unrealized Gain (Loss)		0.42			4.01			(10.48	)		(4.45	)
Total from Investment Operations		0.38			3.95			(10.55	)		(4.65	)
Distributions from and/or in Excess of:
Net Investment Income		—			—			—			(0.03	)
Net Realized Gain		—			—			(0.01	)		(10.41	)
Total Distributions		—			—			(0.01	)		(10.44	)
Net Asset Value, End of Period	$	12.07		$	11.69		$	7.74		$	18.30
Total Return(4)​		3.25	%(5)​		51.03	%(6)​		(57.66	)%		(13.11	)%(5)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	46		$	6		$	4		$	9
Ratio of Expenses Before Expense Limitation		10.25	%(7)​		51.28	%		44.13	%		17.00	%(7)​
Ratio of Expenses After Expense Limitation		0.95	%(7)(8)​		0.90	%(8)(9)​		0.95	%(8)​		0.95	%(7)(8)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			0.95	%(8)​		0.95	%(7)(8)​
Ratio of Net Investment Loss		(0.71	)%(7)(8)​		(0.60	)%(8)(9)​		(0.67	)%(8)​		(0.62	)%(7)(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(7)(10)​
Portfolio Turnover Rate		22	%(5)​		43	%		51	%		112	%

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(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)  Not annualized.

(6)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class R6 shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		0.95	%		(0.65	)%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Consolidated Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying consolidated financial statements relates to the Global Insight Portfolio. The Fund seeks long-term capital appreciation.

The Fund has issued five classes of shares — Class I, Class A, Class L, Class C and Class R6. Class C shares will automatically convert to Class A shares eight years after the end of the calendar month in which the shares were purchased. 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 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 Insight Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest in bitcoin indirectly through cash settled futures or indirectly through investments in pooled investment vehicles and exchange-traded products that invest in bitcoin ("bitcoin ETFs"). 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 and all accounting policies of the Subsidiary are consistent with those of the Fund. As of June 30, 2024, the Subsidiary represented approximately $1,521,000 or approximately 2.51% of the 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/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

13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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/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 reputable broker/dealer or valued by a pricing service/vendor; (4) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (5) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (6) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of the close of the NYSE; and (7) invest-

ments 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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

14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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, 2024:

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	$	3,689	$	—	$	—	$	3,689
Banks		688		—		—		688
Biotechnology		1,837		—		—		1,837
Broadline Retail		10,419		—		—		10,419
Entertainment		3,386		—		—		3,386
Financial Services		3,049		3,581		—		6,630
Ground Transportation		3,384		—		—		3,384
Health Care Providers & Services		1,191		—		—		1,191
Hotels, Restaurants & Leisure		4,640		—		—		4,640
Information Technology Services		11,159		—		—		11,159
Leisure Products		204		—		—		204
Media		3,037		—		—		3,037
Pharmaceuticals		2,818		—		—		2,818
Software		2,883		—		—		2,883
Specialty Retail		2,488		—		—		2,488
Total Common Stocks		54,872		3,581		—		58,453
Preferred Stock
Software		—		—		16		16
Investment Company		1,523		—		—		1,523
Call Options Purchased		—		70		—		70
Short-Term Investment
Investment Company		943		—		—		943
Total Assets	$	57,338	$	3,651	$	16	$	61,005

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)
Beginning Balance	$	19
Purchases		—
Sales		—
Transfers in		—
Transfers out		—
Corporate actions		—
Change in unrealized appreciation (depreciation)		(3	)
Realized gains (losses)		—
Ending Balance	$	16
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2024	$	(3	)

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2024. 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, 2024:

	Fair Value at June 30, 2024 (000)		Valuation Technique	Unobservable Input	Amount*			Impact to Valuation from an Increase in Input**
Preferred Stock	$	16	Discounted Cash Flow	Weighted Average Cost of Capital		16.5	%	Decrease
				Perpetual Growth Rate		3.5	%	Increase
			Market Comparable Companies	Enterprise Value/ Revenue		7.8x		Increase
				Discount for Lack of Marketability		9.0	%	Decrease
			Comparable Transactions	Enterprise Value/ Revenue		8.5x		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.  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

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

foreign investments in U.S. 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, risks arising from margin and payment requirements, risks arising from mispricing or valuation complexity and operational and legal risks. 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 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 ex-change 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 writes 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.

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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, 2024:

	Asset Derivatives Consolidated Statement of Assets and Liabilities Location	Primary Risk Exposure	Value (000)
Purchased Options	Investments, at Value (Purchased Options)	Currency Risk	$	70	(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, 2024 in accordance with ASC 815:

Realized Gain (Loss)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Investments (Purchased Options)	$	(172	)(a)

(a) Amounts are included in Realized Gain on 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)	$	48	(a)

(a) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.

At June 30, 2024, 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(b) (000)			Liabilities(b) (000)
Purchased Options	$	70	(a)	$	—

(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.

(b) 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 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, 2024:

Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities
Counterparty	Gross Asset Derivatives Presented in the Statement of Assets and Liabilities(a) (000)		Financial Instrument (000)		Collateral Received (000)		Net Amount (not less than $0) (000)
Goldman Sachs & Co. LLC	$	31	$	—	$	—	$	31
JPMorgan Chase Bank NA		39		—		—		39
Total	$	70	$	—	$	—	$	70

(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

For the six months ended June 30, 2024, the approximate average monthly amount outstanding for each derivative type is as follows:

Purchased Options:
Average monthly notional amount	66,398,000

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 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, 2024, the Fund did not have any outstanding securities on loan.

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 Consolidated Portfolio of Investments.

7.  Indemnifications: The Company enters into contracts that contain a variety of indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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. 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) net of applicable withholding taxes. 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, co-transfer agency and sub transfer agency fees)

19

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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, 2024, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.46% 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, 1.32% for Class A shares, 1.85% for Class L shares, 2.10% for Class C shares and 0.95% for Class R6 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, 2024, approximately $117,000 of advisory fees were waived and approximately $19,000 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 distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Consolidated Statement of Operations, amounted to less than $500.

20

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $15,129,000 and $34,032,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by approximately $1,000 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	1,663	$	17,032	$	17,752	$	36

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	943

During the six months ended June 30, 2024, the Fund incurred less than $500 in brokerage commissions with Morgan Stanley & Co. LLC, an affiliate of the Adviser/Administrator and Distributor, for portfolio transactions executed on behalf of the Fund.

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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 RIC 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

21

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:		2022 Distributions Paid From:
Ordinary Income (000)		Ordinary Income (000)
$	—	$	86

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 net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2023:

Total Accumulated Loss (000)		Paid-in- Capital (000)
$	1,787	$	(1,787	)

At December 31, 2023, the Fund had no distributable earnings on a tax basis.

At December 31, 2023, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $45,833,000 and $76,570,000, 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 $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 76.3%.

K. Market Risk and Risks Relating to Certain Financial Instruments:

Bitcoin: The Fund may have exposure to cryptocurrencies indirectly through cash settled futures bitcoin exposure or indirectly through bitcoin ETFs. 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 bitcoin ETFs (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the bitcoin ETFs investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile and subject to sharp declines. 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 Bitcoin ETF exposure could result in substantial losses to the Fund.

22

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

Market: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

23

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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 but below its peer group average for the 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 actual management fee was higher than but close to its peer group average and the contractual 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.

June 30, 2024 (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.

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

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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MIGPX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

Global Opportunity Portfolio

Semi-Annual Financial Statements and Additional Information
June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Consolidated Portfolio of Investments	2
Consolidated Statement of Assets and Liabilities	4
Consolidated Statement of Operations	6
Consolidated Statements of Changes in Net Assets	7
Consolidated Financial Highlights	9
Notes to Consolidated Financial Statements	15
Investment Advisory Agreement Approval	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) 869-6397. 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.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments

Global Opportunity Portfolio

	Shares		Value (000)
Common Stocks (99.1%)
Brazil (1.5%)
NU Holdings Ltd., Class A (a)		3,428,164	$	44,189
Canada (3.9%)
Shopify, Inc., Class A (a)		1,767,101		116,717
China (5.9%)
Meituan, Class B (a)(b)		7,296,700		103,717
Trip.com Group Ltd. ADR (a)		1,502,016		70,595
				174,312
Denmark (4.1%)
DSV AS		784,583		120,432
France (3.2%)
Hermes International		41,463		95,764
India (7.3%)
HDFC Bank Ltd.		5,089,732		102,783
ICICI Bank Ltd. ADR		3,918,646		112,896
				215,679
Italy (3.2%)
Moncler SpA		1,557,202		95,525
Japan (1.3%)
Keyence Corp.		89,800		39,304
Korea, Republic of (4.6%)
Coupang, Inc. (a)		5,280,434		110,625
KakaoBank Corp.		611,700		8,971
NAVER Corp.		142,419		17,138
				136,734
Netherlands (0.7%)
Adyen NV (a)		17,244		20,480
Singapore (1.4%)
Grab Holdings Ltd., Class A (a)		11,561,691		41,044
Switzerland (1.3%)
On Holding AG, Class A (a)		985,642		38,243
United States (60.7%)
Adobe, Inc. (a)		158,011		87,781
Amazon.com, Inc. (a)		810,709		156,670
Block, Inc., Class A (a)		815,481		52,590
Crowdstrike Holdings, Inc., Class A (a)		213,439		81,788
Deckers Outdoor Corp. (a)		39,506		38,240
DoorDash, Inc., Class A (a)		951,457		103,500
Endeavor Group Holdings, Inc., Class A		1,049,766		28,375
Magic Leap, Inc., Class A (a)(c)(d) (acquisition cost — $3,175; acquired 12/22/15)		6,530		—
Mastercard, Inc., Class A		154,881		68,327
MercadoLibre, Inc. (a)		90,246		148,310
Meta Platforms, Inc., Class A		380,422		191,816
Salesforce, Inc.		218,015		56,052
ServiceNow, Inc. (a)		308,643		242,800
Spotify Technology SA (a)		345,770		108,499
TKO Group Holdings, Inc.		404,701		43,704
Uber Technologies, Inc. (a)		3,489,618		253,625

	Shares		Value (000)
Visa, Inc., Class A		309,904	$	81,341
Walt Disney Co.		588,430		58,425
				1,801,843
Total Common Stocks (Cost $1,495,127)				2,940,266
Short-Term Investment (1.2%)
Investment Company (1.2%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G) (Cost $35,529)		35,528,945		35,529
Total Investments (100.3%) (Cost $1,530,656) (e)(f)				2,975,795
Liabilities in Excess of Other Assets (–0.3%)				(8,087	)
Net Assets (100.0%)			$	2,967,708

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)  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 the restricted security (excluding 144A holdings) at June 30, 2024 amounts to $0 and represents 0.0% of net assets.

(d)  At June 30, 2024, the Fund held a fair valued security at $0, representing 0.0% of net assets. This security has been fair valued using significant unobservable inputs as determined in good faith under procedures established by and under the general supervision of the Company's (as defined herein) Directors.

(e)  The approximate fair value and percentage of net assets, $604,114,000 and 20.4%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Consolidated Financial Statements.

(f)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $1,532,790,000 and the aggregate gross unrealized depreciation is approximately $87,651,000, resulting in net unrealized appreciation of approximately $1,445,139,000.

ADR  American Depositary Receipt.

The accompanying notes are an integral part of the consolidated financial statements.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments (cont'd)

Global Opportunity Portfolio

Portfolio Composition

Classification	Percentage of Total Investments
Software		15.7	%
Broadline Retail		14.0
Other*		10.4
Ground Transportation		9.9
Hotels, Restaurants & Leisure		9.4
Banks		9.0
Textiles, Apparel & Luxury Goods		9.0
Entertainment		8.1
Financial Services		7.5
Interactive Media & Services		7.0
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.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Opportunity Portfolio

Consolidated Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $1,495,127)	$	2,940,266
Investment in Security of Affiliated Issuer, at Value (Cost $35,529)		35,529
Total Investments in Securities, at Value (Cost $1,530,656)		2,975,795
Foreign Currency, at Value (Cost $116)		116
Cash		3
Dividends Receivable		938
Tax Reclaim Receivable		775
Receivable for Fund Shares Sold		765
Receivable from Affiliate		250
Other Assets		296
Total Assets		2,978,938
Liabilities:
Payable for Advisory Fees		5,438
Deferred Capital Gain Country Tax		2,565
Payable for Fund Shares Redeemed		1,902
Payable for Sub Transfer Agency Fees — Class I		239
Payable for Sub Transfer Agency Fees — Class A		123
Payable for Sub Transfer Agency Fees — Class L		2
Payable for Sub Transfer Agency Fees — Class C		33
Payable for Shareholder Services Fees — Class A		188
Payable for Distribution and Shareholder Services Fees — Class L		9
Payable for Distribution and Shareholder Services Fees — Class C		141
Payable for Administration Fees		193
Payable for Custodian Fees		67
Payable for Professional Fees		47
Payable for Transfer Agency Fees — Class I		6
Payable for Transfer Agency Fees — Class A		19
Payable for Transfer Agency Fees — Class L		4
Payable for Transfer Agency Fees — Class C		1
Payable for Transfer Agency Fees — Class R6		2
Payable for Transfer Agency Fees — Class IR		—	@
Other Liabilities		251
Total Liabilities		11,230
Net Assets	$	2,967,708
Net Assets Consist of:
Paid-in-Capital	$	1,484,489
Total Distributable Earnings		1,483,219
Net Assets	$	2,967,708

The accompanying notes are an integral part of the consolidated financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Opportunity Portfolio

Consolidated Statement of Assets and Liabilities (cont'd)	June 30, 2024 (000)
CLASS I:
Net Assets	$	1,664,257
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		49,931,335
Net Asset Value, Offering and Redemption Price Per Share	$	33.33
CLASS A:
Net Assets	$	923,720
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		29,532,515
Net Asset Value, Redemption Price Per Share	$	31.28
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	1.73
Maximum Offering Price Per Share	$	33.01
CLASS L:
Net Assets	$	35,741
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		1,167,872
Net Asset Value, Offering and Redemption Price Per Share	$	30.60
CLASS C:
Net Assets	$	171,857
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		6,062,097
Net Asset Value, Offering and Redemption Price Per Share	$	28.35
CLASS R6:
Net Assets	$	34,877
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		1,038,112
Net Asset Value, Offering and Redemption Price Per Share	$	33.60
CLASS IR:
Net Assets	$	137,256
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		4,079,075
Net Asset Value, Offering and Redemption Price Per Share	$	33.65

@  Amount is less than $500.

The accompanying notes are an integral part of the consolidated financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Opportunity Portfolio

Consolidated Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $854 of Foreign Taxes Withheld)	$	5,525
Dividends from Security of Affiliated Issuer (Note G)		1,983
Total Investment Income		7,508
Expenses:
Advisory Fees (Note B)		10,938
Shareholder Services Fees — Class A (Note D)		1,155
Distribution and Shareholder Services Fees — Class L (Note D)		132
Distribution and Shareholder Services Fees — Class C (Note D)		896
Sub Transfer Agency Fees — Class I		655
Sub Transfer Agency Fees — Class A		456
Sub Transfer Agency Fees — Class L		8
Sub Transfer Agency Fees — Class C		78
Administration Fees (Note C)		1,186
Transfer Agency Fees — Class I (Note E)		21
Transfer Agency Fees — Class A (Note E)		88
Transfer Agency Fees — Class L (Note E)		15
Transfer Agency Fees — Class C (Note E)		3
Transfer Agency Fees — Class R6 (Note E)		6
Transfer Agency Fees — Class IR (Note E)		1
Custodian Fees (Note F)		123
Professional Fees		89
Shareholder Reporting Fees		75
Registration Fees		44
Directors' Fees and Expenses		19
Pricing Fees		1
Other Expenses		70
Total Expenses		16,059
Distribution Fees — Class L Shares waived (Note D)		(79	)
Rebate from Morgan Stanley Affiliate (Note G)		(73	)
Reimbursement of Class Specific Expenses — Class R6 (Note B)		(6	)
Net Expenses		15,901
Net Investment Loss		(8,393	)
Realized Gain (Loss):
Investments Sold (Net of $1,391 of Capital Gain Country Tax)		80,320
Foreign Currency Translation		(73	)
Net Realized Gain		80,247
Change in Unrealized Appreciation (Depreciation):
Investments (Net of Decrease in Deferred Capital Gain Country Tax of $2,201)		254,070
Foreign Currency Translation		(21	)
Net Change in Unrealized Appreciation (Depreciation)		254,049
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		334,296
Net Increase in Net Assets Resulting from Operations	$	325,903

The accompanying notes are an integral part of the consolidated financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Global Opportunity Portfolio

Consolidated Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Loss	$	(8,393	)	$	(17,619	)
Net Realized Gain		80,247			165,286
Net Change in Unrealized Appreciation (Depreciation)		254,049			879,851
Net Increase in Net Assets Resulting from Operations		325,903			1,027,518
Dividends and Distributions to Shareholders:
Class I		—			(32,938	)
Class A		—			(19,667	)
Class L		—			(756	)
Class C		—			(4,378	)
Class R6		—			(1,284	)
Class IR		—			(2,538	)
Total Dividends and Distributions to Shareholders		—			(61,561	)
Capital Share Transactions, including direct exchanges pursuant to share class conversions for all periods presented, were as follows:(1)​
Class I:
Subscribed		151,602			313,332
Distributions Reinvested		—			31,657
Redeemed		(230,658	)		(532,631	)
Class A:
Subscribed		28,775			55,572
Distributions Reinvested		—			19,420
Redeemed		(86,353	)		(163,105	)
Class L:
Exchanged		1			7
Distributions Reinvested		—			722
Redeemed		(1,345	)		(3,152	)
Class C:
Subscribed		4,318			14,807
Distributions Reinvested		—			4,303
Redeemed		(30,186	)		(51,061	)
Class R6:
Subscribed		4,921			12,496
Distributions Reinvested		—			1,238
Redeemed		(36,073	)		(58,262	)
Class IR:
Distributions Reinvested		—			2,538
Redeemed		—			(27,332	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(194,998	)		(379,451	)
Total Increase in Net Assets		130,905			586,506
Net Assets:
Beginning of Period		2,836,803			2,250,297
End of Period	$	2,967,708		$	2,836,803

The accompanying notes are an integral part of the consolidated financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Global Opportunity Portfolio

Consolidated Statements of Changes in Net Assets (cont'd)	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
(1)   Capital Share Transactions:
Class I:
Shares Subscribed		4,683			12,247
Shares Issued on Distributions Reinvested		—			1,068
Shares Redeemed		(7,160	)		(20,846	)
Net Decrease in Class I Shares Outstanding		(2,477	)		(7,531	)
Class A:
Shares Subscribed		949			2,223
Shares Issued on Distributions Reinvested		—			697
Shares Redeemed		(2,835	)		(6,728	)
Net Decrease in Class A Shares Outstanding		(1,886	)		(3,808	)
Class L:
Shares Exchanged		—	@		1
Shares Issued on Distributions Reinvested		—			26
Shares Redeemed		(45	)		(130	)
Net Decrease in Class L Shares Outstanding		(45	)		(103	)
Class C:
Shares Subscribed		158			664
Shares Issued on Distributions Reinvested		—			170
Shares Redeemed		(1,093	)		(2,283	)
Net Decrease in Class C Shares Outstanding		(935	)		(1,449	)
Class R6:
Shares Subscribed		150			467
Shares Issued on Distributions Reinvested		—			41
Shares Redeemed		(1,114	)		(2,215	)
Net Decrease in Class R6 Shares Outstanding		(964	)		(1,707	)
Class IR:
Shares Issued on Distributions Reinvested		—			85
Shares Redeemed		—			(1,145	)
Net Decrease in Class IR Shares Outstanding		—			(1,060	)

@  Amount is less than 500 shares.

The accompanying notes are an integral part of the consolidated financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Global Opportunity Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	29.81		$	20.34		$	42.69		$	44.75		$	29.12		$	21.50
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.07	)		(0.13	)		(0.19	)		(0.36	)		(0.28	)		(0.12	)
Net Realized and Unrealized Gain (Loss)		3.59			10.24			(17.49	)		0.40			16.43			7.74
Total from Investment Operations		3.52			10.11			(17.68	)		0.04			16.15			7.62
Distributions from and/or in Excess of:
Net Realized Gain		—			(0.64	)		(4.67	)		(2.10	)		(0.52	)		—
Net Asset Value, End of Period	$	33.33		$	29.81		$	20.34		$	42.69		$	44.75		$	29.12
Total Return(3)​		11.81	%(4)​		49.70	%(5)​		(41.54	)%		0.22	%		55.47	%		35.44	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	1,664,257		$	1,562,251		$	1,219,122		$	4,591,358		$	4,498,617		$	2,220,219
Ratio of Expenses Before Expense Limitation		0.93	%(6)​		0.95	%		0.95	%		0.92	%		N/A			N/A
Ratio of Expenses After Expense Limitation		0.93	%(6)(7)​		0.90	%(7)(8)​		0.95	%(7)​		0.92	%(7)​		0.92	%(7)​		0.94	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			N/A			0.94	%(7)​
Ratio of Net Investment Loss		(0.43	)%(6)(7)​		(0.52	)%(7)(8)​		(0.64	)%(7)​		(0.78	)%(7)​		(0.79	)%(7)​		(0.44	)%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.01	%		0.01	%
Portfolio Turnover Rate		2	%(4)​		11	%		23	%		21	%		22	%		15	%

(1)  Not consolidated.

(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)  Performance was positively impacted by approximately 0.10% for Class I shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class I shares would have been 49.60%.

(6)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		0.95	%		(0.57	)%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Global Opportunity Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	28.01		$	19.20		$	40.86		$	43.04		$	28.10		$	20.81
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.11	)		(0.20	)		(0.26	)		(0.47	)		(0.35	)		(0.18	)
Net Realized and Unrealized Gain (Loss)		3.38			9.65			(16.73	)		0.39			15.81			7.47
Total from Investment Operations		3.27			9.45			(16.99	)		(0.08	)		15.46			7.29
Distributions from and/or in Excess of:
Net Realized Gain		—			(0.64	)		(4.67	)		(2.10	)		(0.52	)		—
Net Asset Value, End of Period	$	31.28		$	28.01		$	19.20		$	40.86		$	43.04		$	28.10
Total Return(3)​		11.67	%(4)​		49.29	%(5)​		(41.74	)%		(0.05	)%		55.03	%		35.03	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	923,720		$	880,157		$	676,246		$	1,539,078		$	1,697,016		$	1,070,124
Ratio of Expenses Before Expense Limitation		1.21	%(6)​		1.25	%		1.24	%		1.20	%		N/A			N/A
Ratio of Expenses After Expense Limitation		1.21	%(6)(7)​		1.20	%(7)(8)​		1.24	%(7)​		1.20	%(7)​		1.20	%(7)​		1.22	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			N/A			1.22	%(7)​
Ratio of Net Investment Loss		(0.70	)%(6)(7)​		(0.82	)%(7)(8)​		(0.94	)%(7)​		(1.06	)%(7)​		(1.06	)%(7)​		(0.72	)%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.01	%		0.01	%
Portfolio Turnover Rate		2	%(4)​		11	%		23	%		21	%		22	%		15	%

(1)  Not consolidated.

(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)  Not annualized.

(5)  Performance was positively impacted by approximately 0.05% for Class A shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class A shares would have been 49.24%.

(6)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.25	%		(0.87	)%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Global Opportunity Portfolio

	Class L
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	27.42		$	18.82		$	40.23		$	42.44		$	27.72		$	20.54
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.11	)		(0.22	)		(0.28	)		(0.48	)		(0.36	)		(0.19	)
Net Realized and Unrealized Gain (Loss)		3.29			9.46			(16.46	)		0.37			15.60			7.37
Total from Investment Operations		3.18			9.24			(16.74	)		(0.11	)		15.24			7.18
Distributions from and/or in Excess of:
Net Realized Gain		—			(0.64	)		(4.67	)		(2.10	)		(0.52	)		—
Net Asset Value, End of Period	$	30.60		$	27.42		$	18.82		$	40.23		$	42.44		$	27.72
Total Return(3)​		11.60	%(4)​		49.17	%(5)​		(41.77	)%		(0.12	)%		54.99	%		34.96	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	35,741		$	33,251		$	24,766		$	48,426		$	53,675		$	40,836
Ratio of Expenses Before Expense Limitation		1.73	%(6)​		1.80	%		1.76	%		1.69	%		1.71	%		1.74	%
Ratio of Expenses After Expense Limitation		1.28	%(6)(7)​		1.30	%(7)(8)​		1.31	%(7)​		1.24	%(7)​		1.25	%(7)​		1.28	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			N/A			1.28	%(7)​
Ratio of Net Investment Loss		(0.78	)%(6)(7)​		(0.92	)%(7)(8)​		(1.01	)%(7)​		(1.10	)%(7)​		(1.10	)%(7)​		(0.78	)%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.01	%		0.01	%
Portfolio Turnover Rate		2	%(4)​		11	%		23	%		21	%		22	%		15	%

(1)  Not consolidated.

(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)  Performance was positively impacted by approximately 0.05% for Class L shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class L shares would have been 49.12%.

(6)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class L shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.35	%		(0.97	)%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Global Opportunity Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	25.48		$	17.63		$	38.43		$	40.90		$	26.90		$	20.07
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.20	)		(0.34	)		(0.43	)		(0.74	)		(0.57	)		(0.35	)
Net Realized and Unrealized Gain (Loss)		3.07			8.83			(15.70	)		0.37			15.09			7.18
Total from Investment Operations		2.87			8.49			(16.13	)		(0.37	)		14.52			6.83
Distributions from and/or in Excess of:
Net Realized Gain		—			(0.64	)		(4.67	)		(2.10	)		(0.52	)		—
Net Asset Value, End of Period	$	28.35		$	25.48		$	17.63		$	38.43		$	40.90		$	26.90
Total Return(3)​		11.26	%(4)​		48.23	%(5)​		(42.15	)%		(0.77	)%		53.99	%		34.03	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	171,857		$	178,304		$	148,874		$	411,765		$	436,790		$	251,160
Ratio of Expenses Before Expense Limitation		1.94	%(6)​		1.96	%		1.95	%		1.90	%		N/A			N/A
Ratio of Expenses After Expense Limitation		1.94	%(6)(7)​		1.91	%(7)(8)​		1.95	%(7)​		1.90	%(7)​		1.91	%(7)​		1.94	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			N/A			1.94	%(7)​
Ratio of Net Investment Loss		(1.44	)%(6)(7)​		(1.53	)%(7)(8)​		(1.64	)%(7)​		(1.76	)%(7)​		(1.77	)%(7)​		(1.45	)%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.01	%		0.01	%
Portfolio Turnover Rate		2	%(4)​		11	%		23	%		21	%		22	%		15	%

(1)  Not consolidated.

(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)  Not annualized.

(5)  Performance was positively impacted by approximately 0.06% for Class C shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class C shares would have been 48.17%.

(6)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.96	%		(1.58	)%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Global Opportunity Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(2)​			2019(2)​
Net Asset Value, Beginning of Period	$	30.03		$	20.47		$	42.89		$	44.90		$	29.18		$	21.53
Income (Loss) from Investment Operations:
Net Investment Loss(3)​		(0.05	)		(0.12	)		(0.17	)		(0.31	)		(0.25	)		(0.14	)
Net Realized and Unrealized Gain (Loss)		3.62			10.32			(17.58	)		0.40			16.49			7.79
Total from Investment Operations		3.57			10.20			(17.75	)		0.09			16.24			7.65
Distributions from and/or in Excess of:
Net Realized Gain		—			(0.64	)		(4.67	)		(2.10	)		(0.52	)		—
Net Asset Value, End of Period	$	33.60		$	30.03		$	20.47		$	42.89		$	44.90		$	29.18
Total Return(4)​		11.89	%(5)​		49.82	%(6)​		(41.51	)%		0.33	%		55.67	%		35.53	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	34,877		$	60,134		$	75,921		$	287,811		$	367,927		$	124,173
Ratio of Expenses Before Expense Limitation		0.87	%(7)​		0.88	%		0.87	%		0.82	%		N/A			0.86	%
Ratio of Expenses After Expense Limitation		0.85	%(7)(8)​		0.83	%(8)(9)​		0.86	%(8)​		0.82	%(8)​		0.82	%(8)​		0.84	%(8)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			N/A			0.84	%(8)​
Ratio of Net Investment Loss		(0.35	)%(7)(8)​		(0.45	)%(8)(9)​		(0.57	)%(8)​		(0.68	)%(8)​		(0.70	)%(8)​		(0.51	)%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.01	%		0.01	%
Portfolio Turnover Rate		2	%(5)​		11	%		23	%		21	%		22	%		15	%

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(2)  Not consolidated.

(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)  Not annualized.

(6)  Performance was positively impacted by approximately 0.05% for Class R6 shares due to the reimbursement of transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class R6 shares would have been 49.77%.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		0.86	%		(0.48	)%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Global Opportunity Portfolio

	Class IR
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	30.08		$	20.50		$	42.94		$	44.96		$	29.22		$	21.56
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.05	)		(0.11	)		(0.16	)		(0.32	)		(0.24	)		(0.09	)
Net Realized and Unrealized Gain (Loss)		3.62			10.33			(17.61	)		0.40			16.50			7.75
Total from Investment Operations		3.57			10.22			(17.77	)		0.08			16.26			7.66
Distributions from and/or in Excess of:
Net Realized Gain		—			(0.64	)		(4.67	)		(2.10	)		(0.52	)		—
Net Asset Value, End of Period	$	33.65		$	30.08		$	20.50		$	42.94		$	44.96		$	29.22
Total Return(3)​		11.87	%(4)​		49.85	%(5)​		(41.51	)%		0.31	%		55.66	%		35.53	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	137,256		$	122,706		$	105,368		$	154,979		$	114,510		$	73,569
Ratio of Expenses Before Expense Limitation		0.85	%(6)​		0.86	%		0.86	%		0.82	%		N/A			N/A
Ratio of Expenses After Expense Limitation		0.85	%(6)(7)​		0.81	%(7)(8)​		0.86	%(7)​		0.82	%(7)​		0.82	%(7)​		0.84	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			N/A			0.84	%(7)​
Ratio of Net Investment Loss		(0.35	)%(6)(7)​		(0.43	)%(7)(8)​		(0.57	)%(7)​		(0.68	)%(7)​		(0.69	)%(7)​		(0.35	)%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.01	%		0.01	%
Portfolio Turnover Rate		2	%(4)​		11	%		23	%		21	%		22	%		15	%

(1)  Not consolidated.

(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)  Performance was positively impacted by approximately 0.05% for Class IR shares due to the reimbursement of transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class IR shares would have been 49.80%.

(6)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class IR shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		0.86	%		(0.48	)%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Consolidated Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying consolidated financial statements relates to the Global Opportunity Portfolio. The Fund seeks long-term capital appreciation.

The Fund has issued six classes of shares — Class I, Class A, Class L, Class C, Class R6 and Class IR. Class C shares will automatically convert to Class A shares eight years after the end of the calendar month in which the shares were purchased. 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 R6 and Class IR shares to new investors with certain exception. Effective January 2, 2023, the Fund recommenced offering Class I, Class A, Class C, Class R6 and 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 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 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 pooled investment vehicles and exchange-traded products that invest in bitcoin ("bitcoin

ETFs"). 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 and all accounting policies of the Subsidiary are consistent with those of the Fund. As of June 30, 2024, the Subsidiary represented 0% of the 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/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

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (4) when market quotations are not readily available as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (5) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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.)

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2024:

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	$	—	$	120,432	$	—		$	120,432
Banks		157,085		111,754		—			268,839
Broadline Retail		415,605		—		—			415,605
Electronic Equipment, Instruments & Components		—		39,304		—	†		39,304	†
Entertainment		239,003		—		—			239,003
Financial Services		202,258		20,480		—			222,738
Ground Transportation		294,669		—		—			294,669
Hotels, Restaurants & Leisure		174,095		103,717		—			277,812
Information Technology Services		116,717		—		—			116,717
Interactive Media & Services		191,816		17,138		—			208,954
Software		468,421		—		—			468,421
Textiles, Apparel & Luxury Goods		76,483		191,289		—			267,772
Total Common Stocks		2,336,152		604,114		—	†		2,940,266	†
Short-Term Investment
Investment Company		35,529		—		—			35,529
Total Assets	$	2,371,681	$	604,114	$	—	†	$	2,975,795	†

†  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.

	Common Stock (000)
Beginning Balance	$	—	†
Purchases		—
Sales		—
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, 2024	$	—

†  Includes a security valued at zero.

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

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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 U.S. 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.  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.

5.  Indemnifications: The Company enters into contracts that contain a variety of indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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. 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) net of applicable withholding taxes. 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, co-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.

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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
	0.80	%		0.75	%		0.70	%

For the six months ended June 30, 2024, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.73% 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 R6 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, 2024, approximately $6,000 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 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, 2024, this waiver amounted to approximately $79,000.

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 distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement,

19

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Consolidated Statement of Operations, amounted to approximately $18,000.

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $51,682,000 and $240,911,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by approximately $73,000 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	39,395	$	216,552	$	220,418	$	1,983

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	35,529

During the six months ended June 30, 2024, the Fund incurred less than $500 in brokerage commissions with Morgan Stanley & Co. LLC, an affiliate of the Adviser/Administrator and Distributor, for portfolio transactions executed on behalf of the Fund.

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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 RIC 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

20

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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 that 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, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:				2022 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	—	$	61,561	$	—	$	457,396

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 net operating loss, resulted in the following reclassifications among the compoents of net assets at December 31, 2023:

Total Distributable Earnings (000)		Paid-in- Capital (000)
$	15,129	$	(15,129	)

At December 31, 2024, 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)
$	—	$	48,422

I. Credit Facility: The Company and other Morgan Stanley funds participated in a $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 54.2%.

K. Market Risk and Risks Relating to Certain Financial Instruments:

Bitcoin: The Fund may have exposure to cryptocurrencies indirectly through cash settled futures bitcoin exposure or indirectly through bitcoin ETFs. 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 bitcoin ETFs (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the bitcoin ETFs investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile and subject to sharp declines. The value of cryptocurrencies is determined by the supply and demand for cryptocurrency in

21

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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 Bitcoin ETF exposure could result in substantial losses to the Fund.

Market: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

22

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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- and five-year periods but below its peer group average for the three-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 actual management fee and total expense ratio were higher than but close to its peer group averages and the contractual 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.

23

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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

(This page has been left blank intentionally.)

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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MGGPX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

Global Permanence Portfolio

Semi-Annual Financial Statements and Additional Information

June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Consolidated Portfolio of Investments	2
Consolidated Statement of Assets and Liabilities	4
Consolidated Statement of Operations	5
Consolidated Statements of Changes in Net Assets	6
Consolidated Financial Highlights	7
Notes to Consolidated Financial Statements	11
Investment Advisory Agreement Approval	20

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) 869-6397. 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.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments

Global Permanence Portfolio

	Shares		Value (000)
Common Stocks (94.1%)
Brazil (0.1%)
Vale SA		370	$	4
Canada (7.4%)
Cameco Corp.		890		44
Canadian National Railway Co.		1,594		188
Constellation Software, Inc.		16		46
FirstService Corp.		33		5
Topicus.com, Inc.		240		21
				304
France (12.7%)
Airbus SE		896		123
Christian Dior SE		185		134
EssilorLuxottica SA		102		22
Eurofins Scientific SE		3,220		161
Hermes International		2		5
L'Oreal SA		12		5
Remy Cointreau SA		42		3
Safran SA		311		66
				519
India (0.6%)
HDFC Bank Ltd. ADR		395		25
Italy (0.3%)
Brunello Cucinelli SpA		40		4
Ferrari NV		14		6
				10
Netherlands (1.3%)
ASML Holding NV (Registered)		46		47
Universal Music Group NV		190		6
				53
Switzerland (3.5%)
On Holding AG, Class A (a)		3,661		142
United Kingdom (12.3%)
Babcock International Group PLC		27,449		181
Rentokil Initial PLC		38,535		224
Victoria PLC (a)		44,347		100
				505
United States (55.9%)
Amazon.com, Inc. (a)		601		116
American Tower Corp. REIT		1,049		204
Birkenstock Holding PLC (a)		2,562		139
Brown & Brown, Inc.		252		23
Celsius Holdings, Inc. (a)		50		3
Cloudflare, Inc., Class A (a)		4,797		397
Danaher Corp.		623		156
Dollar General Corp.		775		103
Floor & Decor Holdings, Inc., Class A (a)		1,329		132
Intercontinental Exchange, Inc.		1,756		240
Linde PLC		12		5
MSCI, Inc.		129		62
Procore Technologies, Inc. (a)		2,001		133

	Shares		Value (000)
Royal Gold, Inc.		864	$	108
Royalty Pharma PLC, Class A		9,994		264
S&P Global, Inc.		104		46
Texas Pacific Land Corp.		191		140
Veralto Corp.		144		14
Waste Connections, Inc.		35		6
				2,291
Total Common Stocks (Cost $3,617)				3,853
Investment Company (2.4%)
United States (2.4%)
iShares Bitcoin Trust (a) (Cost $111)		2,863		98
	No. of Warrants
Warrants (0.0%)
Canada (0.0%)
Constellation Software, Inc. expires 3/31/40 (a) (Cost $—)		186		—
	Shares
Short-Term Investment (0.8%)
Investment Company (0.8%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G) (Cost $34)		33,587		34
Total Investments Excluding Purchased Options (97.3%) (Cost $3,762)				3,985
Total Purchased Options Outstanding (0.1%) (Cost $21)				5
Total Investments (97.4%) (Cost $3,783) (b)(c)(d)				3,990
Other Assets in Excess of Liabilities (2.6%)				106
Net Assets (100.0%)			$	4,096

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)  The approximate fair value and percentage of net assets, $1,034,000 and 25.2%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Consolidated Financial Statements.

(c)  Securities are available for collateral in connection with purchased options.

(d)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $580,000 and the aggregate gross unrealized depreciation is approximately $373,000, resulting in net unrealized appreciation of approximately $207,000.

ADR  American Depositary Receipt.

REIT  Real Estate Investment Trust.

The accompanying notes are an integral part of the consolidated financial statements.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2024:

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	7.69	Jan-25		1,578,869	$	1,579	$	3		$	6	$	(3	)
JPMorgan Chase Bank NA	USD/CNH	CNH	7.78	Mar-25		1,045,683		1,046		2			4		(2	)
JPMorgan Chase Bank NA	USD/CNH	CNH	7.79	Aug-24		2,624,782		2,625		—	@		11		(11	)
									$	5		$	21	$	(16	)

@    Value is less than $500.

CNH  —  Chinese Yuan Renminbi Offshore

USD  —  United States Dollar

Portfolio Composition

Classification	Percentage of Total Investments
Other*		30.4	%
Textiles, Apparel & Luxury Goods		10.7
Information Technology Services		10.0
Aerospace & Defense		9.3
Capital Markets		8.8
Life Sciences Tools & Services		8.0
Pharmaceuticals		6.6
Commercial Services & Supplies		6.1
Specialized REITs		5.1
Software		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.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Permanence Portfolio

Consolidated Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $3,749)	$	3,956
Investment in Security of Affiliated Issuer, at Value (Cost $34)		34
Total Investments in Securities, at Value (Cost $3,783)		3,990
Foreign Currency, at Value (Cost $9)		9
Cash		1
Due from Adviser		61
Receivable for Investments Sold		36
Dividends Receivable		2
Receivable from Affiliate		—	@
Other Assets		62
Total Assets		4,161
Liabilities:
Payable for Professional Fees		52
Payable for Custodian Fees		5
Payable for Sub Transfer Agency Fees — Class I		1
Payable for Sub Transfer Agency Fees — Class A		1
Payable for Sub Transfer Agency Fees — Class C		—	@
Payable for Administration Fees		—	@
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 R6		—	@
Payable for Shareholder Services Fees — Class A		—	@
Payable for Distribution and Shareholder Services Fees — Class C		—	@
Other Liabilities		6
Total Liabilities		65
Net Assets	$	4,096
Net Assets Consist of:
Paid-in-Capital	$	3,417
Total Distributable Earnings		679
Net Assets	$	4,096
CLASS I:
Net Assets	$	3,343
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		258,138
Net Asset Value, Offering and Redemption Price Per Share	$	12.95
CLASS A:
Net Assets	$	556
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		43,622
Net Asset Value, Redemption Price Per Share	$	12.74
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	0.71
Maximum Offering Price Per Share	$	13.45
CLASS C:
Net Assets	$	181
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		14,830
Net Asset Value, Offering and Redemption Price Per Share	$	12.23
CLASS R6:
Net Assets	$	16
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		1,264
Net Asset Value, Offering and Redemption Price Per Share	$	12.97

@  Amount is less than $500.

The accompanying notes are an integral part of the consolidated financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Permanence Portfolio

Consolidated Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $1 of Foreign Taxes Withheld)	$	23
Dividends from Security of Affiliated Issuer (Note G)		3
Total Investment Income		26
Expenses:
Professional Fees		79
Registration Fees		19
Advisory Fees (Note B)		18
Custodian Fees (Note F)		10
Shareholder Reporting Fees		8
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 R6 (Note E)		1
Administration Fees (Note C)		2
Pricing Fees		2
Shareholder Services Fees — Class A (Note D)		1
Distribution and Shareholder Services Fees — Class C (Note D)		1
Sub Transfer Agency Fees — Class I		1
Sub Transfer Agency Fees — Class A		1
Sub Transfer Agency Fees — Class C		—	@
Directors' Fees and Expenses		—	@
Other Expenses		9
Total Expenses		156
Expenses Reimbursed by Adviser (Note B)		(107	)
Waiver of Advisory Fees (Note B)		(18	)
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 R6 (Note B)		(1	)
Rebate from Morgan Stanley Affiliate (Note G)		(—	@)
Net Expenses		27
Net Investment Loss		(1	)
Realized Gain (Loss):
Investments Sold		564
Foreign Currency Translation		(—	@)
Net Realized Gain		564
Change in Unrealized Appreciation (Depreciation):
Investments		(417	)
Foreign Currency Translation		(—	@)
Net Change in Unrealized Appreciation (Depreciation)		(417	)
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		147
Net Increase in Net Assets Resulting from Operations	$	146

@  Amount is less than $500.

The accompanying notes are an integral part of the consolidated financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Global Permanence Portfolio

Consolidated Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Loss	$	(1	)	$	(1	)
Net Realized Gain		564			291
Net Change in Unrealized Appreciation (Depreciation)		(417	)		725
Net Increase in Net Assets Resulting from Operations		146			1,015
Dividends and Distributions to Shareholders:
Class I		—			(205	)
Class A		—			(98	)
Class C		—			(12	)
Class R6		—			(1	)
Total Dividends and Distributions to Shareholders		—			(316	)
Capital Share Transactions:(1)​
Class I:
Subscribed		254			1,736
Distributions Reinvested		—			205
Redeemed		(1,150	)		(1,668	)
Class A:
Subscribed		27			2,928
Distributions Reinvested		—			98
Redeemed		(1,364	)		(2,141	)
Class C:
Subscribed		—			913
Distributions Reinvested		—			12
Redeemed		(43	)		(790	)
Class R6:
Distributions Reinvested		—			1
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		(2,276	)		1,294
Total Increase (Decrease) in Net Assets		(2,130	)		1,993
Net Assets:
Beginning of Period		6,226			4,233
End of Period	$	4,096		$	6,226
(1)   Capital Share Transactions:
Class I:
Shares Subscribed		20			145
Shares Issued on Distributions Reinvested		—			17
Shares Redeemed		(92	)		(136	)
Net Increase (Decrease) in Class I Shares Outstanding		(72	)		26
Class A:
Shares Subscribed		2			249
Shares Issued on Distributions Reinvested		—			8
Shares Redeemed		(114	)		(182	)
Net Increase (Decrease) in Class A Shares Outstanding		(112	)		75
Class C:
Shares Subscribed		—			79
Shares Issued on Distributions Reinvested		—			1
Shares Redeemed		(4	)		(70	)
Net Increase (Decrease) in Class C Shares Outstanding		(4	)		10
Class R6:
Shares Issued on Distributions Reinvested		—			—	@

@  Amount is less than 500 shares.

The accompanying notes are an integral part of the consolidated financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Global Permanence Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,												Period from April 30, 2019(1)​ to
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(2)​			December 31, 2019(2)​
Net Asset Value, Beginning of Period	$	12.40		$	10.80		$	13.72		$	13.41		$	10.63		$	10.00
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(3)​		0.01			0.03			(0.00	)(4)​		(0.01	)		(0.03	)		0.04
Net Realized and Unrealized Gain (Loss)		0.54			2.22			(2.73	)		2.56			2.90			0.59
Total from Investment Operations		0.55			2.25			(2.73	)		2.55			2.87			0.63
Distributions from and/or in Excess of:
Net Investment Income		—			(0.02	)		—			(0.05	)		(0.07	)		—
Net Realized Gain		—			(0.63	)		(0.19	)		(2.19	)		(0.02	)		—
Total Distributions		—			(0.65	)		(0.19	)		(2.24	)		(0.09	)		—
Net Asset Value, End of Period	$	12.95		$	12.40		$	10.80		$	13.72		$	13.41		$	10.63
Total Return(5)​		4.44	%(6)​		20.92	%(7)​		(19.88	)%		19.73	%		27.06	%		6.30	%(6)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	3,343		$	4,089		$	3,278		$	3,947		$	3,202		$	2,471
Ratio of Expenses Before Expense Limitation		6.66	%(8)​		4.40	%		7.62	%		7.77	%		8.62	%		12.79	%(8)​
Ratio of Expenses After Expense Limitation		1.00	%(8)(9)​		0.85	%(9)(10)​		1.00	%(9)​		1.00	%(9)​		1.00	%(9)​		0.99	%(8)(9)​
Ratio of Net Investment Income (Loss)		0.14	%(8)(9)​		0.21	%(9)(10)​		(0.02	)%(9)​		(0.04	)%(9)​		(0.30	)%(9)​		0.53	%(8)(9)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(8)(11)​		0.01	%		0.00	%(11)​		0.00	%(11)​		0.00	%(11)​		0.01	%(8)​
Portfolio Turnover Rate		25	%(6)​		107	%		68	%		57	%		113	%		35	%(6)​

(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)  Not annualized.

(7)  Performance was positively impacted by approximately 0.19% for Class I shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class I shares would have been 20.73%.

(8)  Annualized.

(9)  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."

(10)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.99	%		0.07	%

(11)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Global Permanence Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,												Period from April 30, 2019(1)​ to
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(2)​			December 31, 2019(2)​
Net Asset Value, Beginning of Period	$	12.22		$	10.68		$	13.61		$	13.37		$	10.61		$	10.00
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(3)​		(0.01	)		(0.02	)		(0.02	)		(0.06	)		(0.07	)		0.01
Net Realized and Unrealized Gain (Loss)		0.53			2.19			(2.72	)		2.54			2.89			0.60
Total from Investment Operations		0.52			2.17			(2.74	)		2.48			2.82			0.61
Distributions from and/or in Excess of:
Net Investment Income		—			—			—			(0.05	)		(0.04	)		—
Net Realized Gain		—			(0.63	)		(0.19	)		(2.19	)		(0.02	)		—
Total Distributions		—			(0.63	)		(0.19	)		(2.24	)		(0.06	)		—
Net Asset Value, End of Period	$	12.74		$	12.22		$	10.68		$	13.61		$	13.37		$	10.61
Total Return(4)​		4.26	%(5)​		20.42	%(6)​		(20.11	)%		19.27	%		26.57	%		6.10	%(5)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	556		$	1,903		$	858		$	29		$	19		$	11
Ratio of Expenses Before Expense Limitation		7.34	%(7)​		4.69	%		8.05	%		17.77	%		26.08	%		30.61	%(7)​
Ratio of Expenses After Expense Limitation		1.35	%(7)(8)​		1.24	%(8)(9)​		1.35	%(8)​		1.35	%(8)​		1.35	%(8)​		1.34	%(7)(8)​
Ratio of Net Investment Income (Loss)		(0.20	)%(7)(8)​		(0.18	)%(8)(9)​		(0.20	)%(8)​		(0.42	)%(8)​		(0.65	)%(8)​		0.17	%(7)(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.01	%		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.01	%(7)​
Portfolio Turnover Rate		25	%(5)​		107	%		68	%		57	%		113	%		35	%(5)​

(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)  Not annualized.

(6)  Performance was positively impacted by approximately 0.20% for Class A shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class A shares would have been 20.22%.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.34	%		(0.28	)%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Global Permanence Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,												Period from April 30, 2019(1)​ to
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(2)​			December 31, 2019(2)​
Net Asset Value, Beginning of Period	$	11.77		$	10.38		$	13.34		$	13.24		$	10.56		$	10.00
Income (Loss) from Investment Operations:
Net Investment Loss(3)​		(0.06	)		(0.12	)		(0.14	)		(0.16	)		(0.15	)		(0.04	)
Net Realized and Unrealized Gain (Loss)		0.52			2.14			(2.63	)		2.50			2.85			0.60
Total from Investment Operations		0.46			2.02			(2.77	)		2.34			2.70			0.56
Distributions from and/or in Excess of:
Net Investment Income		—			—			—			(0.05	)		—			—
Net Realized Gain		—			(0.63	)		(0.19	)		(2.19	)		(0.02	)		—
Total Distributions		—			(0.63	)		(0.19	)		(2.24	)		(0.02	)		—
Net Asset Value, End of Period	$	12.23		$	11.77		$	10.38		$	13.34		$	13.24		$	10.56
Total Return(4)​		3.91	%(5)​		19.56	%(6)​		(20.74	)%		18.39	%		25.60	%		5.60	%(5)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	181		$	218		$	84		$	16		$	13		$	11
Ratio of Expenses Before Expense Limitation		8.83	%(7)​		5.69	%		15.54	%		24.91	%		28.45	%		31.59	%(7)​
Ratio of Expenses After Expense Limitation		2.10	%(7)(8)​		2.04	%(8)(9)​		2.10	%(8)​		2.10	%(8)​		2.10	%(8)​		2.09	%(7)(8)​
Ratio of Net Investment Loss		(0.95	)%(7)(8)​		(0.98	)%(8)(9)​		(1.29	)%(8)​		(1.13	)%(8)​		(1.40	)%(8)​		(0.57	)%(7)(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.01	%		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.01	%(7)​
Portfolio Turnover Rate		25	%(5)​		107	%		68	%		57	%		113	%		35	%(5)​

(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)  Not annualized.

(6)  Performance was positively impacted by approximately 0.20% for Class C shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class C shares would have been 19.36%.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		2.09	%		(1.03	)%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Global Permanence Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,												Period from April 30, 2019(2)​ to
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(3)​			December 31, 2019(3)​
Net Asset Value, Beginning of Period	$	12.42		$	10.82		$	13.73		$	13.42		$	10.64		$	10.00
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(4)​		0.01			0.03			0.00	(5)​		0.00	(5)​		(0.03	)		0.04
Net Realized and Unrealized Gain (Loss)		0.54			2.23			(2.72	)		2.55			2.91			0.60
Total from Investment Operations		0.55			2.26			(2.72	)		2.55			2.88			0.64
Distributions from and/or in Excess of:
Net Investment Income		—			(0.03	)		—			(0.05	)		(0.08	)		—
Net Realized Gain		—			(0.63	)		(0.19	)		(2.19	)		(0.02	)		—
Total Distributions		—			(0.66	)		(0.19	)		(2.24	)		(0.10	)		—
Net Asset Value, End of Period	$	12.97		$	12.42		$	10.82		$	13.73		$	13.42		$	10.64
Total Return(6)​		4.43	%(7)​		20.95	%(8)​		(19.79	)%		19.71	%		27.09	%		6.40	%(7)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	16		$	16		$	13		$	16		$	14		$	11
Ratio of Expenses Before Expense Limitation		20.10	%(9)​		21.25	%		22.37	%		22.49	%		26.62	%		30.53	%(9)​
Ratio of Expenses After Expense Limitation		0.95	%(9)(10)​		0.77	%(10)(11)​		0.95	%(10)​		0.95	%(10)​		0.95	%(10)​		0.94	%(9)(10)​
Ratio of Net Investment Income (Loss)		0.18	%(9)(10)​		0.28	%(10)(11)​		0.02	%(10)​		0.01	%(10)​		(0.24	)%(10)​		0.59	%(9)(10)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(9)(12)​		0.01	%		0.00	%(12)​		0.00	%(12)​		0.00	%(12)​		0.01	%(9)​
Portfolio Turnover Rate		25	%(7)​		107	%		68	%		57	%		113	%		35	%(7)​

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(2)  Commencement of Operations.

(3)  Not consolidated.

(4)  Per share amount is based on average shares outstanding.

(5)  Amount is less than $0.005 per share.

(6)  Calculated based on the net asset value as of the last business day of the period.

(7)  Not annualized.

(8)  Performance was positively impacted by approximately 0.19% for Class R6 shares due to the reimbursement of transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class R6 shares would have been 20.76%.

(9)  Annualized.

(10)  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."

(11)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.94	%		0.11	%

(12)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Consolidated Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying consolidated financial statements relates to the Global Permanence Portfolio. The Fund seeks long-term capital appreciation.

The Fund has issued four classes of shares — Class I, Class A, Class C and Class R6.

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 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 pooled investment vehicles and exchange-traded products that invest in bitcoin ("bitcoin ETFs"). 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 and all accounting policies of the Subsidiary are consistent with those of the Fund. As of June 30, 2024, the Subsidiary represented approximately $97,000 or approximately 2.36% of the 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/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/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

11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (5) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (6) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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.

12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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, 2024:

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	$	—	$	370		$	—	$	370
Automobiles		6		—			—		6
Banks		25		—			—		25
Beverages		3		3			—		6
Broadline Retail		116		—			—		116
Capital Markets		348		—			—		348
Chemicals		5		—			—		5
Commercial Services & Supplies		20		224			—		244
Consumer Staples Distribution & Retail		103		—			—		103
Entertainment		—		6			—		6
Ground Transportation		188		—			—		188
Health Care Equipment & Supplies		—		22			—		22
Household Durables		—		100			—		100
Information Technology Services		397		—			—		397
Insurance		23		—			—		23
Life Sciences Tools & Services		156		161			—		317
Metals & Mining		112		—			—		112
Oil, Gas & Consumable Fuels		184		—			—		184
Personal Care Products		—		5			—		5
Pharmaceuticals		264		—			—		264
Real Estate Management & Development		5		—			—		5
Semiconductors & Semiconductor Equipment		47		—			—		47
Software		200		—			—		200
Specialized REITs		204		—			—		204
Specialty Retail		132		—			—		132
Textiles, Apparel & Luxury Goods		281		143			—		424
Total Common Stocks		2,819		1,034			—		3,853
Investment Company		98		—			—		98
Warrants		—		—	†		—		—	†
Call Options Purchased		—		5			—		5
Short-Term Investment
Investment Company		34		—			—		34
Total Assets	$	2,951	$	1,039	†	$	—	$	3,990	†

†  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.

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

13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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 U.S. 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, risks arising from margin and payment requirements, risks arising from mispricing or valuation complexity and operational and legal risks. 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 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 ex-change 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 writes 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

14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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, 2024:

	Asset Derivatives Consolidated Statement of Assets and Liabilities Location	Primary Risk Exposure	Value (000)
Purchased Options	Investments, at Value (Purchased Options)	Currency Risk	$	5	(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, 2024 in accordance with ASC 815:

Realized Gain (Loss)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Investments (Purchased Options)	$	(14	)(a)

(a) Amounts are included in Realized Gain on 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)	$	4	(a)

(a) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.

At June 30, 2024, 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(b) (000)			Liabilities(b) (000)
Purchased Options	$	5	(a)	$	—

(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.

(b) 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 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.

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

The following table presents derivative financial instruments that are subject to enforceable netting arrangements as of June 30, 2024:

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	$	3	$	—	$	—	$	3
JPMorgan Chase Bank NA		2		—		—		2
Total	$	5	$	—	$	—	$	5

(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.

For the six months ended June 30, 2024, the approximate average monthly amount outstanding for each derivative type is as follows:

Purchased Options:
Average monthly notional amount	6,413,000

5.  Indemnifications: The Company enters into contracts that contain a variety of indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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. 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) net of applicable withholding taxes. 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, co-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, 2024, 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 R6 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, 2024, approximately $18,000 of advisory fees were waived and approximately $111,000 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

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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 distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer

Agency Fees" in the Consolidated Statement of Operations, amounted to less than $500.

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $1,087,000 and $3,358,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by less than $500 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	79	$	921	$	966	$	3

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	34

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

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

executed at the current market price in compliance with provisions of the Rule. For the six months ended June 30, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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 RIC 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, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:				2022 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	55	$	261	$	—	$	80

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, 2023.

At December 31, 2023, 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)
$	—	$	106

I. Credit Facility: The Company and other Morgan Stanley funds participated in a $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

J. Other: At June 30, 2024, 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 70.6%.

K. Market Risk and Risks Relating to Certain Financial Instruments:

Bitcoin: The Fund may have exposure to cryptocurrencies indirectly through cash settled futures bitcoin exposure or indirectly through bitcoin ETFs. 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 bitcoin ETFs (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the bitcoin ETFs investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile and subject to sharp declines. 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 Bitcoin ETF exposure could result in substantial losses to the Fund.

Market: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products

or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

19

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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 three-year period but below its peer group average for the one-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 actual management fee was lower than its peer group average, and its contractual 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 and total expense ratio were acceptable; and (ii) management fee 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 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.

June 30, 2024 (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.

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

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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MGKAX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

Global Real Estate Portfolio

Semi-Annual Financial Statements and Additional Information

June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Portfolio of Investments	2
Statement of Assets and Liabilities	4
Statement of Operations	6
Statements of Changes in Net Assets	7
Financial Highlights	9
Notes to Financial Statements	15
Investment Advisory Agreement Approval	22

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) 869-6397. 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.

June 30, 2024 (unaudited)

Portfolio of Investments

Global Real Estate Portfolio

	Shares		Value (000)
Common Stocks (99.3%)
Australia (6.0%)
Goodman Group REIT		58,469	$	1,349
National Storage REIT		138,756		212
Region Group REIT		203,581		284
Stockland REIT		141,079		391
				2,236
Belgium (1.0%)
Montea NV REIT		3,222		273
Shurgard Self Storage Ltd. REIT		2,911		112
				385
Canada (2.8%)
Boardwalk REIT		6,750		348
Chartwell Retirement Residences (Units) (a)		43,682		410
InterRent REIT		33,480		291
				1,049
France (2.1%)
Carmila SA REIT		12,273		207
Klepierre SA REIT		5,330		142
Unibail-Rodamco-Westfield REIT		5,540		438
				787
Germany (2.3%)
LEG Immobilien SE		4,491		367
Vonovia SE		17,005		484
				851
Hong Kong (1.6%)
Link REIT		43,529		169
Sun Hung Kai Properties Ltd.		33,867		294
Wharf Real Estate Investment Co. Ltd.		49,075		130
				593
Japan (9.9%)
Comforia Residential, Inc. REIT		115		227
Heiwa Real Estate, Inc. REIT		164		135
Hulic Co. Ltd.		17,200		153
Invincible Investment Corp. REIT		1,204		489
Japan Hotel REIT Investment Corp.		895		432
Japan Metropolitan Fund Invest REIT		200		113
Mitsubishi Estate Co. Ltd.		9,100		143
Mitsui Fudosan Co. Ltd.		87,500		805
Mitsui Fudosan Logistics Park, Inc. REIT		49		132
Nippon Building Fund, Inc. REIT (c)		82		288
Nippon Prologis, Inc. REIT		107		167
Star Asia Investment Corp. REIT		358		133
Sumitomo Realty & Development Co. Ltd.		17,200		508
				3,725
Netherlands (0.7%)
CTP NV		14,246		243

	Shares		Value (000)
Singapore (1.6%)
CapitaLand Integrated Commercial Trust REIT		159,148	$	232
Frasers Centrepoint Trust REIT		158,700		249
Mapletree Industrial Trust REIT		78,600		122
				603
Spain (0.7%)
Merlin Properties Socimi SA REIT		23,783		265
Sweden (1.3%)
Castellum AB (b)		25,491		311
Pandox AB		10,869		194
				505
Switzerland (0.4%)
PSP Swiss Property AG (Registered)		1,119		144
United Kingdom (4.6%)
Derwent London PLC REIT		6,927		198
Hammerson PLC REIT		341,066		120
Impact Healthcare PLC REIT		111,230		120
LondonMetric Property PLC REIT		80,262		195
Segro PLC REIT		46,449		526
Sirius Real Estate Ltd. REIT		140,825		167
UNITE Group PLC REIT		15,138		171
Workspace Group PLC REIT		33,153		248
				1,745
United States (64.3%)
Agree Realty Corp. REIT		8,057		499
Alexandria Real Estate Equities, Inc. REIT		5,488		642
American Homes 4 Rent, Class A REIT		26,075		969
Americold Realty Trust, Inc. REIT		11,839		302
AvalonBay Communities, Inc. REIT		8,521		1,763
Boston Properties, Inc. REIT		6,134		378
CareTrust REIT, Inc.		21,646		543
Digital Realty Trust, Inc. REIT		9,727		1,479
EastGroup Properties, Inc. REIT		2,381		405
Equinix, Inc. REIT		2,710		2,050
Essential Properties Realty Trust, Inc. REIT		9,726		269
Essex Property Trust, Inc. REIT		3,001		817
Extra Space Storage, Inc. REIT		6,572		1,021
Federal Realty Investment Trust REIT		4,835		488
Hilton Worldwide Holdings, Inc.		1,508		329
Host Hotels & Resorts, Inc. REIT		20,889		376
Iron Mountain, Inc. REIT		8,554		767
Kilroy Realty Corp. REIT		4,926		154
Kite Realty Group Trust REIT		12,800		286
Lamar Advertising Co., Class A REIT		1,596		191
Mid-America Apartment Communities, Inc. REIT		4,598		656
PACS Group, Inc. (b)		12,054		356
Prologis, Inc. REIT		14,998		1,684
Public Storage REIT		4,537		1,305

The accompanying notes are an integral part of the financial statements.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Portfolio of Investments (cont'd)

Global Real Estate Portfolio

	Shares		Value (000)
United States (cont'd)
Realty Income Corp. REIT		7,107	$	375
Rexford Industrial Realty, Inc. REIT		12,056		538
Simon Property Group, Inc. REIT		8,352		1,268
Sun Communities, Inc. REIT		4,102		494
Tanger, Inc. REIT		7,076		192
Urban Edge Properties REIT		13,252		245
VICI Properties, Inc. REIT		30,181		864
Welltower, Inc. REIT		23,868		2,488
				24,193
Total Common Stocks (Cost $29,729)				37,324
Short-Term Investment (0.7%)
Investment Company (0.7%)
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class, 5.14% (See Note G) (Cost $270)		270,142		270
Total Investments (100.0%) (Cost $29,999) including $280 of Securities Loaned (d)(e)				37,594
Other Assets in Excess of Liabilities (0.0%)‡				18
Net Assets (100.0%)			$	37,612

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.

‡  Amount is less than 0.05%.

(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, 2024.

(d)  The approximate fair value and percentage of net assets, $12,082,000 and 32.1%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Financial Statements.

(e)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $8,809,000 and the aggregate gross unrealized depreciation is approximately $1,214,000, resulting in net unrealized appreciation of approximately $7,595,000.

REIT  Real Estate Investment Trust.

Portfolio Composition

Classification	Percentage of Total Investments
Residential		17.5	%
Other*		15.5
Diversified		13.5
Retail		13.5
Health Care		12.1
Industrial		11.4
Data Centers		9.4
Self Storage		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.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Real Estate Portfolio

Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value(1)​ (Cost $29,729)	$	37,324
Investment in Security of Affiliated Issuer, at Value (Cost $270)		270
Total Investments in Securities, at Value (Cost $29,999)		37,594
Foreign Currency, at Value (Cost $66)		66
Dividends Receivable		153
Tax Reclaim Receivable		82
Due from Adviser		29
Receivable from Affiliate		1
Receivable from Securities Lending Income		—	@
Other Assets		103
Total Assets		38,028
Liabilities:
Deferred Capital Gain Country Tax		285
Payable for Professional Fees		37
Payable for Investments Purchased		30
Payable for Sub Transfer Agency Fees — Class I		11
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 Custodian Fees		10
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 L		—	@
Payable for Transfer Agency Fees — Class C		—	@
Payable for Transfer Agency Fees — Class R6		—	@
Payable for Transfer Agency Fees — Class IR		—	@
Payable for Shareholder Services Fees — Class A		—	@
Payable for Distribution and Shareholder Services Fees — Class L		—	@
Payable for Distribution and Shareholder Services Fees — Class C		—	@
Other Liabilities		41
Total Liabilities		416
Net Assets	$	37,612
Net Assets Consist of:
Paid-in-Capital	$	31,032
Total Distributable Earnings		6,580
Net Assets	$	37,612

The accompanying notes are an integral part of the financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Real Estate Portfolio

Statement of Assets and Liabilities (cont'd)	June 30, 2024 (000)
CLASS I:
Net Assets	$	35,654
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		8,167,047
Net Asset Value, Offering and Redemption Price Per Share	$	4.37
CLASS A:
Net Assets	$	1,183
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		272,169
Net Asset Value, Redemption Price Per Share	$	4.35
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	0.24
Maximum Offering Price Per Share	$	4.59
CLASS L:
Net Assets	$	103
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		23,860
Net Asset Value, Offering and Redemption Price Per Share	$	4.32
CLASS C:
Net Assets	$	52
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		12,792
Net Asset Value, Offering and Redemption Price Per Share	$	4.10
CLASS R6:
Net Assets	$	611
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		140,004
Net Asset Value, Offering and Redemption Price Per Share	$	4.36
CLASS IR:
Net Assets	$	9
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		1,991
Net Asset Value, Offering and Redemption Price Per Share	$	4.35
(1​)​ Including: Securities on Loan, at Value:	$	280

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Real Estate Portfolio

Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $24 of Foreign Taxes Withheld)	$	905
Dividends from Security of Affiliated Issuer (Note G)		6
Income from Securities Loaned — Net		—	@
Total Investment Income		911
Expenses:
Advisory Fees (Note B)		122
Professional Fees		76
Registration Fees		28
Sub Transfer Agency Fees — Class I		24
Sub Transfer Agency Fees — Class A		1
Sub Transfer Agency Fees — Class L		—	@
Sub Transfer Agency Fees — Class C		—	@
Administration Fees (Note C)		15
Custodian Fees (Note F)		14
Shareholder Reporting Fees		12
Transfer Agency Fees — Class I (Note E)		2
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 R6 (Note E)		2
Transfer Agency Fees — Class IR (Note E)		1
Pricing Fees		2
Shareholder Services Fees — Class A (Note D)		1
Distribution and Shareholder Services Fees — Class L (Note D)		—	@
Distribution and Shareholder Services Fees — Class C (Note D)		—	@
Directors' Fees and Expenses		1
Other Expenses		7
Total Expenses		311
Waiver of Advisory Fees (Note B)		(122	)
Reimbursement of Class Specific Expenses — Class I (Note B)		(17	)
Reimbursement of Class Specific Expenses — Class A (Note B)		(1	)
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 R6 (Note B)		(2	)
Reimbursement of Class Specific Expenses — Class IR (Note B)		(1	)
Expenses Reimbursed by Adviser (Note B)		(15	)
Rebate from Morgan Stanley Affiliate (Note G)		(—	@)
Net Expenses		151
Net Investment Income		760
Realized Loss:
Investments Sold		(216	)
Foreign Currency Translation		(3	)
Net Realized Loss		(219	)
Change in Unrealized Appreciation (Depreciation):
Investments		(728	)
Foreign Currency Translation		(2	)
Net Change in Unrealized Appreciation (Depreciation)		(730	)
Net Realized Loss and Change in Unrealized Appreciation (Depreciation)		(949	)
Net Decrease in Net Assets Resulting from Operations	$	(189	)

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Global Real Estate Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	760		$	1,687
Net Realized Gain (Loss)		(219	)		20
Net Change in Unrealized Appreciation (Depreciation)		(730	)		2,900
Net Increase (Decrease) in Net Assets Resulting from Operations		(189	)		4,607
Dividends and Distributions to Shareholders:
Class I		—			(1,900	)
Class A		—			(66	)
Class L		—			(5	)
Class C		—			(3	)
Class R6		—			(38	)
Class IR		—			(—	@)
Total Dividends and Distributions to Shareholders		—			(2,012	)
Capital Share Transactions, including direct exchanges pursuant to share class conversions for all periods presented, were as follows:(1)​
Class I:
Subscribed		174			365
Distributions Reinvested		—			1,818
Redeemed		(1,392	)		(3,191	)
Class A:
Subscribed		8			21
Distributions Reinvested		—			66
Redeemed		(118	)		(586	)
Class L:
Distributions Reinvested		—			5
Redeemed		—			(250	)
Class C:
Distributions Reinvested		—			3
Redeemed		(18	)		(64	)
Class R6:
Subscribed		5			34
Distributions Reinvested		—			35
Redeemed		(108	)		(241	)
Class IR:
Distributions Reinvested		—			—	@
Net Decrease in Net Assets Resulting from Capital Share Transactions		(1,449	)		(1,985	)
Total Increase (Decrease) in Net Assets		(1,638	)		610
Net Assets:
Beginning of Period		39,250			38,640
End of Period	$	37,612		$	39,250

The accompanying notes are an integral part of the financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Global Real Estate Portfolio

Statements of Changes in Net Assets (cont'd)	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
(1)   Capital Share Transactions:
Class I:
Shares Subscribed		41			86
Shares Issued on Distributions Reinvested		—			421
Shares Redeemed		(325	)		(749	)
Net Decrease in Class I Shares Outstanding		(284	)		(242	)
Class A:
Shares Subscribed		2			5
Shares Issued on Distributions Reinvested		—			15
Shares Redeemed		(28	)		(137	)
Net Decrease in Class A Shares Outstanding		(26	)		(117	)
Class L:
Shares Issued on Distributions Reinvested		—			1
Shares Redeemed		—			(65	)
Net Decrease in Class L Shares Outstanding		—			(64	)
Class C:
Shares Issued on Distributions Reinvested		—			1
Shares Redeemed		(4	)		(16	)
Net Decrease in Class C Shares Outstanding		(4	)		(15	)
Class R6:
Shares Subscribed		1			8
Shares Issued on Distributions Reinvested		—			8
Shares Redeemed		(25	)		(57	)
Net Decrease in Class R6 Shares Outstanding		(24	)		(41	)
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.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Real Estate Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	4.38		$	4.10		$	7.24		$	8.26		$	9.87		$	9.19
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.09			0.19			0.15			0.09			0.15			0.24
Net Realized and Unrealized Gain (Loss)		(0.10	)		0.33			(2.04	)		1.79			(1.57	)		1.43
Total from Investment Operations		(0.01	)		0.52			(1.89	)		1.88			(1.42	)		1.67
Distributions from and/or in Excess of:
Net Investment Income		—			(0.20	)		(0.08	)		(1.57	)		(0.11	)		(0.54	)
Net Realized Gain		—			(0.04	)		(1.17	)		(1.33	)		(0.08	)		(0.45	)
Total Distributions		—			(0.24	)		(1.25	)		(2.90	)		(0.19	)		(0.99	)
Net Asset Value, End of Period	$	4.37		$	4.38		$	4.10		$	7.24		$	8.26		$	9.87
Total Return(2)​		(0.23	)%(3)​		12.68	%(4)​		(26.03	)%		23.99	%		(14.33	)%		18.35	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	35,654		$	37,042		$	35,613		$	59,614		$	84,874		$	323,386
Ratio of Expenses Before Expense Limitation		1.63	%(5)​		1.83	%		1.72	%		1.12	%		1.20	%		1.05	%
Ratio of Expenses After Expense Limitation		0.80	%(5)(6)​		0.90	%(6)(7)(8)​		1.00	%(6)​		0.94	%(6)​		1.01	%(6)(9)​		1.00	%(6)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.00	%(6)​		0.93	%(6)​		1.00	%(6)​		1.00	%(6)​
Ratio of Net Investment Income		4.08	%(5)(6)​		4.50	%(6)(8)​		2.52	%(6)​		1.03	%(6)​		1.86	%(6)​		2.36	%(6)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(5)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​
Portfolio Turnover Rate		27	%(3)​		73	%		87	%		135	%		51	%		24	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value as of the last business day of the period.

(3)  Not annualized.

(4)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class I shares.

(5)  Annualized.

(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)  Effective December 11, 2023, 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 December 11, 2023, the maximum ratio was 1.00% for Class I shares.

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.99	%		4.41	%

(9)  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.

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Real Estate Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	4.37		$	4.09		$	7.22		$	8.25		$	9.85		$	9.17
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.08			0.18			0.13			0.05			0.13			0.21
Net Realized and Unrealized Gain (Loss)		(0.10	)		0.32			(2.02	)		1.79			(1.58	)		1.41
Total from Investment Operations		(0.02	)		0.50			(1.89	)		1.84			(1.45	)		1.62
Distributions from and/or in Excess of:
Net Investment Income		—			(0.18	)		(0.07	)		(1.54	)		(0.07	)		(0.49	)
Net Realized Gain		—			(0.04	)		(1.17	)		(1.33	)		(0.08	)		(0.45	)
Total Distributions		—			(0.22	)		(1.24	)		(2.87	)		(0.15	)		(0.94	)
Net Asset Value, End of Period	$	4.35		$	4.37		$	4.09		$	7.22		$	8.25		$	9.85
Total Return(2)​		(0.46	)%(3)​		12.28	%(4)​		(26.10	)%		23.47	%		(14.65	)%		17.90	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	1,183		$	1,304		$	1,698		$	3,368		$	4,316		$	10,728
Ratio of Expenses Before Expense Limitation		2.12	%(5)​		2.34	%		1.74	%		2.05	%		1.90	%		1.37	%
Ratio of Expenses After Expense Limitation		1.15	%(5)(6)​		1.26	%(6)(7)(8)​		1.16	%(6)​		1.36	%(6)(9)​		1.36	%(6)(9)​		1.35	%(6)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.15	%(6)​		1.35	%(6)​		1.35	%(6)​		1.35	%(6)​
Ratio of Net Investment Income		3.73	%(5)(6)​		4.14	%(6)(8)​		2.17	%(6)​		0.57	%(6)​		1.63	%(6)​		2.00	%(6)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(5)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​
Portfolio Turnover Rate		27	%(3)​		73	%		87	%		135	%		51	%		24	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.

(3)  Not annualized.

(4)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class A shares.

(5)  Annualized.

(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)  Effective December 11, 2023, 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 December 11, 2023, the maximum ratio was 1.35% for Class A shares.

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.33	%		4.07	%

(9)  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.

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Real Estate Portfolio

	Class L
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	4.35		$	4.03		$	7.14		$	8.18		$	9.75		$	9.09
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.07			0.15			0.10			0.01			0.08			0.16
Net Realized and Unrealized Gain (Loss)		(0.10	)		0.33			(2.01	)		1.77			(1.56	)		1.40
Total from Investment Operations		(0.03	)		0.48			(1.91	)		1.78			(1.48	)		1.56
Distributions from and/or in Excess of:
Net Investment Income		—			(0.12	)		(0.03	)		(1.49	)		(0.01	)		(0.45	)
Net Realized Gain		—			(0.04	)		(1.17	)		(1.33	)		(0.08	)		(0.45	)
Total Distributions		—			(0.16	)		(1.20	)		(2.82	)		(0.09	)		(0.90	)
Net Asset Value, End of Period	$	4.32		$	4.35		$	4.03		$	7.14		$	8.18		$	9.75
Total Return(2)​		(0.69	)%(3)​		11.73	%(4)​		(26.76	)%		22.94	%		(15.17	)%		17.37	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	103		$	104		$	352		$	521		$	522		$	1,419
Ratio of Expenses Before Expense Limitation		4.37	%(5)​		3.31	%		2.84	%		2.30	%		2.08	%		1.91	%
Ratio of Expenses After Expense Limitation		1.65	%(5)(6)​		1.82	%(6)(7)(8)​		1.85	%(6)​		1.86	%(6)(9)​		1.86	%(6)(9)​		1.85	%(6)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.85	%(6)​		1.85	%(6)​		1.85	%(6)​		1.85	%(6)​
Ratio of Net Investment Income		3.23	%(5)(6)​		3.58	%(6)(8)​		1.71	%(6)​		0.12	%(6)​		1.07	%(6)​		1.54	%(6)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(5)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​
Portfolio Turnover Rate		27	%(3)​		73	%		87	%		135	%		51	%		24	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value as of the last business day of the period.

(3)  Not annualized.

(4)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class L shares.

(5)  Annualized.

(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)  Effective December 11, 2023, 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 December 11, 2023, the maximum ratio was 1.85% for Class L shares.

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class L shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.84	%		3.56	%

(9)  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.

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Real Estate Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	4.14		$	3.87		$	6.90		$	8.01		$	9.56		$	8.92
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(1)​		0.06			0.14			0.07			(0.00	)(2)​		0.08			0.13
Net Realized and Unrealized Gain (Loss)		(0.10	)		0.31			(1.93	)		1.71			(1.54	)		1.37
Total from Investment Operations		(0.04	)		0.45			(1.86	)		1.71			(1.46	)		1.50
Distributions from and/or in Excess of:
Net Investment Income		—			(0.14	)		—			(1.49	)		(0.01	)		(0.41	)
Net Realized Gain		—			(0.04	)		(1.17	)		(1.33	)		(0.08	)		(0.45	)
Total Distributions		—			(0.18	)		(1.17	)		(2.82	)		(0.09	)		(0.86	)
Net Asset Value, End of Period	$	4.10		$	4.14		$	3.87		$	6.90		$	8.01		$	9.56
Total Return(3)​		(0.97	)%(4)​		11.57	%(5)​		(26.97	)%		22.54	%		(15.26	)%		16.98	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	52		$	71		$	126		$	569		$	225		$	397
Ratio of Expenses Before Expense Limitation		6.50	%(6)​		5.87	%		3.49	%		2.94	%		2.96	%		2.51	%
Ratio of Expenses After Expense Limitation		1.90	%(6)(7)​		2.02	%(7)(8)(9)​		2.10	%(7)​		2.11	%(7)(10)​		2.11	%(7)(10)​		2.10	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			2.10	%(7)​		2.10	%(7)​		2.10	%(7)​		2.10	%(7)​
Ratio of Net Investment Income (Loss)		2.97	%(6)(7)​		3.40	%(7)(9)​		1.11	%(7)​		(0.03	)%(7)​		1.00	%(7)​		1.26	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(11)​		0.00	%(11)​		0.00	%(11)​		0.00	%(11)​		0.00	%(11)​		0.00	%(11)​
Portfolio Turnover Rate		27	%(4)​		73	%		87	%		135	%		51	%		24	%

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class C shares.

(6)  Annualized.

(7)  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."

(8)  Effective December 11, 2023, 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 December 11, 2023, the maximum ratio was 2.10% for Class C shares.

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		2.08	%		3.34	%

(10)  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.

(11)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Real Estate Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	4.38		$	4.09		$	7.23		$	8.25		$	9.87		$	9.19
Income (Loss) from Investment Operations:
Net Investment Income(2)​		0.09			0.19			0.14			0.08			0.17			0.25
Net Realized and Unrealized Gain (Loss)		(0.11	)		0.34			(2.02	)		1.80			(1.59	)		1.43
Total from Investment Operations		(0.02	)		0.53			(1.88	)		1.88			(1.42	)		1.68
Distributions from and/or in Excess of:
Net Investment Income		—			(0.20	)		(0.09	)		(1.57	)		(0.12	)		(0.55	)
Net Realized Gain		—			(0.04	)		(1.17	)		(1.33	)		(0.08	)		(0.45	)
Total Distributions		—			(0.24	)		(1.26	)		(2.90	)		(0.20	)		(1.00	)
Net Asset Value, End of Period	$	4.36		$	4.38		$	4.09		$	7.23		$	8.25		$	9.87
Total Return(3)​		(0.46	)%(4)​		13.02	%(5)​		(26.05	)%		24.02	%		(14.36	)%		18.43	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	611		$	720		$	843		$	22,479		$	218,100		$	350,363
Ratio of Expenses Before Expense Limitation		2.01	%(6)​		2.30	%		1.59	%		1.13	%		1.01	%		0.94	%
Ratio of Expenses After Expense Limitation		0.75	%(6)(7)​		0.85	%(7)(8)(9)​		0.94	%(7)​		0.95	%(7)(10)​		0.95	%(7)(10)​		0.94	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			0.94	%(7)​		0.94	%(7)​		0.94	%(7)​		0.94	%(7)​
Ratio of Net Investment Income		4.13	%(6)(7)​		4.55	%(7)(9)​		2.21	%(7)​		0.93	%(7)​		2.21	%(7)​		2.41	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(11)​		0.00	%(11)​		0.00	%(11)​		0.00	%(11)​		0.00	%(11)​		0.00	%(11)​
Portfolio Turnover Rate		27	%(4)​		73	%		87	%		135	%		51	%		24	%

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(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)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class R6 shares.

(6)  Annualized.

(7)  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."

(8)  Effective December 11, 2023, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.75% for Class R6 shares. Prior to December 11, 2023, the maximum ratio was 0.94% for Class R6 shares.

(9)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.93	%		4.47	%

(10)  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.

(11)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Real Estate Portfolio

	Class IR
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	4.37		$	4.09		$	7.23		$	8.25		$	9.87		$	9.19
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.09			0.19			0.15			0.04			0.18			0.25
Net Realized and Unrealized Gain (Loss)		(0.11	)		0.33			(2.03	)		1.84			(1.60	)		1.43
Total from Investment Operations		(0.02	)		0.52			(1.88	)		1.88			(1.42	)		1.68
Distributions from and/or in Excess of:
Net Investment Income		—			(0.20	)		(0.09	)		(1.57	)		(0.12	)		(0.55	)
Net Realized Gain		—			(0.04	)		(1.17	)		(1.33	)		(0.08	)		(0.45	)
Total Distributions		—			(0.24	)		(1.26	)		(2.90	)		(0.20	)		(1.00	)
Net Asset Value, End of Period	$	4.35		$	4.37		$	4.09		$	7.23		$	8.25		$	9.87
Total Return(2)​		(0.46	)%(3)​		12.77	%(4)​		(26.01	)%		24.08	%		(14.36	)%		18.44	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	9		$	9		$	8		$	10		$	8		$	10
Ratio of Expenses Before Expense Limitation		25.08	%(5)​		27.75	%		23.96	%		23.02	%		26.07	%		21.38	%
Ratio of Expenses After Expense Limitation		0.75	%(5)(6)​		0.84	%(6)(7)(8)​		0.94	%(6)​		0.95	%(6)(9)​		0.95	%(6)(9)​		0.94	%(6)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			0.94	%(6)​		0.94	%(6)​		0.94	%(6)​		0.94	%(6)​
Ratio of Net Investment Income		4.13	%(5)(6)​		4.54	%(6)(8)​		2.52	%(6)​		0.46	%(6)​		2.37	%(6)​		2.45	%(6)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(5)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​
Portfolio Turnover Rate		27	%(3)​		73	%		87	%		135	%		51	%		24	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value as of the last business day of the period.

(3)  Not annualized.

(4)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class IR shares.

(5)  Annualized.

(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)  Effective December 11, 2023, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.75% for Class IR shares. Prior to December 11, 2023, the maximum ratio was 0.94% for Class IR shares.

(8)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class IR shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.93	%		4.45	%

(9)  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.

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying financial statements relates to the Global Real Estate Portfolio. The Fund seeks to provide current income and capital appreciation.

The Fund has issued six classes of shares — Class I, Class A, Class L, Class C, Class R6 and Class IR. Class C shares will automatically convert to Class A shares eight years after the end of the calendar month in which the shares were purchased. 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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (5) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2024:

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
Data Centers	$	3,529	$	—	$	—	$	3,529
Diversified		—		5,086		—		5,086
Health Care		4,439		120		—		4,559
Industrial		2,929		1,341		—		4,270
Industrial/Office Mixed		—		673		—		673
Lodging/Resorts		705		1,115		—		1,820

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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)
Office	$	532	$	734	$	—	$	1,266
Residential		5,338		1,249		—		6,587
Retail		3,622		1,440		—		5,062
Self Storage		2,326		324		—		2,650
Specialty		1,822		—		—		1,822
Total Common Stocks		25,242		12,082		—		37,324
Short-Term Investment
Investment Company		270		—		—		270
Total Assets	$	25,512	$	12,082	$	—	$	37,594

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 U.S. 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.

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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.

Gross Amount Not Offset in the Statement of Assets and Liabilities
Gross Asset Amount Presented in the Statement of Assets and Liabilities (000)			Financial Instrument (000)		Collateral Received (000)			Net Amount (not less than $0) (000)
$	280	(a)	$	—	$	(280	)(b)(c)	$	0

(a) Represents market value of loaned securities at period end.

(b) The Fund received non-cash collateral of approximately $295,000 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 indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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. 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) net of applicable withholding taxes. 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, co-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
	0.65	%		0.60	%

For the six months ended June 30, 2024, 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, 1.65% for Class L shares, 1.90% for Class C shares, 0.75% for Class R6 shares and 0.75% 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, 2024,

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

approximately $122,000 of advisory fees were waived and approximately $38,000 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, 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 distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to less than $500.

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $10,058,000 and $10,672,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio (the "Liquidity Fund"), 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

19

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

the advisory and administration fees paid by the Fund due to its investment in the Liquidity Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by less than $500 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	417	$	3,386	$	3,533	$	6

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	270

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:				2022 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	1,710	$	302	$	6,952	$	2,406

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.

20

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

The Fund had no permanent differences causing reclassifications among the components of net assets for the year ended December 31, 2023.

At December 31, 2023, 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)
$	186	$	—

At December 31, 2023, the Fund had available for federal income tax purposes unused short-term capital losses of approximately $609,000 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 $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 74.1%.

K. Market Risk: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and

pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

21

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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 but below its peer group average for the 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 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 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.

June 30, 2024 (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.

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

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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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MRLBX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

Global Stars Portfolio

(formerly Global Sustain Portfolio)

Semi-Annual Financial Statements and Additional Information

June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Portfolio of Investments	2
Statement of Assets and Liabilities	3
Statement of Operations	5
Statements of Changes in Net Assets	6
Financial Highlights	8
Notes to Financial Statements	13
Investment Advisory Agreement Approval	20

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) 869-6397. 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.

June 30, 2024 (unaudited)

Portfolio of Investments

Global Stars Portfolio

	Shares		Value (000)
Common Stocks (97.4%)
Australia (4.0%)
CSL Ltd.		11,186	$	2,194
Xero Ltd. (a)		14,723		1,331
				3,525
Canada (3.1%)
Constellation Software, Inc.		940		2,708
China (3.4%)
Kweichow Moutai Co. Ltd., Class A		6,400		1,290
Tencent Holdings Ltd. (b)		35,800		1,698
				2,988
Germany (7.1%)
SAP SE		30,802		6,187
Netherlands (2.0%)
Universal Music Group NV		58,012		1,726
Switzerland (2.0%)
On Holding AG, Class A (a)		45,082		1,749
Taiwan (3.0%)
Taiwan Semiconductor Manufacturing Co. Ltd. ADR		15,237		2,648
United Kingdom (7.5%)
Experian PLC		56,353		2,618
Halma PLC		64,484		2,198
RELX PLC (LSE)		38,361		1,758
				6,574
United States (65.3%)
Adobe, Inc. (a)		3,320		1,844
Alphabet, Inc., Class A		29,760		5,421
Aon PLC, Class A		9,344		2,743
Arthur J Gallagher & Co.		10,340		2,681
Automatic Data Processing, Inc.		7,863		1,877
Booking Holdings, Inc.		656		2,599
Broadridge Financial Solutions, Inc.		10,968		2,161
IDEXX Laboratories, Inc. (a)		2,684		1,308
Intercontinental Exchange, Inc.		25,469		3,487
IQVIA Holdings, Inc. (a)		11,494		2,430
Microsoft Corp.		11,618		5,193
Netflix, Inc. (a)		3,216		2,170
Old Dominion Freight Line, Inc.		7,383		1,304
Roper Technologies, Inc.		3,311		1,866
S&P Global, Inc.		4,900		2,185
Salesforce, Inc.		9,069		2,332
Thermo Fisher Scientific, Inc.		5,139		2,842
Tradeweb Markets, Inc., Class A		24,892		2,639
UnitedHealth Group, Inc.		5,685		2,895
Visa, Inc., Class A		20,811		5,462
Zoetis, Inc.		10,333		1,791
				57,230
Total Common Stocks (Cost $67,875)				85,335

	No. of Warrants		Value (000)
Warrants (0.0%)
Canada (0.0%)
Constellation Software, Inc. expires 3/31/40 (a) (Cost $—)		1,639	$	—
	Shares
Short-Term Investment (3.7%)
Investment Company (3.7%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G) (Cost $3,233)		3,232,976		3,233
Total Investments (101.1%) (Cost $71,108) (c)(d)				88,568
Liabilities in Excess of Other Assets (–1.1%)				(953	)
Net Assets (100.0%)			$	87,615

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)  The approximate fair value and percentage of net assets, $21,000,000 and 24.0%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Financial Statements.

(d)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $17,765,000 and the aggregate gross unrealized depreciation is approximately $305,000, resulting in net unrealized appreciation of approximately $17,460,000.

ADR  American Depositary Receipt.

LSE  London Stock Exchange.

Portfolio Composition

Classification	Percentage of Total Investments
Other*		30.8	%
Software		24.2
Professional Services		9.4
Capital Markets		9.4
Interactive Media & Services		8.0
Financial Services		6.2
Insurance		6.1
Life Sciences Tools & Services		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.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Stars Portfolio

Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $67,875)	$	85,335
Investment in Security of Affiliated Issuer, at Value (Cost $3,233)		3,233
Total Investments in Securities, at Value (Cost $71,108)		88,568
Foreign Currency, at Value (Cost $667)		662
Receivable for Investments Sold		9,848
Dividends Receivable		53
Tax Reclaim Receivable		47
Receivable from Affiliate		5
Receivable for Fund Shares Sold		1
Other Assets		60
Total Assets		99,244
Liabilities:
Payable for Investments Purchased		11,425
Payable for Advisory Fees		106
Payable for Professional Fees		55
Payable for Fund Shares Redeemed		12
Payable for Sub Transfer Agency Fees — Class I		7
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		6
Payable for Custodian Fees		6
Payable for Shareholder Services Fees — Class A		1
Payable for Distribution and Shareholder Services Fees — Class L		1
Payable for Distribution and Shareholder Services Fees — Class C		3
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 R6		—	@
Other Liabilities		4
Total Liabilities		11,629
Net Assets	$	87,615
Net Assets Consist of:
Paid-in-Capital	$	63,518
Total Distributable Earnings		24,097
Net Assets	$	87,615

The accompanying notes are an integral part of the financial statements.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Stars Portfolio

Statement of Assets and Liabilities (cont'd)	June 30, 2024 (000)
CLASS I:
Net Assets	$	75,972
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		3,877,336
Net Asset Value, Offering and Redemption Price Per Share	$	19.59
CLASS A:
Net Assets	$	6,180
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		317,231
Net Asset Value, Redemption Price Per Share	$	19.48
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	1.08
Maximum Offering Price Per Share	$	20.56
CLASS L:
Net Assets	$	1,315
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		69,578
Net Asset Value, Offering and Redemption Price Per Share	$	18.90
CLASS C:
Net Assets	$	4,113
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		224,110
Net Asset Value, Offering and Redemption Price Per Share	$	18.35
CLASS R6:
Net Assets	$	35
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		1,799
Net Asset Value, Offering and Redemption Price Per Share	$	19.60

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Global Stars Portfolio

Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $26 of Foreign Taxes Withheld)	$	747
Dividends from Security of Affiliated Issuer (Note G)		39
Total Investment Income		786
Expenses:
Advisory Fees (Note B)		366
Professional Fees		78
Sub Transfer Agency Fees — Class I		42
Sub Transfer Agency Fees — Class A		2
Sub Transfer Agency Fees — Class L		—	@
Sub Transfer Agency Fees — Class C		1
Administration Fees (Note C)		42
Shareholder Services Fees — Class A (Note D)		8
Distribution and Shareholder Services Fees — Class L (Note D)		5
Distribution and Shareholder Services Fees — Class C (Note D)		20
Registration Fees		25
Custodian Fees (Note F)		11
Shareholder Reporting Fees		9
Transfer Agency Fees — Class I (Note E)		2
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 R6 (Note E)		1
Pricing Fees		1
Directors' Fees and Expenses		1
Other Expenses		8
Total Expenses		626
Waiver of Advisory Fees (Note B)		(96	)
Reimbursement of Class Specific Expenses — Class I (Note B)		(25	)
Reimbursement of Class Specific Expenses — Class A (Note B)		(—	@)
Reimbursement of Class Specific Expenses — Class L (Note B)		(—	@)
Reimbursement of Class Specific Expenses — Class C (Note B)		(—	@)
Reimbursement of Class Specific Expenses — Class R6 (Note B)		(1	)
Rebate from Morgan Stanley Affiliate (Note G)		(1	)
Net Expenses		503
Net Investment Income		283
Realized Gain:
Investments Sold		12,291
Foreign Currency Translation		19
Net Realized Gain		12,310
Change in Unrealized Appreciation (Depreciation):
Investments		(6,019	)
Foreign Currency Translation		(11	)
Net Change in Unrealized Appreciation (Depreciation)		(6,030	)
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		6,280
Net Increase in Net Assets Resulting from Operations	$	6,563

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Global Stars Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	283		$	404
Net Realized Gain (Loss)		12,310			(2,166	)
Net Change in Unrealized Appreciation (Depreciation)		(6,030	)		19,971
Net Increase in Net Assets Resulting from Operations		6,563			18,209
Dividends and Distributions to Shareholders:
Class I		—			(379	)
Class A		—			(6	)
Class R6		—			(72	)
Total Dividends and Distributions to Shareholders		—			(457	)
Capital Share Transactions, including direct exchanges pursuant to share class conversions for all periods presented, were as follows:(1)​
Class I:
Subscribed		5,102			24,977
Distributions Reinvested		—			372
Redeemed		(15,526	)		(13,229	)
Class A:
Subscribed		948			721
Distributions Reinvested		—			6
Redeemed		(904	)		(1,833	)
Class L:
Redeemed		(192	)		(81	)
Class C:
Subscribed		78			171
Redeemed		(82	)		(1,350	)
Class R6:
Subscribed		9			23
Distributions Reinvested		—			72
Redeemed		(14,888	)		(1	)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		(25,455	)		9,848
Total Increase (Decrease) in Net Assets		(18,892	)		27,600
Net Assets:
Beginning of Period		106,507			78,907
End of Period	$	87,615		$	106,507

The accompanying notes are an integral part of the financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Global Stars Portfolio

Statements of Changes in Net Assets (cont'd)	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
(1)   Capital Share Transactions:
Class I:
Shares Subscribed		269			1,511
Shares Issued on Distributions Reinvested		—			21
Shares Redeemed		(809	)		(798	)
Net Increase (Decrease) in Class I Shares Outstanding		(540	)		734
Class A:
Shares Subscribed		50			43
Shares Issued on Distributions Reinvested		—			—	@
Shares Redeemed		(48	)		(112	)
Net Increase (Decrease) in Class A Shares Outstanding		2			(69	)
Class L:
Shares Redeemed		(10	)		(5	)
Class C:
Shares Subscribed		4			11
Shares Redeemed		(4	)		(84	)
Net Decrease in Class C Shares Outstanding		(—	@)		(73	)
Class R6:
Shares Subscribed		1			1
Shares Issued on Distributions Reinvested		—			4
Shares Redeemed		(765	)		(—	@)
Net Increase (Decrease) in Class R6 Shares Outstanding		(764	)		5

@  Amount is less than 500 shares.

The accompanying notes are an integral part of the financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Stars Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	18.41		$	15.20		$	19.30		$	16.57		$	14.66		$	11.58
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.06			0.08			0.08			0.09			0.08			0.09
Net Realized and Unrealized Gain (Loss)		1.12			3.22			(4.08	)		2.98			2.25			3.38
Total from Investment Operations		1.18			3.30			(4.00	)		3.07			2.33			3.47
Distributions from and/or in Excess of:
Net Investment Income		—			(0.09	)		(0.05	)		(0.07	)		(0.06	)		(0.08	)
Net Realized Gain		—			—			(0.05	)		(0.27	)		(0.36	)		(0.31	)
Total Distributions		—			(0.09	)		(0.10	)		(0.34	)		(0.42	)		(0.39	)
Net Asset Value, End of Period	$	19.59		$	18.41		$	15.20		$	19.30		$	16.57		$	14.66
Total Return(2)​		6.41	%(3)​		21.69	%(4)​		(20.69	)%		18.62	%		15.96	%		30.03	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	75,972		$	81,322		$	55,997		$	80,097		$	34,042		$	14,756
Ratio of Expenses Before Expense Limitation		1.14	%(5)​		1.20	%		1.24	%		1.17	%		1.45	%		1.92	%
Ratio of Expenses After Expense Limitation		0.90	%(5)(6)(7)​		0.87	%(7)(8)​		0.90	%(7)​		0.90	%(7)​		0.90	%(7)​		0.90	%(7)​
Ratio of Net Investment Income		0.61	%(5)(7)​		0.50	%(7)(8)​		0.47	%(7)​		0.51	%(7)​		0.52	%(7)​		0.68	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(5)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​
Portfolio Turnover Rate		49	%(3)​		34	%		26	%		11	%		20	%		14	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value as of the last business day of the period.

(3)  Not annualized.

(4)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class I shares.

(5)  Annualized.

(6)  Effective June 27, 2024, 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 June 27, 2024, the maximum ratio was 0.90% for Class I shares.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.90	%		0.47	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Stars Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	18.33		$	15.14		$	19.21		$	16.51		$	14.62		$	11.56
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.03			0.02			0.02			0.03			0.03			0.05
Net Realized and Unrealized Gain (Loss)		1.12			3.19			(4.04	)		2.96			2.23			3.36
Total from Investment Operations		1.15			3.21			(4.02	)		2.99			2.26			3.41
Distributions from and/or in Excess of:
Net Investment Income		—			(0.02	)		—			(0.02	)		(0.01	)		(0.04	)
Net Realized Gain		—			—			(0.05	)		(0.27	)		(0.36	)		(0.31	)
Total Distributions		—			(0.02	)		(0.05	)		(0.29	)		(0.37	)		(0.35	)
Net Asset Value, End of Period	$	19.48		$	18.33		$	15.14		$	19.21		$	16.51		$	14.62
Total Return(2)​		6.27	%(3)​		21.19	%(4)​		(20.91	)%		18.20	%		15.53	%		29.53	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	6,180		$	5,775		$	5,816		$	10,812		$	4,839		$	2,949
Ratio of Expenses Before Expense Limitation		1.42	%(5)​		1.51	%		1.51	%		1.46	%		1.76	%		2.25	%
Ratio of Expenses After Expense Limitation		1.24	%(5)(6)(7)​		1.22	%(7)(8)​		1.25	%(7)​		1.22	%(7)​		1.24	%(7)​		1.25	%(7)​
Ratio of Net Investment Income		0.26	%(5)(7)​		0.16	%(7)(8)​		0.13	%(7)​		0.18	%(7)​		0.17	%(7)​		0.35	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(5)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​
Portfolio Turnover Rate		49	%(3)​		34	%		26	%		11	%		20	%		14	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.

(3)  Not annualized.

(4)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class A shares.

(5)  Annualized.

(6)  Effective June 27, 2024, 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 June 27, 2024, the maximum ratio was 1.25% for Class A shares.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.25	%		0.13	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Stars Portfolio

	Class L
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	17.83		$	14.78		$	18.86		$	16.28		$	14.48		$	11.47
Income (Loss) from Investment Operations:
Net Investment Loss(1)​		(0.02	)		(0.06	)		(0.06	)		(0.05	)		(0.05	)		(0.01	)
Net Realized and Unrealized Gain (Loss)		1.09			3.11			(3.97	)		2.90			2.21			3.33
Total from Investment Operations		1.07			3.05			(4.03	)		2.85			2.16			3.32
Distributions from and/or in Excess of:
Net Realized Gain		—			—			(0.05	)		(0.27	)		(0.36	)		(0.31	)
Net Asset Value, End of Period	$	18.90		$	17.83		$	14.78		$	18.86		$	16.28		$	14.48
Total Return(2)​		6.00	%(3)​		20.64	%(4)​		(21.35	)%		17.58	%		14.97	%		28.87	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	1,315		$	1,421		$	1,253		$	1,684		$	1,441		$	1,437
Ratio of Expenses Before Expense Limitation		2.00	%(5)​		2.07	%		2.05	%		2.08	%		2.32	%		2.77	%
Ratio of Expenses After Expense Limitation		1.75	%(5)(6)(7)​		1.72	%(7)(8)​		1.75	%(7)​		1.75	%(7)​		1.75	%(7)​		1.75	%(7)​
Ratio of Net Investment Loss		(0.24	)%(5)(7)​		(0.34	)%(7)(8)​		(0.37	)%(7)​		(0.27	)%(7)​		(0.33	)%(7)​		(0.09	)%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(5)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​
Portfolio Turnover Rate		49	%(3)​		34	%		26	%		11	%		20	%		14	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value as of the last business day of the period.

(3)  Not annualized.

(4)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class L shares.

(5)  Annualized.

(6)  Effective June 27, 2024, 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 June 27, 2024, the maximum ratio was 1.75% for Class L shares.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class L shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.75	%		(0.37	)%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Stars Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	17.33		$	14.40		$	18.41		$	15.94		$	14.22		$	11.30
Income (Loss) from Investment Operations:
Net Investment Loss(1)​		(0.04	)		(0.09	)		(0.09	)		(0.09	)		(0.08	)		(0.05	)
Net Realized and Unrealized Gain (Loss)		1.06			3.02			(3.87	)		2.83			2.16			3.28
Total from Investment Operations		1.02			2.93			(3.96	)		2.74			2.08			3.23
Distributions from and/or in Excess of:
Net Realized Gain		—			—			(0.05	)		(0.27	)		(0.36	)		(0.31	)
Net Asset Value, End of Period	$	18.35		$	17.33		$	14.40		$	18.41		$	15.94		$	14.22
Total Return(2)​		5.89	%(3)​		20.35	%(4)​		(21.54	)%		17.33	%		14.68	%		28.63	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	4,113		$	3,890		$	4,279		$	5,551		$	3,594		$	2,872
Ratio of Expenses Before Expense Limitation		2.17	%(5)​		2.23	%		2.25	%		2.22	%		2.51	%		2.97	%
Ratio of Expenses After Expense Limitation		1.98	%(5)(6)(7)​		1.96	%(7)(8)​		1.98	%(7)​		1.97	%(7)​		1.99	%(7)​		1.98	%(7)​
Ratio of Net Investment Loss		(0.48	)%(5)(7)​		(0.60	)%(7)(8)​		(0.61	)%(7)​		(0.52	)%(7)​		(0.56	)%(7)​		(0.38	)%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(5)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​
Portfolio Turnover Rate		49	%(3)​		34	%		26	%		11	%		20	%		14	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.

(3)  Not annualized.

(4)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class C shares.

(5)  Annualized.

(6)  Effective June 27, 2024, 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 June 27, 2024, the maximum ratio was 2.00% for Class C shares.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.99	%		(0.63	)%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Global Stars Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	18.41		$	15.20		$	19.29		$	16.57		$	14.66		$	11.58
Income (Loss) from Investment Operations:
Net Investment Income(2)​		0.06			0.09			0.09			0.11			0.09			0.11
Net Realized and Unrealized Gain (Loss)		1.13			3.21			(4.07	)		2.96			2.25			3.37
Total from Investment Operations		1.19			3.30			(3.98	)		3.07			2.34			3.48
Distributions from and/or in Excess of:
Net Investment Income		—			(0.09	)		(0.06	)		(0.08	)		(0.07	)		(0.09	)
Net Realized Gain		—			—			(0.05	)		(0.27	)		(0.36	)		(0.31	)
Total Distributions		—			(0.09	)		(0.11	)		(0.35	)		(0.43	)		(0.40	)
Net Asset Value, End of Period	$	19.60		$	18.41		$	15.20		$	19.29		$	16.57		$	14.66
Total Return(3)​		6.46	%(4)​		21.75	%(5)​		(20.60	)%		18.60	%		16.00	%		30.08	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	35		$	14,099		$	11,562		$	14,563		$	9,317		$	7,450
Ratio of Expenses Before Expense Limitation		1.05	%(6)​		1.12	%		1.14	%		1.12	%		1.41	%		1.88	%
Ratio of Expenses After Expense Limitation		0.85	%(6)(7)(8)​		0.82	%(8)(9)​		0.85	%(8)​		0.85	%(8)​		0.85	%(8)​		0.85	%(8)​
Ratio of Net Investment Income		0.66	%(6)(8)​		0.55	%(8)(9)​		0.53	%(8)​		0.60	%(8)​		0.58	%(8)​		0.79	%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​
Portfolio Turnover Rate		49	%(4)​		34	%		26	%		11	%		20	%		14	%

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(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)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class R6 shares.

(6)  Annualized.

(7)  Effective June 27, 2024, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.75% for Class R6 shares. Prior to June 27, 2024, the maximum ratio was 0.85% for Class R6 shares.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.85	%		0.52	%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying financial statements relates to the Global Stars Portfolio (name changed on June 27, 2024, formerly Global Sustain Portfolio). The Fund seeks long-term capital appreciation.

The Fund has issued five classes of shares — Class I, Class A, Class L, Class C and Class R6. Class C shares will automatically convert to Class A shares eight years after the end of the calendar month in which the shares were purchased. 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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the

13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (5) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2024:

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	$	—	$	1,290	$	—	$	1,290
Biotechnology		—		2,194		—		2,194
Capital Markets		8,311		—		—		8,311
Electronic Equipment, Instruments & Components		—		2,198		—		2,198
Entertainment		2,170		1,726		—		3,896
Financial Services		5,462		—		—		5,462
Ground Transportation		1,304		—		—		1,304
Health Care Equipment & Supplies		1,308		—		—		1,308
Health Care Providers & Services		2,895		—		—		2,895

14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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)
Hotels, Restaurants & Leisure	$	2,599	$	—		$	—	$	2,599
Insurance		5,424		—			—		5,424
Interactive Media & Services		5,421		1,698			—		7,119
Life Sciences Tools & Services		5,272		—			—		5,272
Pharmaceuticals		1,791		—			—		1,791
Professional Services		4,038		4,376			—		8,414
Semiconductors & Semiconductor Equipment		2,648		—			—		2,648
Software		13,943		7,518			—		21,461
Textiles, Apparel & Luxury Goods		1,749		—			—		1,749
Total Common Stocks		64,335		21,000			—		85,335
Warrants		—		—	†		—		—	†
Short-Term Investment
Investment Company		3,233		—			—		3,233
Total Assets	$	67,568	$	21,000	†	$	—	$	88,568	†

† 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.

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 U.S. 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 indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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. 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) net of applicable withholding taxes. 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, co-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	%

Effective June 27, 2024, the Adviser provides the Fund with advisory services under the terms of an Investment Advisory Agreement, paid quarterly, at the annual rate based on the average daily net assets as follows:

First $500 million			Over $500 million
	0.65	%		0.60	%

For the six months ended June 30, 2024, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.51% 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 R6 shares. Effective June 27, 2024, the Adviser has agreed to reduce its advisory fee and/or reimburse the Fund so that total annual Fund operating expenses 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 and 0.75% for Class R6 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, 2024, approximately $96,000 of advisory fees were waived and approximately $26,000 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

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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 distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to less than $500.

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $49,842,000 and $75,216,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by approximately $1,000 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	1,680	$	14,229	$	12,676	$	39

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	3,233

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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 that 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, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:				2022 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	457	$	—	$	250	$	276

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, 2023.

At December 31, 2023, 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)
$	41	$	—

At December 31, 2023, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $9,000 and $4,251,000 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 $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 59.1%.

K. Market Risk: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

19

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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 three-year period but below its peer group average for the one- 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.

20

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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

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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MGQAX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

Growth Portfolio

Semi-Annual Financial Statements and Additional Information

June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Consolidated Portfolio of Investments	2
Consolidated Statement of Assets and Liabilities	4
Consolidated Statement of Operations	6
Consolidated Statements of Changes in Net Assets	7
Consolidated Financial Highlights	8
Notes to Consolidated Financial Statements	14
Investment Advisory Agreement Approval	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) 869-6397. 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.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments

Growth Portfolio

	Shares		Value (000)
Common Stocks (93.6%)
Automobiles (6.5%)
Rivian Automotive, Inc., Class A (a)		600,969	$	8,065
Tesla, Inc. (a)		1,125,119		222,639
				230,704
Biotechnology (1.3%)
ProKidney Corp. (a)(b)		2,923,850		7,193
Roivant Sciences Ltd. (a)		3,741,241		39,545
				46,738
Broadline Retail (5.5%)
Global-e Online Ltd. (Israel) (a)		2,346,151		85,095
MercadoLibre, Inc. (a)		66,431		109,173
				194,268
Capital Markets (2.4%)
Coinbase Global, Inc., Class A (a)		144,263		32,059
Intercontinental Exchange, Inc.		394,484		54,001
				86,060
Electronic Equipment, Instruments & Components (0.0%)
Magic Leap, Inc., Class A (a)(c)(d) (acquisition cost — $18,812; acquired 12/22/15)		38,705		—
Entertainment (5.1%)
ROBLOX Corp., Class A (a)		4,836,139		179,953
Financial Services (8.4%)
Adyen NV (Netherlands) (a)		106,954		127,027
Affirm Holdings, Inc. (a)		5,640,735		170,406
				297,433
Ground Transportation (3.8%)
Uber Technologies, Inc. (a)		1,836,833		133,501
Health Care Providers & Services (1.5%)
Agilon Health, Inc. (a)		7,901,791		51,678
Health Care Technology (0.6%)
Doximity, Inc., Class A (a)		816,837		22,847
Hotels, Restaurants & Leisure (12.1%)
Airbnb, Inc., Class A (a)		1,127,390		170,946
DoorDash, Inc., Class A (a)		2,377,554		258,630
				429,576
Information Technology Services (20.6%)
Cloudflare, Inc., Class A (a)		4,073,669		337,422
Shopify, Inc., Class A (Canada) (a)		3,340,013		220,608
Snowflake, Inc., Class A (a)		1,303,580		176,100
				734,130
Leisure Products (0.3%)
Peloton Interactive, Inc., Class A (a)		3,480,846		11,765
Life Sciences Tools & Services (0.3%)
10X Genomics, Inc., Class A (a)		569,463		11,076

	Shares		Value (000)
Media (7.7%)
Trade Desk, Inc., Class A (a)		2,807,358	$	274,194
Pharmaceuticals (4.6%)
Royalty Pharma PLC, Class A		6,235,293		164,425
Software (7.8%)
Aurora Innovation, Inc. (a)		13,130,053		36,370
Bill Holdings, Inc. (a)		954,383		50,220
MicroStrategy, Inc., Class A (a)		83,964		115,659
Samsara, Inc., Class A (a)		2,280,878		76,865
				279,114
Specialized REITs (1.0%)
American Tower Corp. REIT		182,092		35,395
Specialty Retail (4.1%)
Carvana Co. (a)		1,136,102		146,238
Total Common Stocks (Cost $2,712,533)				3,329,095
Preferred Stocks (3.3%)
Financial Services (0.5%)
Stripe, Inc., Series I (a)(c)(d) (acquisition cost — $12,876; acquired 3/17/23)		639,525		16,404
Software (2.8%)
Databricks, Inc., Series H (a)(c)(d) (acquisition cost — $102,163; acquired 8/31/21)		1,390,269		100,336
Total Preferred Stocks (Cost $115,039)				116,740
Investment Company (2.6%)
iShares Bitcoin Trust (a) (Cost $103,345)		2,670,824		91,182
Short-Term Investments (0.8%)
Investment Company (0.7%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G) (Cost $25,980)		25,979,832		25,980
Securities held as Collateral on Loaned Securities (0.1%)
Investment Company (0.1%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G)		1,346,505		1,346
	Face Amount (000)
Repurchase Agreements (0.0%)‡
Merrill Lynch & Co., Inc., (5.32%, dated 6/28/24, due 7/1/24; proceeds $257; fully collateralized by a U.S. Government obligation; 0.63% due 11/30/27; valued at $262)	$	257		257

The accompanying notes are an integral part of the consolidated financial statements.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments (cont'd)

Growth Portfolio

	Face Amount (000)		Value (000)
Repurchase Agreements (cont'd)
Merrill Lynch & Co., Inc., (5.25%, dated 6/28/24, due 7/1/24; proceeds $118; fully collateralized by a U.S. Government obligation; 0.63% due 11/30/27; valued at $120)	$	118	$	118
				375
Total Securities held as Collateral on Loaned Securities (Cost $1,721)				1,721
Total Short-Term Investments (Cost $27,701)				27,701
Total Investments Excluding Purchased Options (100.3%) (Cost $2,958,618)				3,564,718
Total Purchased Options Outstanding (0.1%) (Cost $13,919)				3,954
Total Investments (100.4%) (Cost $2,972,537) including $1,694 of Securities Loaned (e)(f)(g)				3,568,672
Liabilities in Excess of Other Assets (–0.4%)				(13,252	)
Net Assets (100.0%)			$	3,555,420

‡  Amount is less than 0.05%.

(a)  Non-income producing security.

(b)  All or a portion of this security was on loan at June 30, 2024.

(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 (excluding 144A holdings) at June 30, 2024 amounts to approximately $116,740,000 and represents 3.3% of net assets.

(d)  At June 30, 2024, the Fund held fair valued securities at approximately $116,740,000, representing 3.3% of net assets. These securities have been fair valued using significant unobservable inputs as determined in good faith under procedures established by and under the general supervision of the Company's (as defined herein) Directors.

(e)  The approximate fair value and percentage of net assets, $127,027,000 and 3.6%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Consolidated Financial Statements.

(f)  Securities are available for collateral in connection with purchased options.

(g)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $1,048,313,000 and the aggregate gross unrealized depreciation is approximately $452,178,000, resulting in net unrealized appreciation of approximately $596,135,000.

REIT  Real Estate Investment Trust.

Call Options Purchased:

The Fund had the following call options purchased open at June 30, 2024:

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	7.68	Jan-25		1,367,722,139	$	1,367,722	$	2,234	$	5,175	$	(2,941	)
JPMorgan Chase Bank NA	USD/CNH	CNH	7.78	Mar-25		794,067,491		794,067		1,672		3,371		(1,699	)
JPMorgan Chase Bank NA	USD/CNH	CNH	7.79	Aug-24		1,297,584,118		1,297,584		48		5,373		(5,325	)
									$	3,954	$	13,919	$	(9,965	)

CNH  —  Chinese Yuan Renminbi Offshore

USD  —  United States Dollar

Portfolio Composition*

Classification	Percentage of Total Investments
Other**		23.1	%
Information Technology Services		20.6
Hotels, Restaurants & Leisure		12.1
Software		10.6
Financial Services		8.8
Media		7.7
Automobiles		6.5
Broadline Retail		5.5
Entertainment		5.1
Total Investments		100.0	%

*  Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2024.

**  Industries and/or investment types representing less than 5% of total investments.

The accompanying notes are an integral part of the consolidated financial statements.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Growth Portfolio

Consolidated Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value(1)​ (Cost $2,945,211)	$	3,541,346
Investment in Security of Affiliated Issuer, at Value (Cost $27,326)		27,326
Total Investments in Securities, at Value (Cost $2,972,537)		3,568,672
Foreign Currency, at Value (Cost $2)		2
Receivable for Investments Sold		3,062
Receivable for Fund Shares Sold		2,362
Dividends Receivable		380
Receivable from Affiliate		296
Receivable from Securities Lending Income		90
Other Assets		512
Total Assets		3,575,376
Liabilities:
Payable for Fund Shares Redeemed		7,994
Due to Broker		4,130
Payable for Advisory Fees		3,994
Collateral on Securities Loaned, at Value		1,721
Payable for Sub Transfer Agency Fees — Class I		345
Payable for Sub Transfer Agency Fees — Class A		280
Payable for Sub Transfer Agency Fees — Class L		7
Payable for Sub Transfer Agency Fees — Class C		30
Payable for Shareholder Services Fees — Class A		336
Payable for Distribution and Shareholder Services Fees — Class L		33
Payable for Distribution and Shareholder Services Fees — Class C		118
Payable for Administration Fees		232
Payable for Transfer Agency Fees — Class I		17
Payable for Transfer Agency Fees — Class A		33
Payable for Transfer Agency Fees — Class L		1
Payable for Transfer Agency Fees — Class C		2
Payable for Transfer Agency Fees — Class R6		2
Payable for Transfer Agency Fees — Class IR		—	@
Payable for Custodian Fees		47
Payable for Directors' Fees and Expenses		36
Payable for Professional Fees		29
Other Liabilities		569
Total Liabilities		19,956
Net Assets	$	3,555,420
Net Assets Consist of:
Paid-in-Capital	$	5,844,786
Total Accumulated Loss		(2,289,366	)
Net Assets	$	3,555,420

The accompanying notes are an integral part of the consolidated financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Growth Portfolio

Consolidated Statement of Assets and Liabilities (cont'd)	June 30, 2024 (000)
CLASS I:
Net Assets	$	1,311,906
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		34,062,130
Net Asset Value, Offering and Redemption Price Per Share	$	38.52
CLASS A:
Net Assets	$	1,653,817
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		48,002,073
Net Asset Value, Redemption Price Per Share	$	34.45
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	1.91
Maximum Offering Price Per Share	$	36.36
CLASS L:
Net Assets	$	54,705
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		1,824,012
Net Asset Value, Offering and Redemption Price Per Share	$	29.99
CLASS C:
Net Assets	$	143,426
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		4,964,637
Net Asset Value, Offering and Redemption Price Per Share	$	28.89
CLASS R6:
Net Assets	$	391,527
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		9,981,406
Net Asset Value, Offering and Redemption Price Per Share	$	39.23
CLASS IR:
Net Assets	$	39
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		995
Net Asset Value, Offering and Redemption Price Per Share	$	39.10
(1​)​ Including: Securities on Loan, at Value:	$	1,694

@  Amount is less than $500.

The accompanying notes are an integral part of the consolidated financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Growth Portfolio

Consolidated Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Security of Affiliated Issuer (Note G)	$	4,869
Dividends from Securities of Unaffiliated Issuers		3,221
Income from Securities Loaned — Net		311
Total Investment Income		8,401
Expenses:
Advisory Fees (Note B)		9,540
Shareholder Services Fees — Class A (Note D)		2,213
Distribution and Shareholder Services Fees — Class L (Note D)		217
Distribution and Shareholder Services Fees — Class C (Note D)		801
Administration Fees (Note C)		1,839
Sub Transfer Agency Fees — Class I		744
Sub Transfer Agency Fees — Class A		840
Sub Transfer Agency Fees — Class L		20
Sub Transfer Agency Fees — Class C		76
Transfer Agency Fees — Class I (Note E)		47
Transfer Agency Fees — Class A (Note E)		93
Transfer Agency Fees — Class L (Note E)		8
Transfer Agency Fees — Class C (Note E)		6
Transfer Agency Fees — Class R6 (Note E)		6
Transfer Agency Fees — Class IR (Note E)		1
Shareholder Reporting Fees		142
Professional Fees		104
Custodian Fees (Note F)		70
Registration Fees		56
Directors' Fees and Expenses		36
Pricing Fees		2
Other Expenses		123
Total Expenses		16,984
Rebate from Morgan Stanley Affiliate (Note G)		(180	)
Reimbursement of Class Specific Expenses — Class IR (Note B)		(1	)
Net Expenses		16,803
Net Investment Loss		(8,402	)
Realized Gain (Loss):
Investments Sold		(27,717	)
Foreign Currency Translation		2
Net Realized Loss		(27,715	)
Change in Unrealized Appreciation (Depreciation):
Investments		93,989
Foreign Currency Translation		2
Net Change in Unrealized Appreciation (Depreciation)		93,991
Net Realized Loss and Change in Unrealized Appreciation (Depreciation)		66,276
Net Increase in Net Assets Resulting from Operations	$	57,874

The accompanying notes are an integral part of the consolidated financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Growth Portfolio

Consolidated Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Loss	$	(8,402	)	$	(20,724	)
Net Realized Loss		(27,715	)		(1,010,447	)
Net Change in Unrealized Appreciation (Depreciation)		93,991			3,120,485
Net Increase in Net Assets Resulting from Operations		57,874			2,089,314
Capital Share Transactions, including direct exchanges pursuant to share class conversions for all periods presented, were as follows:(1)​
Class I:
Subscribed		170,432			366,119
Redeemed		(443,875	)		(881,458	)
Class A:
Subscribed		26,070			79,489
Redeemed		(269,914	)		(462,613	)
Class L:
Exchanged		—			—	@
Redeemed		(6,112	)		(6,786	)
Class C:
Subscribed		3,910			10,399
Redeemed		(34,288	)		(47,772	)
Class R6:
Subscribed		81,928			160,912
Redeemed		(1,572,297	)		(420,262	)
Class IR:
Redeemed		—			(8	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(2,044,146	)		(1,201,980	)
Total Increase (Decrease) in Net Assets		(1,986,272	)		887,334
Net Assets:
Beginning of Period		5,541,692			4,654,358
End of Period	$	3,555,420		$	5,541,692
(1)   Capital Share Transactions:
Class I:
Shares Subscribed		4,345			11,924
Shares Redeemed		(11,600	)		(28,077	)
Net Decrease in Class I Shares Outstanding		(7,255	)		(16,153	)
Class A:
Shares Subscribed		760			2,828
Shares Redeemed		(7,862	)		(16,397	)
Net Decrease in Class A Shares Outstanding		(7,102	)		(13,569	)
Class L:
Shares Exchanged		—			—	@@
Shares Redeemed		(201	)		(274	)
Net Decrease in Class L Shares Outstanding		(201	)		(274	)
Class C:
Shares Subscribed		136			428
Shares Redeemed		(1,184	)		(1,965	)
Net Decrease in Class C Shares Outstanding		(1,048	)		(1,537	)
Class R6:
Shares Subscribed		2,139			5,114
Shares Redeemed		(38,780	)		(12,821	)
Net Decrease in Class R6 Shares Outstanding		(36,641	)		(7,707	)
Class IR:
Shares Redeemed		—			(—	@@)

@  Amount is less than $500.

@@  Amount is less than 500 shares.

The accompanying notes are an integral part of the consolidated financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Growth Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	38.42		$	25.58		$	74.29		$	91.47		$	46.33		$	41.75
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.05	)		(0.09	)		(0.20	)		(0.50	)		(0.38	)		(0.19	)
Net Realized and Unrealized Gain (Loss)		0.15			12.93			(44.22	)		1.32			54.08			9.73
Total from Investment Operations		0.10			12.84			(44.42	)		0.82			53.70			9.54
Distributions from and/or in Excess of:
Net Realized Gain		—			—			(4.29	)		(18.00	)		(8.56	)		(4.96	)
Net Asset Value, End of Period	$	38.52		$	38.42		$	25.58		$	74.29		$	91.47		$	46.33
Total Return(3)​		0.23	%(4)​		50.25	%(5)​		(60.34	)%		0.43	%		115.57	%		23.16	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	1,311,906		$	1,587,293		$	1,469,843		$	6,234,787		$	6,816,690		$	2,440,640
Ratio of Expenses Before Expense Limitation		0.63	%(6)​		0.56	%		0.64	%		0.56	%		N/A			0.59	%
Ratio of Expenses After Expense Limitation		0.62	%(6)(7)​		0.53	%(7)(8)​		0.64	%(7)​		0.56	%(7)​		0.54	%(7)​		0.58	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			N/A			0.58	%(7)​
Ratio of Net Investment Loss		(0.25	)%(6)(7)​		(0.29	)%(7)(8)​		(0.46	)%(7)​		(0.51	)%(7)​		(0.53	)%(7)​		(0.38	)%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.01	%(6)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.01	%		0.01	%
Portfolio Turnover Rate		15	%(4)​		29	%		40	%		59	%		60	%		87	%

(1)  Not consolidated.

(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)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class I shares.

(6)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		0.56	%		(0.32	)%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Growth Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	34.41		$	22.97		$	67.88		$	85.31		$	43.57		$	39.61
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.09	)		(0.15	)		(0.27	)		(0.70	)		(0.51	)		(0.30	)
Net Realized and Unrealized Gain (Loss)		0.13			11.59			(40.35	)		1.27			50.81			9.22
Total from Investment Operations		0.04			11.44			(40.62	)		0.57			50.30			8.92
Distributions from and/or in Excess of:
Net Realized Gain		—			—			(4.29	)		(18.00	)		(8.56	)		(4.96	)
Net Asset Value, End of Period	$	34.45		$	34.41		$	22.97		$	67.88		$	85.31		$	43.57
Total Return(3)​		0.12	%(4)​		49.87	%(5)​		(60.44	)%		0.16	%		115.09	%		22.81	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	1,653,817		$	1,896,005		$	1,577,172		$	5,307,929		$	5,465,808		$	2,399,450
Ratio of Expenses Before Expense Limitation		0.87	%(6)​		0.82	%		0.89	%		0.82	%		N/A			0.84	%
Ratio of Expenses After Expense Limitation		0.86	%(6)(7)​		0.79	%(7)(8)​		0.89	%(7)​		0.82	%(7)​		0.79	%(7)​		0.83	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			N/A			0.83	%(7)​
Ratio of Net Investment Loss		(0.49	)%(6)(7)​		(0.55	)%(7)(8)​		(0.71	)%(7)​		(0.77	)%(7)​		(0.77	)%(7)​		(0.64	)%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.01	%(6)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.01	%		0.01	%
Portfolio Turnover Rate		15	%(4)​		29	%		40	%		59	%		60	%		87	%

(1)  Not consolidated.

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class A shares.

(6)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		0.82	%		(0.58	)%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Growth Portfolio

	Class L
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	30.03		$	20.14		$	61.05		$	78.85		$	40.77		$	37.51
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.15	)		(0.26	)		(0.40	)		(1.03	)		(0.76	)		(0.50	)
Net Realized and Unrealized Gain (Loss)		0.11			10.15			(36.22	)		1.23			47.40			8.72
Total from Investment Operations		(0.04	)		9.89			(36.62	)		0.20			46.64			8.22
Distributions from and/or in Excess of:
Net Realized Gain		—			—			(4.29	)		(18.00	)		(8.56	)		(4.96	)
Net Asset Value, End of Period	$	29.99		$	30.03		$	20.14		$	61.05		$	78.85		$	40.77
Total Return(3)​		(0.13	)%(4)​		49.11	%(5)​		(60.63	)%		(0.30	)%		114.01	%		22.22	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	54,705		$	60,812		$	46,313		$	151,668		$	173,317		$	93,053
Ratio of Expenses Before Expense Limitation		1.36	%(6)​		1.31	%		1.36	%		1.28	%		N/A			1.33	%
Ratio of Expenses After Expense Limitation		1.35	%(6)(7)​		1.28	%(7)(8)​		1.36	%(7)​		1.28	%(7)​		1.29	%(7)​		1.32	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			N/A			1.32	%(7)​
Ratio of Net Investment Loss		(0.98	)%(6)(7)​		(1.04	)%(7)(8)​		(1.18	)%(7)​		(1.24	)%(7)​		(1.27	)%(7)​		(1.12	)%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.01	%(6)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.01	%		0.01	%
Portfolio Turnover Rate		15	%(4)​		29	%		40	%		59	%		60	%		87	%

(1)  Not consolidated.

(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)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class L shares.

(6)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class L shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.31	%		(1.07	)%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Growth Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	28.96		$	19.48		$	59.49		$	77.49		$	40.23		$	37.17
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.18	)		(0.31	)		(0.48	)		(1.23	)		(0.93	)		(0.61	)
Net Realized and Unrealized Gain (Loss)		0.11			9.79			(35.24	)		1.23			46.75			8.63
Total from Investment Operations		(0.07	)		9.48			(35.72	)		0.00	(3)​		45.82			8.02
Distributions from and/or in Excess of:
Net Realized Gain		—			—			(4.29	)		(18.00	)		(8.56	)		(4.96	)
Net Asset Value, End of Period	$	28.89		$	28.96		$	19.48		$	59.49		$	77.49		$	40.23
Total Return(4)​		(0.24	)%(5)​		48.74	%(6)​		(60.73	)%		(0.55	)%		113.48	%		21.91	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	143,426		$	174,107		$	147,014		$	524,748		$	514,190		$	166,303
Ratio of Expenses Before Expense Limitation		1.62	%(7)​		1.57	%		1.61	%		1.55	%		N/A			1.59	%
Ratio of Expenses After Expense Limitation		1.61	%(7)(8)​		1.54	%(8)(9)​		1.61	%(8)​		1.55	%(8)​		1.53	%(8)​		1.58	%(8)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			N/A			1.58	%(8)​
Ratio of Net Investment Loss		(1.25	)%(7)(8)​		(1.30	)%(8)(9)​		(1.43	)%(8)​		(1.50	)%(8)​		(1.51	)%(8)​		(1.38	)%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.01	%(7)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.01	%		0.01	%
Portfolio Turnover Rate		15	%(5)​		29	%		40	%		59	%		60	%		87	%

(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)  Not annualized.

(6)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class C shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.57	%		(1.33	)%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Growth Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(2)​			2019(2)​
Net Asset Value, Beginning of Period	$	39.11		$	26.03		$	75.32		$	92.42		$	46.73		$	42.04
Income (Loss) from Investment Operations:
Net Investment Loss(3)​		(0.03	)		(0.08	)		(0.13	)		(0.41	)		(0.32	)		(0.15	)
Net Realized and Unrealized Gain (Loss)		0.15			13.16			(44.87	)		1.31			54.57			9.80
Total from Investment Operations		0.12			13.08			(45.00	)		0.90			54.25			9.65
Distributions from and/or in Excess of:
Net Realized Gain		—			—			(4.29	)		(18.00	)		(8.56	)		(4.96	)
Net Asset Value, End of Period	$	39.23		$	39.11		$	26.03		$	75.32		$	92.42		$	46.73
Total Return(4)​		0.31	%(5)​		50.31	%(6)​		(60.28	)%		0.51	%		115.76	%		23.26	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	391,527		$	1,823,436		$	1,413,983		$	3,585,865		$	3,743,697		$	1,560,148
Ratio of Expenses Before Expense Limitation		0.52	%(7)​		0.51	%		0.50	%		0.46	%		N/A			0.50	%
Ratio of Expenses After Expense Limitation		0.51	%(7)(8)​		0.48	%(8)(9)​		0.50	%(8)​		0.46	%(8)​		0.47	%(8)​		0.49	%(8)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			N/A			0.49	%(8)​
Ratio of Net Investment Loss		(0.15	)%(7)(8)​		(0.24	)%(8)(9)​		(0.32	)%(8)​		(0.41	)%(8)​		(0.45	)%(8)​		(0.29	)%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.01	%(7)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.01	%		0.01	%
Portfolio Turnover Rate		15	%(5)​		29	%		40	%		59	%		60	%		87	%

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(2)  Not consolidated.

(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)  Not annualized.

(6)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class R6 shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		0.51	%		(0.27	)%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Growth Portfolio

	Class IR
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	38.98		$	25.94		$	75.32		$	92.41		$	46.73		$	42.04
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.03	)		(0.08	)		(0.16	)		(0.41	)		(0.31	)		(0.15	)
Net Realized and Unrealized Gain (Loss)		0.15			13.12			(44.93	)		1.32			54.55			9.80
Total from Investment Operations		0.12			13.04			(45.09	)		0.91			54.24			9.65
Distributions from and/or in Excess of:
Net Realized Gain		—			—			(4.29	)		(18.00	)		(8.56	)		(4.96	)
Net Asset Value, End of Period	$	39.10		$	38.98		$	25.94		$	75.32		$	92.41		$	46.73
Total Return(3)​		0.31	%(4)​		50.33	%(5)​		(60.41	)%		0.52	%		115.74	%		23.26	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	39		$	39		$	33		$	319,566		$	389,971		$	269,241
Ratio of Expenses Before Expense Limitation		5.97	%(6)​		7.94	%		0.49	%		0.46	%		N/A			0.50	%
Ratio of Expenses After Expense Limitation		0.51	%(6)(7)​		0.48	%(7)(8)​		0.49	%(7)​		0.46	%(7)​		0.47	%(7)​		0.49	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			N/A			0.49	%(7)​
Ratio of Net Investment Loss		(0.14	)%(6)(7)​		(0.23	)%(7)(8)​		(0.33	)%(7)​		(0.41	)%(7)​		(0.45	)%(7)​		(0.30	)%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.01	%(6)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.01	%		0.01	%
Portfolio Turnover Rate		15	%(4)​		29	%		40	%		59	%		60	%		87	%

(1)  Not consolidated.

(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)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class IR shares.

(6)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class IR shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		0.51	%		(0.26	)%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Consolidated Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying consolidated financial statements relates 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 has issued six classes of shares — Class I, Class A, Class L, Class C, Class R6 and Class IR. Class C shares will automatically convert to Class A shares eight years after the end of the calendar month in which the shares were purchased. 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 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 pooled investment vehicles and exchange-traded products that invest in bitcoin ("bitcoin ETFs"). 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 and all accounting policies of the Subsidiary are consistent with those of the Fund. As of June 30, 2024, the Subsidiary represented approximately $91,241,000 or approximately 2.57% of the 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/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

14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/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 reputable broker/dealer or valued by a pricing service/vendor; (5) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (6) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts

("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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,

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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, 2024:

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	$	230,704	$	—	$	—		$	230,704
Biotechnology		46,738		—		—			46,738
Broadline Retail		194,268		—		—			194,268
Capital Markets		86,060		—		—			86,060
Electronic Equipment, Instruments & Components		—		—		—	†		—	†
Entertainment		179,953		—		—			179,953
Financial Services		170,406		127,027		—			297,433
Ground Transportation		133,501		—		—			133,501
Health Care Providers & Services		51,678		—		—			51,678
Health Care Technology		22,847		—		—			22,847
Hotels, Restaurants & Leisure		429,576		—		—			429,576
Information Technology Services		734,130		—		—			734,130
Leisure Products		11,765		—		—			11,765
Life Sciences Tools & Services		11,076		—		—			11,076
Media		274,194		—		—			274,194
Pharmaceuticals		164,425		—		—			164,425

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	$	279,114	$	—	$	—		$	279,114
Specialized REITs		35,395		—		—			35,395
Specialty Retail		146,238		—		—			146,238
Total Common Stocks		3,202,068		127,027		—	†		3,329,095	†
Preferred Stocks
Financial Services		—		—		16,404			16,404
Software		—		—		100,336			100,336
Total Preferred Stocks		—		—		116,740			116,740
Investment Company		91,182		—		—			91,182
Call Options Purchased		—		3,954		—			3,954
Short-Term Investments
Investment Company		27,326		—		—			27,326
Repurchase Agreements		—		375		—			375
Total Short-Term Investments		27,326		375		—			27,701
Total Assets	$	3,320,576	$	131,356	$	116,740	†	$	3,568,672	†

†  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)
Beginning Balance	$	—	†	$	145,889
Purchases		—			—
Sales		—			(33,268	)
Transfers in		—			—
Transfers out		—			—
Corporate actions		—			—
Change in unrealized appreciation (depreciation)		—			5,434
Realized gains (losses)		—			(1,315	)
Ending Balance	$	—	†	$	116,740
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2024	$	—		$	5,434

†  Includes a security valued at zero.

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2024. 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, 2024:

	Fair Value at June 30, 2024 (000)		Valuation Technique	Unobservable Input	Amount or Range/ Weighted Average*		Impact to Valuation from an Increase in Input**
Preferred Stocks	$	116,740	Market Transaction Method	Precedent Transaction	$	26.00–$65.00/$59.52	Increase
			Discounted Cash Flow	Weighted Average Cost of Capital Perpetual Growth Rate		14.0%–16.0%/15.0% 3.0%–4.0%/3.5%	Decrease Increase
			Market Comparable Companies	Enterprise Value/ Revenue		1.4x–21.9x/13.6x	Increase
				Discount for Lack of Marketability		11.0%	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.

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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 U.S. 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, risks arising from margin and payment requirements, risks arising from mispricing or valuation complexity and operational and legal risks. 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 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 ex-change 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

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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 writes 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, 2024:

	Asset Derivatives Consolidated Statement of Assets and Liabilities Location	Primary Risk Exposure	Value (000)
Purchased Options	Investments, at Value (Purchased Options)	Currency Risk	$	3,954	(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, 2024 in accordance with ASC 815:

Realized Gain (Loss)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Investments (Purchased Options)	$	(10,076	)(a)

(a) Amounts are included in Realized Loss on 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)	$	2,773	(a)

(a) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.

At June 30, 2024, 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(b) (000)			Liabilities(b) (000)
Purchased Options	$	3,954	(a)	$	—

(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.

(b) 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 improves legal certainty. Cross-termination provisions

19

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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, 2024:

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(b) (000)			Net Amount (not less than $0) (000)
Goldman Sachs International	$	2,234	$	—	$	(2,234	)	$	0
JPMorgan Chase Bank NA		1,720		—		(1,720	)		0
Total	$	3,954	$	—	$	(3,954	)	$	0

(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.

(b) 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, 2024, the approximate average monthly amount outstanding for each derivative type is as follows:

Purchased Options:
Average monthly notional amount	4,016,653,000

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, 2024:

Gross Amount Not Offset in the Consolidated Statement of Assets and Liabilities
Gross Asset Amount Presented in the Consolidated Statement of Assets and Liabilities (000)			Financial Instrument (000)		Collateral Received (000)			Net Amount (not less than $0) (000)
$	1,694	(a)	$	—	$	(1,694	)(b)(c)	$	0

(a) Represents market value of loaned securities at period end.

(b) The Fund received cash collateral of approximately $1,721,000, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Fund as reported in the Consolidated 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 borrowings.

The following table displays a breakdown of transactions accounted for as secured borrowings, the gross obligations

20

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

by class of collateral pledged and the remaining contractual maturity of those transactions as of June 30, 2024:

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	$	1,721	$	—	$	—	$	—	$	1,721
Total Borrowings	$	1,721	$	—	$	—	$	—	$	1,721
Gross amount of recognized liabilities for securities lending transactions									$	1,721

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 indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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) net of applicable withholding taxes. 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, co-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, 2024, the advisory fee rate (net of rebate) was equivalent to an annual effective rate of 0.41% 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 R6 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. For the six months ended June 30, 2024, approximately $1,000 of other expenses were reimbursed by the Adviser pursuant to this arrangement.

21

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 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 distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Consolidated Statement of Operations, amounted to approximately $18,000.

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $655,284,000 and $1,868,165,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024,

22

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

advisory fees paid were reduced by approximately $180,000 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	90,692	$	1,272,254	$	1,335,620	$	4,869

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	27,326

During the six months ended June 30, 2024, the Fund incurred approximately $12,000 in brokerage commissions with Morgan Stanley & Co. LLC, an affiliate of the Adviser/Administrator and Distributor, for portfolio transactions executed on behalf of the Fund.

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

The Fund has an unfunded noncontributory defined benefit pension plan covering certain independent Directors of the Fund who will have served as independent Directors for at least five years at the time of retirement. Benefits under this plan are based on factors which include years of service and compensation. The Directors voted to close the plan to new participants and eliminate the future benefits growth due to increases to compensation after July 31, 2003. Aggregate pension costs for the six months ended June 30, 2024, included in

"Directors' Fees and Expenses" in the Consolidated Statement of Operations amounted to approximately $1,000. At June 30, 2024, the Fund had an accrued pension liability of approximately $36,000, which is reflected as "Payable for Directors' Fees and Expenses" in the Consolidated Statement of Assets and Liabilities.

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 RIC 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 that 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, 2023 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

23

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

tax purposes. The tax character of distributions paid during fiscal years 2023 and 2022 was as follows:

2023 Distributions Paid From:				2022 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	—	$	—	$	—	$	724,752

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 net operating loss, resulted in the following reclassifications among the components of net assets at December 31, 2023:

Total Accumulated Loss (000)		Paid-in- Capital (000)
$	32,875	$	(32,875	)

At December 31, 2023, the Fund had no distributable earnings on a tax basis.

At December 31, 2023, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $1,231,437,000 and $1,313,284,000, 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.

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, 2023, the Fund intends to defer to January 1, 2024 for U.S. federal income tax purposes the following losses:

Qualified Late Year Ordinary Losses (000)		Post- October Capital Losses (000)
$	17,918	$	—

I. Credit Facility: The Company and other Morgan Stanley funds participated in a $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 50.1%.

K. Market Risk and Risks Relating to Certain Financial Instruments:

Bitcoin: The Fund may have exposure to cryptocurrencies indirectly through cash settled futures bitcoin exposure or indirectly through bitcoin ETFs. 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 bitcoin ETFs (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the bitcoin ETFs investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile and subject to sharp declines. 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

24

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

cryptocurrencies. The Bitcoin ETF exposure could result in substantial losses to the Fund.

Market: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

25

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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 its peer group average for the one-year period but below its peer group average for the 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.

26

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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

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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MSEGX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

Inception Portfolio

Semi-Annual Financial Statements and Additional Information
June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Consolidated Portfolio of Investments	2
Consolidated Statement of Assets and Liabilities	5
Consolidated Statement of Operations	7
Consolidated Statements of Changes in Net Assets	8
Consolidated Financial Highlights	9
Notes to Consolidated Financial Statements	14
Investment Advisory Agreement Approval	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) 869-6397. 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.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments

Inception Portfolio

	Shares		Value (000)
Common Stocks (94.5%)
Biotechnology (5.6%)
Altimmune, Inc. (a)		116,849	$	777
Arbutus Biopharma Corp. (a)		2,424,476		7,492
Beam Therapeutics, Inc. (a)		41,435		971
Intellia Therapeutics, Inc. (a)		58,776		1,315
ProKidney Corp. (a)(b)		282,987		696
Recursion Pharmaceuticals, Inc., Class A (a)(b)		74,570		559
Roivant Sciences Ltd. (a)		569,125		6,016
XOMA Corp. (a)		20,112		476
				18,302
Broadline Retail (7.4%)
Global-e Online Ltd. (Israel) (a)		662,756		24,038
Chemicals (0.1%)
Ginkgo Bioworks Holdings, Inc. (a)		1,134,498		379
Financial Services (7.4%)
Affirm Holdings, Inc. (a)		523,181		15,805
Burford Capital Ltd.		624,417		8,149
				23,954
Health Care Equipment & Supplies (0.3%)
Inspire Medical Systems, Inc. (a)		3,781		506
Outset Medical, Inc. (a)		147,374		567
				1,073
Health Care Providers & Services (6.0%)
Agilon Health, Inc. (a)		3,002,760		19,638
Health Care Technology (3.3%)
Doximity, Inc., Class A (a)		361,878		10,122
Schrodinger, Inc. (a)		31,377		607
				10,729
Household Durables (2.0%)
Cricut, Inc., Class A		330,329		1,979
Victoria PLC (United Kingdom) (a)		1,950,062		4,397
				6,376
Information Technology Services (13.2%)
Cloudflare, Inc., Class A (a)		396,026		32,803
Fastly, Inc., Class A (a)		1,380,585		10,175
				42,978
Interactive Media & Services (3.7%)
ZoomInfo Technologies, Inc., Class A (a)		935,631		11,948
Leisure Products (4.2%)
Peloton Interactive, Inc., Class A (a)		4,011,210		13,558
Life Sciences Tools & Services (5.0%)
10X Genomics, Inc., Class A (a)		267,195		5,197
MaxCyte, Inc. (a)		1,277,755		5,009
Standard BioTools, Inc. (a)		3,510,786		6,214
				16,420
Media (1.3%)
Cardlytics, Inc. (a)		298,495		2,451
Ibotta, Inc., Class A (a)		24,236		1,821
				4,272

	Shares		Value (000)
Metals & Mining (0.2%)
MP Materials Corp. (a)(b)		44,064	$	561
Passenger Airlines (0.5%)
Joby Aviation, Inc. (a)(b)		316,563		1,614
Personal Care Products (3.2%)
Oddity Tech Ltd., Class A (Israel) (a)		267,945		10,520
Pharmaceuticals (0.5%)
ATAI Life Sciences NV (a)(b)		525,912		699
GH Research PLC (a)(b)		89,370		1,042
				1,741
Real Estate Management & Development (0.9%)
Opendoor Technologies, Inc. (a)		635,463		1,169
Redfin Corp. (a)		293,237		1,763
				2,932
Software (18.0%)
Appian Corp., Class A (a)		518,841		16,012
Aurora Innovation, Inc. (a)		1,822,523		5,048
Bill Holdings, Inc. (a)		327,384		17,227
Klaviyo, Inc., Class A (a)		372,502		9,272
MicroStrategy, Inc., Class A (a)		7,665		10,558
QXO, Inc. (b)		5,600		402
				58,519
Specialty Retail (10.7%)
Beyond, Inc. (a)		37,577		492
Chewy, Inc., Class A (a)		801,145		21,823
RH (a)		7,041		1,721
Wayfair, Inc., Class A (a)		205,002		10,810
				34,846
Tech Hardware, Storage & Peripherals (0.4%)
IonQ, Inc. (a)(b)		205,090		1,442
Textiles, Apparel & Luxury Goods (0.6%)
Figs, Inc., Class A (a)		361,453		1,927
Total Common Stocks (Cost $336,856)				307,767
Preferred Stocks (2.4%)
Health Care Technology (1.5%)
Included Health, Inc., Series B (a)(c)(d) (acquisition cost — $3,362; acquired 7/3/14)		3,269,139		4,871
Software (0.9%)
Lookout, Inc., Series F (a)(c)(d) (acquisition cost — $13,476; acquired 6/17/14)		1,179,743		2,926
Total Preferred Stocks (Cost $16,838)				7,797
Investment Company (2.6%)
iShares Bitcoin Trust (a) (Cost $9,801)		253,280		8,647

The accompanying notes are an integral part of the consolidated financial statements.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments (cont'd)

Inception Portfolio

	No. of Warrants		Value (000)
Warrants (0.0%)
Life Sciences Tools & Services (0.0%)
SomaLogic, Inc. expires 8/31/26 (a) (Cost $204)		61,142	$	—
	Shares
Short-Term Investments (3.0%)
Investment Company (1.3%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G) (Cost $4,047)		4,046,583		4,047
Securities held as Collateral on Loaned Securities (1.7%)
Investment Company (1.3%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G)		4,311,570		4,312
	Face Amount (000)
Repurchase Agreements (0.4%)
Merrill Lynch & Co., Inc., (5.32%, dated 6/28/24, due 7/1/24; proceeds $822; fully collateralized by a U.S. Government obligation; 0.63% due 11/30/27; valued at $838)	$	821		821
Merrill Lynch & Co., Inc., (5.25%, dated 6/28/24, due 7/1/24; proceeds $378; fully collateralized by a U.S. Government obligation; 0.63% due 11/30/27; valued at $386)		378		378
				1,199
Total Securities held as Collateral on Loaned Securities (Cost $5,511)				5,511
Total Short-Term Investments (Cost $9,558)				9,558
Total Investments Excluding Purchased Options (102.5%) (Cost $373,257)				333,769
Total Purchased Options Outstanding (0.1%) (Cost $1,355)				400
Total Investments (102.6%) (Cost $374,612) including $6,223 of Securities Loaned (e)(f)(g)				334,169
Liabilities in Excess of Other Assets (–2.6%)				(8,428	)
Net Assets (100.0%)			$	325,741

(a)  Non-income producing security.

(b)  All or a portion of this security was on loan at June 30, 2024.

(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 (excluding 144A holdings) at June 30, 2024 amounts to approximately $7,797,000 and represents 2.4% of net assets.

(d)  At June 30, 2024, the Fund held fair valued securities valued at approximately $7,797,000, representing 2.4% of net assets. These securities have been fair valued using significant unobservable inputs as determined in good faith under procedures established by and under the general supervision of the Company's (as defined herein) Directors.

(e)  Securities are available for collateral in connection with purchased options.

(f)  The approximate fair value and percentage of net assets, $4,397,000 and 1.3%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Consolidated Financial Statements.

(g)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $50,038,000 and the aggregate gross unrealized depreciation is approximately $90,481,000, resulting in net unrealized depreciation of approximately $40,443,000.

Call Options Purchased:

The Fund had the following call options purchased open at June 30, 2024:

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	7.68	Jan-25		111,519,585	$	111,520	$	182	$	422	$	(240	)
JPMorgan Chase Bank NA	USD/CNH	CNH	7.78	Mar-25		102,122,764		102,123		214		433		(219	)
JPMorgan Chase Bank NA	USD/CNH	CNH	7.79	Aug-24		120,919,525		120,920		4		500		(496	)
									$	400	$	1,355	$	(955	)

CNH — Chinese Yuan Renminbi Offshore

USD — United States Dollar

The accompanying notes are an integral part of the consolidated financial statements.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments (cont'd)

Inception Portfolio

Portfolio Composition*

Classification	Percentage of Total Investments
Other**		26.4	%
Software		18.7
Information Technology Services		13.1
Specialty Retail		10.6
Broadline Retail		7.3
Financial Services		7.3
Health Care Providers & Services		6.0
Biotechnology		5.6
Life Sciences Tools & Services		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, 2024.

**  Industries and/or investment types representing less than 5% of total investments.

The accompanying notes are an integral part of the consolidated financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Inception Portfolio

Consolidated Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value(1)​ (Cost $366,253)	$	325,810
Investment in Security of Affiliated Issuer, at Value (Cost $8,359)		8,359
Total Investments in Securities, at Value (Cost $374,612)		334,169
Foreign Currency, at Value (Cost $2)		2
Receivable for Fund Shares Sold		112
Receivable for Investments Sold		34
Dividends Receivable		31
Receivable from Securities Lending Income		30
Receivable from Affiliate		19
Other Assets		102
Total Assets		334,499
Liabilities:
Collateral on Securities Loaned, at Value		5,511
Payable for Fund Shares Redeemed		1,456
Due to Broker		800
Payable for Advisory Fees		595
Payable for Sub Transfer Agency Fees — Class I		170
Payable for Sub Transfer Agency Fees — Class A		45
Payable for Sub Transfer Agency Fees — Class L		—	@
Payable for Sub Transfer Agency Fees — Class C		2
Payable for Professional Fees		43
Payable for Shareholder Services Fees — Class A		25
Payable for Distribution and Shareholder Services Fees — Class L		—	@
Payable for Distribution and Shareholder Services Fees — Class C		7
Payable for Administration Fees		22
Payable for Transfer Agency Fees — Class I		3
Payable for Transfer Agency Fees — Class A		2
Payable for Transfer Agency Fees — Class L		—	@
Payable for Transfer Agency Fees — Class C		1
Payable for Transfer Agency Fees — Class R6		1
Payable for Custodian Fees		5
Other Liabilities		70
Total Liabilities		8,758
Net Assets	$	325,741
Net Assets Consist of:
Paid-in-Capital	$	1,289,064
Total Accumulated Loss		(963,323	)
Net Assets	$	325,741

The accompanying notes are an integral part of the consolidated financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Inception Portfolio

Consolidated Statement of Assets and Liabilities (cont'd)	June 30, 2024 (000)
CLASS I:
Net Assets	$	152,750
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		13,568,044
Net Asset Value, Offering and Redemption Price Per Share	$	11.26
CLASS A:
Net Assets	$	119,430
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		15,963,141
Net Asset Value, Redemption Price Per Share	$	7.48
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	0.41
Maximum Offering Price Per Share	$	7.89
CLASS L:
Net Assets	$	513
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		83,664
Net Asset Value, Offering and Redemption Price Per Share	$	6.14
CLASS C:
Net Assets	$	8,509
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		1,244,777
Net Asset Value, Offering and Redemption Price Per Share	$	6.84
CLASS R6:
Net Assets	$	44,539
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		3,912,055
Net Asset Value, Offering and Redemption Price Per Share	$	11.39
(1​)​ Including: Securities on Loan, at Value:	$	6,223

@  Amount is less than $500.

The accompanying notes are an integral part of the consolidated financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Inception Portfolio

Consolidated Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers	$	300
Dividends from Security of Affiliated Issuer (Note G)		240
Income from Securities Loaned — Net		138
Total Investment Income		678
Expenses:
Advisory Fees (Note B)		1,770
Shareholder Services Fees — Class A (Note D)		183
Distribution and Shareholder Services Fees — Class L (Note D)		2
Distribution and Shareholder Services Fees — Class C (Note D)		48
Administration Fees (Note C)		154
Professional Fees		90
Sub Transfer Agency Fees — Class A		63
Sub Transfer Agency Fees — Class L		—	@
Sub Transfer Agency Fees — Class C		6
Shareholder Reporting Fees		34
Registration Fees		33
Transfer Agency Fees — Class I (Note E)		9
Transfer Agency Fees — Class A (Note E)		5
Transfer Agency Fees — Class L (Note E)		2
Transfer Agency Fees — Class C (Note E)		2
Transfer Agency Fees — Class R6 (Note E)		3
Custodian Fees (Note F)		13
Directors' Fees and Expenses		3
Pricing Fees		2
Other Expenses		18
Total Expenses		2,440
Waiver of Advisory Fees (Note B)		(329	)
Rebate from Morgan Stanley Affiliate (Note G)		(10	)
Reimbursement of Class Specific Expenses — Class L (Note B)		(1	)
Reimbursement of Class Specific Expenses — Class R6 (Note B)		(3	)
Net Expenses		2,097
Net Investment Loss		(1,419	)
Realized Gain (Loss):
Investments Sold		77,708
Foreign Currency Translation		(—	@)
Net Realized Gain		77,708
Change in Unrealized Appreciation (Depreciation):
Investments		(113,956	)
Foreign Currency Translation		(—	@)
Net Change in Unrealized Appreciation (Depreciation)		(113,956	)
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		(36,248	)
Net Decrease in Net Assets Resulting from Operations	$	(37,667	)

@  Amount is less than $500.

The accompanying notes are an integral part of the consolidated financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Inception Portfolio

Consolidated Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Loss	$	(1,419	)	$	(1,373	)
Net Realized Gain (Loss)		77,708			(106,305	)
Net Change in Unrealized Appreciation (Depreciation)		(113,956	)		269,680
Net Increase (Decrease) in Net Assets Resulting from Operations		(37,667	)		162,002
Capital Share Transactions:(1)​
Class I:
Subscribed		44,842			95,724
Redeemed		(76,495	)		(126,212	)
Class A:
Subscribed		4,779			67,668
Redeemed		(51,883	)		(79,946	)
Class L:
Exchanged		—			7
Redeemed		(83	)		(236	)
Class C:
Subscribed		620			1,755
Redeemed		(2,179	)		(3,167	)
Class R6:
Subscribed		3,982			13,339
Redeemed		(15,142	)		(14,989	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(91,559	)		(46,057	)
Redemption Fees		87			37
Total Increase (Decrease) in Net Assets		(129,139	)		115,982
Net Assets:
Beginning of Period		454,880			338,898
End of Period	$	325,741		$	454,880
(1) Capital Share Transactions:
Class I:
Shares Subscribed		3,714			8,900
Shares Redeemed		(6,462	)		(12,362	)
Net Decrease in Class I Shares Outstanding		(2,748	)		(3,462	)
Class A:
Shares Subscribed		612			8,832
Shares Redeemed		(6,701	)		(11,628	)
Net Decrease in Class A Shares Outstanding		(6,089	)		(2,796	)
Class L:
Shares Exchanged		—			1
Shares Redeemed		(13	)		(45	)
Net Decrease in Class L Shares Outstanding		(13	)		(44	)
Class C:
Shares Subscribed		85			265
Shares Redeemed		(309	)		(517	)
Net Decrease in Class C Shares Outstanding		(224	)		(252	)
Class R6:
Shares Subscribed		334			1,351
Shares Redeemed		(1,264	)		(1,373	)
Net Decrease in Class R6 Shares Outstanding		(930	)		(22	)

The accompanying notes are an integral part of the consolidated financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Inception Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	12.34		$	7.99		$	19.75		$	25.48		$	11.19		$	9.62
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(2)​		(0.03	)		(0.02	)		(0.05	)		(0.15	)		(0.10	)		0.01
Net Realized and Unrealized Gain (Loss)		(1.05	)		4.37			(11.68	)		(0.74	)		16.84			3.50
Total from Investment Operations		(1.08	)		4.35			(11.73	)		(0.89	)		16.74			3.51
Distributions from and/or in Excess of:
Net Investment Income		—			—			(0.02	)		(0.11	)		—			—
Net Realized Gain		—			—			(0.01	)		(4.76	)		(2.45	)		(1.94	)
Total Distributions		—			—			(0.03	)		(4.87	)		(2.45	)		(1.94	)
Redemption Fees		0.00	(3)​		0.00	(3)​		0.00	(3)​		0.03			0.00	(3)​		0.00	(3)​
Net Asset Value, End of Period	$	11.26		$	12.34		$	7.99		$	19.75		$	25.48		$	11.19
Total Return(4)​		(8.75	)%(5)​		54.44	%(6)​		(59.42	)%		(3.33	)%		150.57	%		37.11	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	152,750		$	201,414		$	157,990		$	743,854		$	464,639		$	59,092
Ratio of Expenses Before Expense Limitation		1.11	%(7)​		1.11	%		1.41	%		1.12	%		1.18	%		1.21	%
Ratio of Expenses After Expense Limitation		0.93	%(7)(8)​		0.91	%(8)(9)​		1.00	%(8)​		1.00	%(8)​		0.99	%(8)​		0.99	%(8)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.00	%(8)​		N/A			0.99	%(8)​		N/A
Ratio of Net Investment Income (Loss)		(0.57	)%(7)(8)​		(0.21	)%(8)(9)​		(0.43	)%(8)​		(0.49	)%(8)​		(0.54	)%(8)​		0.09	%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.01	%(7)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.01	%		0.01	%
Portfolio Turnover Rate		59	%(5)​		72	%		100	%		111	%		132	%		99	%

(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)  Not annualized.

(6)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class I shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		0.94	%		(0.24	)%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Inception Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	8.22		$	5.33		$	13.20		$	18.68		$	8.51		$	7.68
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.04	)		(0.03	)		(0.06	)		(0.19	)		(0.10	)		(0.02	)
Net Realized and Unrealized Gain (Loss)		(0.70	)		2.92			(7.80	)		(0.53	)		12.72			2.79
Total from Investment Operations		(0.74	)		2.89			(7.86	)		(0.72	)		12.62			2.77
Distributions from and/or in Excess of:
Net Investment Income		—			—			—			(0.03	)		—			—
Net Realized Gain		—			—			(0.01	)		(4.76	)		(2.45	)		(1.94	)
Total Distributions		—			—			(0.01	)		(4.79	)		(2.45	)		(1.94	)
Redemption Fees		0.00	(3)​		0.00	(3)​		0.00	(3)​		0.03			0.00	(3)​		0.00	(3)​
Net Asset Value, End of Period	$	7.48		$	8.22		$	5.33		$	13.20		$	18.68		$	8.51
Total Return(4)​		(9.00	)%(5)​		54.22	%(6)​		(59.57	)%		(3.70	)%		149.86	%		36.71	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	119,430		$	181,264		$	132,493		$	450,058		$	229,641		$	45,097
Ratio of Expenses Before Expense Limitation		1.44	%(7)​		1.36	%		1.62	%		1.40	%		1.44	%		1.52	%
Ratio of Expenses After Expense Limitation		1.27	%(7)(8)​		1.16	%(8)(9)​		1.35	%(8)​		1.33	%(8)​		1.25	%(8)​		1.29	%(8)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.35	%(8)​		N/A			1.25	%(8)​		N/A
Ratio of Net Investment Loss		(0.92	)%(7)(8)​		(0.46	)%(8)(9)​		(0.77	)%(8)​		(0.85	)%(8)​		(0.80	)%(8)​		(0.23	)%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.01	%		0.01	%
Portfolio Turnover Rate		59	%(5)​		72	%		100	%		111	%		132	%		99	%

(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)  Not annualized.

(6)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class A shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.19	%		(0.49	)%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Inception Portfolio

	Class L
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	6.76		$	4.42		$	10.99		$	16.45		$	7.65		$	7.10
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.05	)		(0.06	)		(0.08	)		(0.27	)		(0.16	)		(0.07	)
Net Realized and Unrealized Gain (Loss)		(0.57	)		2.40			(6.48	)		(0.45	)		11.41			2.56
Total from Investment Operations		(0.62	)		2.34			(6.56	)		(0.72	)		11.25			2.49
Distributions from and/or in Excess of:
Net Realized Gain		—			—			(0.01	)		(4.76	)		(2.45	)		(1.94	)
Redemption Fees		0.00	(3)​		0.00	(3)​		0.00	(3)​		0.02			0.00	(3)​		0.00	(3)​
Net Asset Value, End of Period	$	6.14		$	6.76		$	4.42		$	10.99		$	16.45		$	7.65
Total Return		(9.17	)%(4)(5)​		52.94	%(4)(6)​		(59.76	)%(4)​		(4.17	)%(4)​		148.82	%(7)​		35.91	%(4)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	513		$	656		$	623		$	1,874		$	2,543		$	1,218
Ratio of Expenses Before Expense Limitation		2.47	%(8)​		2.55	%		2.32	%		1.95	%		2.10	%		2.15	%
Ratio of Expenses After Expense Limitation		1.84	%(8)(9)​		1.82	%(9)(10)​		1.85	%(9)​		1.85	%(9)​		1.84	%(9)​		1.84	%(9)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.85	%(9)​		N/A			1.84	%(9)​		N/A
Ratio of Net Investment Loss		(1.49	)%(8)(9)​		(1.12	)%(9)(10)​		(1.28	)%(9)​		(1.36	)%(9)​		(1.43	)%(9)​		(0.78	)%(9)​
Ratio of Rebate from Morgan Stanley Affiliates		0.01	%(8)​		0.00	%(11)​		0.00	%(11)​		0.00	%(11)​		0.01	%		0.01	%
Portfolio Turnover Rate		59	%(5)​		72	%		100	%		111	%		132	%		99	%

(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)  Not annualized.

(6)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class L shares.

(7)  Calculated using the NAV for US GAAP financial reporting purposes and as such differs from the total return presented in the Investment Overview.

(8)  Annualized.

(9)  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."

(10)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class L shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.85	%		(1.15	)%

(11)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Inception Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	7.54		$	4.93		$	12.31		$	17.85		$	8.24		$	7.55
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.06	)		(0.08	)		(0.11	)		(0.33	)		(0.22	)		(0.10	)
Net Realized and Unrealized Gain (Loss)		(0.64	)		2.69			(7.26	)		(0.47	)		12.28			2.73
Total from Investment Operations		(0.70	)		2.61			(7.37	)		(0.80	)		12.06			2.63
Distributions from and/or in Excess of:
Net Realized Gain		—			—			(0.01	)		(4.76	)		(2.45	)		(1.94	)
Redemption Fees		0.00	(3)​		0.00	(3)​		(0.01	)		0.02			0.00	(3)​		0.00	(3)​
Net Asset Value, End of Period	$	6.84		$	7.54		$	4.93		$	12.31		$	17.85		$	8.24
Total Return(4)​		(9.28	)%(5)​		52.94	%(6)​		(59.90	)%		(4.37	)%		147.97	%		35.48	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	8,509		$	11,076		$	8,490		$	31,148		$	12,494		$	688
Ratio of Expenses Before Expense Limitation		2.26	%(7)​		2.22	%		2.33	%		2.12	%		2.26	%		2.75	%
Ratio of Expenses After Expense Limitation		2.09	%(7)(8)​		2.02	%(8)(9)​		2.10	%(8)​		2.05	%(8)​		2.07	%(8)​		2.09	%(8)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			2.10	%(8)​		N/A			2.07	%(8)​		N/A
Ratio of Net Investment Loss		(1.73	)%(7)(8)​		(1.31	)%(8)(9)​		(1.53	)%(8)​		(1.55	)%(8)​		(1.61	)%(8)​		(0.99	)%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.01	%		0.01	%
Portfolio Turnover Rate		59	%(5)​		72	%		100	%		111	%		132	%		99	%

(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)  Not annualized.

(6)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class C shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		2.05	%		(1.34	)%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Inception Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(2)​			2019(2)​
Net Asset Value, Beginning of Period	$	12.49		$	8.08		$	19.99		$	25.73		$	11.29		$	9.69
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(3)​		(0.03	)		(0.02	)		(0.04	)		(0.14	)		(0.08	)		0.01
Net Realized and Unrealized Gain (Loss)		(1.07	)		4.43			(11.83	)		(0.74	)		16.97			3.53
Total from Investment Operations		(1.10	)		4.41			(11.87	)		(0.88	)		16.89			3.54
Distributions from and/or in Excess of:
Net Investment Income		—			—			(0.03	)		(0.13	)		—			—
Net Realized Gain		—			—			(0.01	)		(4.76	)		(2.45	)		(1.94	)
Total Distributions		—			—			(0.04	)		(4.89	)		(2.45	)		(1.94	)
Redemption Fees		0.00	(4)​		0.00	(4)​		0.00	(4)​		0.03			0.00	(4)​		0.00	(4)​
Net Asset Value, End of Period	$	11.39		$	12.49		$	8.08		$	19.99		$	25.73		$	11.29
Total Return(5)​		(8.81	)%(6)​		54.58	%(7)​		(59.39	)%		(3.29	)%		150.79	%		37.04	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	44,539		$	60,470		$	39,302		$	141,933		$	154,023		$	64,712
Ratio of Expenses Before Expense Limitation		1.11	%(8)​		1.11	%		1.15	%		1.00	%		1.11	%		1.15	%
Ratio of Expenses After Expense Limitation		0.93	%(8)(9)​		0.90	%(9)(10)​		0.93	%(9)​		0.93	%(9)​		0.92	%(9)​		0.92	%(9)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			0.93	%(9)​		N/A			0.92	%(9)​		N/A
Ratio of Net Investment Income (Loss)		(0.57	)%(8)(9)​		(0.20	)%(9)(10)​		(0.37	)%(9)​		(0.44	)%(9)​		(0.49	)%(9)​		0.12	%(9)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(8)(11)​		0.00	%(11)​		0.00	%(11)​		0.00	%(11)​		0.01	%		0.01	%
Portfolio Turnover Rate		59	%(6)​		72	%		100	%		111	%		132	%		99	%

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(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)  Not annualized.

(7)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class R6 shares.

(8)  Annualized.

(9)  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."

(10)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		0.93	%		(0.23	)%

(11)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these Consolidated financial statements, management has evaluated subsequent events occurring after the date of the Fund's Consolidated Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying consolidated financial statements relates 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 has issued five classes of shares — Class I, Class A, Class L, Class C and Class R6. 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 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 pooled investment vehicles and exchange-traded products that invest in bitcoin ("bitcoin ETFs"). 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 and all accounting policies of the Subsidiary are consistent with those of the Fund. As of June 30, 2024, the Subsidiary represented approximately $8,656,000 or approximately 2.66% of the 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/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

14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/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 reputable broker/dealer or valued by a pricing service/vendor; (5) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (6) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward

rates, respectively, as of 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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.)

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2024:

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	$	18,302	$	—	$	—	$	18,302
Broadline Retail		24,038		—		—		24,038
Chemicals		379		—		—		379
Financial Services		23,954		—		—		23,954
Health Care Equipment & Supplies		1,073		—		—		1,073
Health Care Providers & Services		19,638		—		—		19,638
Health Care Technology		10,729		—		—		10,729
Household Durables		1,979		4,397		—		6,376
Information Technology Services		42,978		—		—		42,978
Interactive Media & Services		11,948		—		—		11,948
Leisure Products		13,558		—		—		13,558
Life Sciences Tools & Services		16,420		—		—		16,420
Media		4,272		—		—		4,272
Metals & Mining		561		—		—		561
Passenger Airlines		1,614		—		—		1,614
Personal Care Products		10,520		—		—		10,520
Pharmaceuticals		1,741		—		—		1,741
Real Estate Management & Development		2,932		—		—		2,932
Software		58,519		—		—		58,519
Specialty Retail		34,846		—		—		34,846

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)
Tech Hardware, Storage & Peripherals	$	1,442	$	—		$	—	$	1,442
Textiles, Apparel & Luxury Goods		1,927		—			—		1,927
Total Common Stocks		303,370		4,397			—		307,767
Preferred Stocks
Health Care Technology		—		—			4,871		4,871
Software		—		—			2,926		2,926
Total Preferred Stocks		—		—			7,797		7,797
Investment Company		8,647		—			—		8,647
Warrants		—		—	†		—		—	†
Call Options Purchased		—		400			—		400
Short-Term Investments
Investment Company		8,359		—			—		8,359
Repurchase Agreements		—		1,199			—		1,199
Total Short-Term Investments		8,359		1,199			—		9,558
Total Assets	$	320,376	$	5,996	†	$	7,797	$	334,169	†

†  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:

	Preferred Stocks (000)
Beginning Balance	$	8,692
Purchases		—
Sales		—
Transfers in		—
Transfers out		—
Corporate actions		—
Change in unrealized appreciation (depreciation)		(895	)
Realized gains (losses)		—
Ending Balance	$	7,797
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2024	$	(895	)

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, 2024. Various valuation techniques were used in the valuation of certain investments and weighted based on the level of significance.

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

The Fund calculated the weighted averages of the unobservable inputs relative to each investment's fair value as of June 30, 2024:

	Fair Value at June 30, 2024 (000)		Valuation Technique	Unobservable Input	Range/ Weighted Average		Impact to Valuation from an Increase in Input*
Preferred Stocks	$	7,797	Discounted Cash Flow	Weighted Average Cost of Capital Perpetual Growth Rate		14.5%–17.5%/15.9% 3.0%–4.0%/3.5%	Decrease Increase
			Market Comparable Companies	Enterprise Value/ Revenue		0.8x–21.7x/3.6x	Increase
				Discount for Lack of Marketability		9.0%–19.0%/15.3%	Decrease
			Comparable Transactions	Enterprise Value/Revenue		1.7x–15.2x/5.4x	Increase

*  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

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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 U.S. 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, risks arising from margin and payment requirements, risks arising from

mispricing or valuation complexity and operational and legal risks. 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 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 ex-change 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.

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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 writes 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, 2024:

	Asset Derivatives Consolidated Statement of Assets and Liabilities Location	Primary Risk Exposure	Value (000)
Purchased Options	Investments, at Value (Purchased Options)	Currency Risk	$	400	(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, 2024 in accordance with ASC 815:

Realized Gain (Loss)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Investments (Purchased Options)	$	(745	)(a)

(a) Amounts are included in Realized Loss on 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)	$	65	(a)

(a) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.

At June 30, 2024, 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(b) (000)			Liabilities(b) (000)
Purchased Options	$	400	(a)	$	—

(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.

(b) 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

19

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2024:

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(b) (000)			Net Amount (not less than $0) (000)
Goldman Sachs International	$	182	$	—	$	(182	)	$	0
JPMorgan Chase Bank NA		218		—		(218	)		0
Total	$	400	$	—	$	(400	)	$	0

(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.

(b) 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, 2024, the approximate average monthly amount outstanding for each derivative type is as follows:

Purchased Options:
Average monthly notional amount	361,088,000

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, 2024:

Gross Amount Not Offset in the Consolidated Statement of Assets and Liabilities
Gross Asset Amount Presented in the Consolidated Statement of Assets and Liabilities (000)			Financial Instrument (000)		Collateral Received (000)			Net Amount (not less than $0) (000)
$	6,223	(a)	$	—	$	(6,223	)(b)(c)	$	0

(a) Represents market value of loaned securities at period end.

(b) The Fund received cash collateral of approximately $5,511,000, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Fund as reported in the Consolidated Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $989,000 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.

(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 borrowings.

The following table displays a breakdown of transactions accounted for as secured borrowings, the gross

20

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

obligations by class of collateral pledged and the remaining contractual maturity of those transactions as of June 30, 2024:

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	$	5,511	$	—	$	—	$	—	$	5,511
Total Borrowings	$	5,511	$	—	$	—	$	—	$	5,511
Gross amount of recognized liabilities for securities lending transactions									$	5,511

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 R6 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 indemnification clauses. The Company's maximum exposure under these arrangements

is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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. 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) net of applicable withholding taxes. 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, co-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 bilion			Next $500 million			Next $500 million			Over $2 billion
	0.92	%		0.85	%		0.80	%		0.75	%

For the six months ended June 30, 2024, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.74% 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,

21

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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% for Class R6 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, 2024, approximately $329,000 of advisory fees were waived and approximately $4,000 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 distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Consolidated Statement of Operations, amounted to approximately $1,000.

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.

22

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $225,039,000 and $310,780,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by approximately $10,000 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	18,691	$	172,916	$	183,248	$	240

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	8,359

During the six months ended June 30, 2024, the Fund incurred approximately $1,000 in brokerage commissions with Morgan Stanley & Co. LLC, an affiliate of the Adviser/Administrator and Distributor, for portfolio transactions executed on behalf of the Fund.

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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 RIC 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 that 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, 2023 remains subject to examination by taxing authorities.

23

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated 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 2023 and 2022 was as follows:

2023 Distributions Paid From:				2022 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	—	$	—	$	936	$	108

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, 2023:

Total Accumulated Loss (000)		Paid-in- Capital (000)
$	2,858	$	(2,858	)

At December 31, 2023, the Fund had no distributable earnings on a tax basis.

At December 31, 2023, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $477,764,000 and $465,858,000 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.

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, 2023, the Fund intends to

defer to January 1, 2024 for U.S. federal income tax purposes the following losses:

Qualified Late Year Ordinary Losses (000)		Post-October Capital Losses (000)
$	1,024	$	—

I. Credit Facility: The Company and other Morgan Stanley funds participated in a $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 72.0%.

K. Market Risk and Risks Relating to Certain Financial Instruments:

Bitcoin: The Fund may have exposure to cryptocurrencies indirectly through cash settled futures bitcoin exposure or indirectly through bitcoin ETFs. 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 bitcoin ETFs (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the bitcoin ETFs investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have

24

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

been and may in the future be highly volatile and subject to sharp declines. 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 Bitcoin ETF exposure could result in substantial losses to the Fund.

Market: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

25

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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- and five-year periods but below its peer group average for the three-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. 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, the actual management fee was lower than its peer group average and the 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.

26

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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

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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MSSMX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

International Advantage Portfolio

Semi-Annual Financial Statements and Additional Information
June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Consolidated Portfolio of Investments	2
Consolidated Statement of Assets and Liabilities	4
Consolidated Statement of Operations	6
Consolidated Statements of Changes in Net Assets	7
Consolidated Financial Highlights	8
Notes to Consolidated Financial Statements	13
Investment Advisory Agreement Approval	22

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) 869-6397. 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.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments

International Advantage Portfolio

	Shares		Value (000)
Common Stocks (99.0%)
Canada (13.4%)
Brookfield Corp.		2,008,953	$	83,452
Brookfield Infrastructure Partners LP		1,887,789		51,801
Canada Goose Holdings, Inc. (See Note G) (a)(b)		3,868,021		50,013
Canadian Pacific Kansas City Ltd.		1,430,218		112,636
Shopify, Inc., Class A (b)		1,564,311		103,323
				401,225
Denmark (9.0%)
DSV AS		1,359,955		208,751
Novo Nordisk AS, Class B		426,797		61,068
				269,819
France (14.9%)
Hermes International		111,180		256,784
L'Oreal SA		102,673		45,193
LVMH Moet Hennessy Louis Vuitton SE		85,934		65,979
Schneider Electric SE		314,266		75,344
				443,300
Hong Kong (2.0%)
AIA Group Ltd.		8,963,300		60,643
India (8.1%)
HDFC Bank Ltd.		4,757,036		96,064
ICICI Bank Ltd. ADR		3,514,864		101,263
Titan Co. Ltd.		1,073,550		43,750
				241,077
Italy (6.9%)
Davide Campari-Milano NV		1,670,698		15,818
Moncler SpA		3,118,144		191,279
				207,097
Japan (5.1%)
Keyence Corp.		346,700		151,743
Netherlands (9.0%)
Adyen NV(b)		71,717		85,177
ASML Holding NV		178,507		181,928
				267,105
Sweden (2.8%)
Evolution AB		793,594		82,605
Switzerland (6.7%)
Chocoladefabriken Lindt & Spruengli AG (Registered)		393		45,302
Cie Financiere Richemont SA, Class A (Registered)		254,926		39,841
Straumann Holding AG (Registered)		940,411		116,083
				201,226
Taiwan (5.4%)
Taiwan Semiconductor Manufacturing Co. Ltd.		5,398,000		159,930

	Shares		Value (000)
United Kingdom (4.7%)
London Stock Exchange Group PLC		708,936	$	84,065
Rightmove PLC		8,182,213		55,230
				139,295
United States (11.0%)
Birkenstock Holding PLC (b)		1,001,137		54,472
MercadoLibre, Inc. (b)		88,840		146,000
Spotify Technology SA (b)		409,894		128,620
				329,092
Total Common Stocks (Cost $2,249,544)				2,954,157
Short-Term Investments (1.6%)
Investment Company (1.6%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G) (Cost $46,217)		46,216,624		46,217
Securities held as Collateral on Loaned Securities (0.0%)‡
Investment Company (0.0%)‡
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G)		875,574		876
	Face Amount (000)
Repurchase Agreements (0.0%)‡
Merrill Lynch & Co., Inc., (5.32%, dated 6/28/24, due 7/1/24; proceeds $166; fully collateralized by a U.S. Government obligation; 0.63% due 11/30/27; valued at $170)	$	166		166
Merrill Lynch & Co., Inc., (5.25%, dated 6/28/24, due 7/1/24; proceeds $77; fully collateralized by a U.S. Government obligation; 0.63% due 11/30/27; valued at $78)		77		77
				243
Total Securities held as Collateral on Loaned Securities (Cost $1,119)				1,119
Total Short-Term Investments (Cost $47,336)				47,336
Total Investments (100.6%) (Cost $2,296,880) including $14,496 of Securities Loaned (c)(d)				3,001,493
Liabilities in Excess of Other Assets (–0.6%)				(18,368	)
Net Assets (100.0%)			$	2,983,125

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.

‡  Amount is less than 0.05%.

(a)  All or a portion of this security was on loan at June 30, 2024.

(b)  Non-income producing security.

The accompanying notes are an integral part of the consolidated financial statements.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments (cont'd)

International Advantage Portfolio

(c)  The approximate fair value and percentage of net assets, $2,122,577,000 and 71.2%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Consolidated Financial Statements.

(d)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $847,467,000 and the aggregate gross unrealized depreciation is approximately $142,854,000, resulting in net unrealized appreciation of approximately $704,613,000.

ADR  American Depositary Receipt.

Portfolio Composition*

Classification	Percentage of Total Investments
Other**		40.9	%
Textiles, Apparel & Luxury Goods		23.4
Semiconductors & Semiconductor Equipment		11.4
Air Freight & Logistics		7.0
Banks		6.6
Capital Markets		5.6
Electronic Equipment, Instruments & Components		5.1
Total Investments		100.0	%

*  Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2024.

**  Industries and/or investment types representing less than 5% of total investments.

The accompanying notes are an integral part of the consolidated financial statements.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

International Advantage Portfolio

Consolidated Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value(1)​ (Cost $2,157,968)	$	2,904,387
Investment in Security of Affiliated Issuer, at Value (Cost $138,912)		97,106
Total Investments in Securities, at Value (Cost $2,296,880)		3,001,493
Foreign Currency, at Value (Cost $923)		919
Cash		964
Receivable for Investments Sold		22,514
Tax Reclaim Receivable		4,058
Receivable for Fund Shares Sold		1,694
Dividends Receivable		1,658
Receivable from Affiliate		122
Receivable from Securities Lending Income		18
Other Assets		230
Total Assets		3,033,670
Liabilities:
Payable for Investments Purchased		36,632
Payable for Advisory Fees		5,857
Payable for Fund Shares Redeemed		3,637
Deferred Capital Gain Country Tax		1,942
Collateral on Securities Loaned, at Value		1,119
Payable for Sub Transfer Agency Fees — Class I		550
Payable for Sub Transfer Agency Fees — Class A		93
Payable for Sub Transfer Agency Fees — Class L		—	@
Payable for Sub Transfer Agency Fees — Class C		4
Payable for Administration Fees		200
Payable for Custodian Fees		128
Payable for Shareholder Services Fees — Class A		70
Payable for Distribution and Shareholder Services Fees — Class L		—	@
Payable for Distribution and Shareholder Services Fees — Class C		12
Payable for Professional Fees		46
Payable for Transfer Agency Fees — Class I		19
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 R6		1
Other Liabilities		234
Total Liabilities		50,545
Net Assets	$	2,983,125
Net Assets Consist of:
Paid-in-Capital	$	2,804,854
Total Distributable Earnings		178,271
Net Assets	$	2,983,125

The accompanying notes are an integral part of the consolidated financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

International Advantage Portfolio

Consolidated Statement of Assets and Liabilities (cont'd)	June 30, 2024 (000)
CLASS I:
Net Assets	$	2,445,171
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		106,050,953
Net Asset Value, Offering and Redemption Price Per Share	$	23.06
CLASS A:
Net Assets	$	336,602
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		15,016,870
Net Asset Value, Redemption Price Per Share	$	22.41
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	1.24
Maximum Offering Price Per Share	$	23.65
CLASS L:
Net Assets	$	427
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		20,182
Net Asset Value, Offering and Redemption Price Per Share	$	21.14
CLASS C:
Net Assets	$	13,891
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		670,184
Net Asset Value, Offering and Redemption Price Per Share	$	20.73
CLASS R6:
Net Assets	$	187,034
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		8,077,413
Net Asset Value, Offering and Redemption Price Per Share	$	23.16
(1​)​ Including: Securities on Loan, at Value:	$	14,496

@  Amount is less than $500.

The accompanying notes are an integral part of the consolidated financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

International Advantage Portfolio

Consolidated Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $2,912 of Foreign Taxes Withheld)	$	20,312
Dividends from Security of Affiliated Issuer (Note G)		1,782
Income from Securities Loaned — Net		501
Total Investment Income		22,595
Expenses:
Advisory Fees (Note B)		12,075
Sub Transfer Agency Fees — Class I		1,347
Sub Transfer Agency Fees — Class A		275
Sub Transfer Agency Fees — Class L		—	@
Sub Transfer Agency Fees — Class C		9
Administration Fees (Note C)		1,262
Shareholder Services Fees — Class A (Note D)		453
Distribution and Shareholder Services Fees — Class L (Note D)		2
Distribution and Shareholder Services Fees — Class C (Note D)		80
Custodian Fees (Note F)		239
Shareholder Reporting Fees		96
Professional Fees		85
Transfer Agency Fees — Class I (Note E)		62
Transfer Agency Fees — Class A (Note E)		5
Transfer Agency Fees — Class L (Note E)		1
Transfer Agency Fees — Class C (Note E)		2
Transfer Agency Fees — Class R6 (Note E)		4
Registration Fees		36
Directors' Fees and Expenses		21
Pricing Fees		1
Other Expenses		84
Total Expenses		16,139
Rebate from Morgan Stanley Affiliate (Note G)		(66	)
Reimbursement of Class Specific Expenses — Class L (Note B)		(1	)
Net Expenses		16,072
Net Investment Income		6,523
Realized Gain (Loss):
Investments Sold (Net of $3,675 of Capital Gain Country Tax)		205,732
Investments in Affiliates		(1,837	)
Foreign Currency Translation		49
Net Realized Gain		203,944
Change in Unrealized Appreciation (Depreciation):
Investments (Net of Decrease in Deferred Capital Gain Country Tax of $5,684)		(134,670	)
Investments in Affiliates		6,218
Foreign Currency Translation		(280	)
Net Change in Unrealized Appreciation (Depreciation)		(128,732	)
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		75,212
Net Increase in Net Assets Resulting from Operations	$	81,735

@  Amount is less than $500.

The accompanying notes are an integral part of the consolidated financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

International Advantage Portfolio

Consolidated Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	6,523		$	6,823
Net Realized Gain (Loss)		203,944			(276,070	)
Net Change in Unrealized Appreciation (Depreciation)		(128,732	)		786,283
Net Increase in Net Assets Resulting from Operations		81,735			517,036
Dividends and Distributions to Shareholders:
Class I		—			(1,347	)
Class R6		—			(306	)
Total Dividends and Distributions to Shareholders		—			(1,653	)
Capital Share Transactions, including direct exchanges pursuant to share class conversions for all periods presented, were as follows:(1)​
Class I:
Subscribed		246,212			700,852
Distributions Reinvested		—			1,319
Redeemed		(493,284	)		(893,543	)
Class A:
Subscribed		21,594			131,644
Redeemed		(69,813	)		(207,529	)
Class L:
Redeemed		(4	)		(52	)
Class C:
Subscribed		154			993
Redeemed		(5,771	)		(6,747	)
Class R6:
Subscribed		12,468			99,191
Distributions Reinvested		—			223
Redeemed		(25,462	)		(47,200	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(313,906	)		(220,849	)
Total Increase (Decrease) in Net Assets		(232,171	)		294,534
Net Assets:
Beginning of Period		3,215,296			2,920,762
End of Period	$	2,983,125		$	3,215,296
(1)   Capital Share Transactions:
Class I:
Shares Subscribed		10,624			32,920
Shares Issued on Distributions Reinvested		—			59
Shares Redeemed		(21,341	)		(41,998	)
Net Decrease in Class I Shares Outstanding		(10,717	)		(9,019	)
Class A:
Shares Subscribed		959			6,446
Shares Redeemed		(3,107	)		(10,212	)
Net Decrease in Class A Shares Outstanding		(2,148	)		(3,766	)
Class L:
Shares Redeemed		(—	@)		(2	)
Class C:
Shares Subscribed		7			51
Shares Redeemed		(277	)		(349	)
Net Decrease in Class C Shares Outstanding		(270	)		(298	)
Class R6:
Shares Subscribed		534			4,554
Shares Issued on Distributions Reinvested		—			10
Shares Redeemed		(1,092	)		(2,238	)
Net Increase (Decrease) in Class R6 Shares Outstanding		(558	)		2,326

@  Amount is less than 500 shares.

The accompanying notes are an integral part of the consolidated financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

International Advantage Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	22.48		$	19.00		$	30.30		$	27.05		$	20.45		$	15.74
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(2)​		0.05			0.05			0.00	(3)​		(0.08	)		(0.07	)		0.06
Net Realized and Unrealized Gain (Loss)		0.53			3.44			(10.43	)		3.63			6.68			4.67
Total from Investment Operations		0.58			3.49			(10.43	)		3.55			6.61			4.73
Distributions from and/or in Excess of:
Net Investment Income		—			(0.01	)		—			—			(0.01	)		(0.00	)(3)​
Net Realized Gain		—			—			(0.87	)		(0.30	)		—			(0.02	)
Total Distributions		—			(0.01	)		(0.87	)		(0.30	)		(0.01	)		(0.02	)
Redemption Fees		—			—			0.00	(3)​		0.00	(3)​		—			0.00	(3)​
Net Asset Value, End of Period	$	23.06		$	22.48		$	19.00		$	30.30		$	27.05		$	20.45
Total Return(4)​		2.58	%(5)​		18.38	%(6)​		(34.46	)%		13.16	%		32.33	%		30.09	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	2,445,171		$	2,625,192		$	2,390,415		$	5,419,831		$	3,841,122		$	1,900,219
Ratio of Expenses Before Expense Limitation		0.99	%(7)​		1.00	%		1.01	%		0.97	%		N/A			1.03	%
Ratio of Expenses After Expense Limitation		0.99	%(7)(8)​		0.97	%(8)(9)​		1.01	%(8)​		0.97	%(8)​		0.98	%(8)​		0.98	%(8)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			0.98	%(8)​		N/A
Ratio of Net Investment Income (Loss)		0.45	%(7)(8)​		0.24	%(8)(9)​		0.00	%(8)​		(0.28	)%(8)​		(0.31	)%(8)​		0.32	%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.01	%		0.00	%(10)​		0.00	%(10)​		0.01	%		0.02	%
Portfolio Turnover Rate		13	%(5)​		32	%		19	%		22	%		18	%		15	%

(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)  Not annualized.

(6)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class I shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.99	%		0.22	%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

International Advantage Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	21.89		$	18.54		$	29.69		$	26.58		$	20.16		$	15.56
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(2)​		0.02			(0.01	)		(0.06	)		(0.17	)		(0.13	)		0.01
Net Realized and Unrealized Gain (Loss)		0.50			3.36			(10.22	)		3.58			6.56			4.61
Total from Investment Operations		0.52			3.35			(10.28	)		3.41			6.43			4.62
Distributions from and/or in Excess of:
Net Investment Income		—			—			—			—			(0.01	)		—
Net Realized Gain		—			—			(0.87	)		(0.30	)		—			(0.02	)
Total Distributions		—			—			(0.87	)		(0.30	)		(0.01	)		(0.02	)
Redemption Fees		—			—			0.00	(3)​		0.00	(3)​		—			0.00	(3)​
Net Asset Value, End of Period	$	22.41		$	21.89		$	18.54		$	29.69		$	26.58		$	20.16
Total Return(4)​		2.42	%(5)​		18.07	%(6)​		(34.66	)%		12.87	%		31.90	%		29.72	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	336,602		$	375,712		$	388,125		$	776,662		$	589,317		$	379,237
Ratio of Expenses Before Expense Limitation		1.29	%(7)​		1.27	%		1.30	%		1.26	%		N/A			1.30	%
Ratio of Expenses After Expense Limitation		1.29	%(7)(8)​		1.25	%(8)(9)​		1.30	%(8)​		1.26	%(8)​		1.27	%(8)​		1.28	%(8)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			1.27	%(8)​		N/A
Ratio of Net Investment Income (Loss)		0.14	%(7)(8)​		(0.03	)%(8)(9)​		(0.27	)%(8)​		(0.57	)%(8)​		(0.60	)%(8)​		0.04	%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.01	%		0.00	%(10)​		0.00	%(10)​		0.01	%		0.02	%
Portfolio Turnover Rate		13	%(5)​		32	%		19	%		22	%		18	%		15	%

(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)  Not annualized.

(6)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class A shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.26	%		(0.04	)%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

International Advantage Portfolio

	Class L
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	20.70		$	17.64		$	28.46		$	25.64		$	19.56		$	15.18
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.04	)		(0.12	)		(0.18	)		(0.32	)		(0.24	)		(0.09	)
Net Realized and Unrealized Gain (Loss)		0.48			3.18			(9.77	)		3.44			6.33			4.49
Total from Investment Operations		0.44			3.06			(9.95	)		3.12			6.09			4.40
Distributions from and/or in Excess of:
Net Investment Income		—			—			—			—			(0.01	)		—
Net Realized Gain		—			—			(0.87	)		(0.30	)		—			(0.02	)
Total Distributions		—			—			(0.87	)		(0.30	)		(0.01	)		(0.02	)
Redemption Fees		—			—			0.00	(3)​		0.00	(3)​		—			0.00	(3)​
Net Asset Value, End of Period	$	21.14		$	20.70		$	17.64		$	28.46		$	25.64		$	19.56
Total Return(4)​		2.13	%(5)​		17.35	%(6)​		(35.00	)%		12.21	%		31.14	%		29.01	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	427		$	421		$	403		$	279		$	350		$	226
Ratio of Expenses Before Expense Limitation		2.15	%(7)​		2.26	%		2.55	%		2.29	%		2.48	%		2.59	%
Ratio of Expenses After Expense Limitation		1.85	%(7)(8)​		1.82	%(8)(9)​		1.85	%(8)​		1.85	%(8)​		1.84	%(8)​		1.83	%(8)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			1.84	%(8)​		N/A
Ratio of Net Investment Loss		(0.41	)%(7)(8)​		(0.61	)%(8)(9)​		(0.93	)%(8)​		(1.16	)%(8)​		(1.17	)%(8)​		(0.48	)%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.01	%		0.00	%(10)​		0.00	%(10)​		0.01	%		0.02	%
Portfolio Turnover Rate		13	%(5)​		32	%		19	%		22	%		18	%		15	%

(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)  Not annualized.

(6)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class L shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class L shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.84	%		(0.63	)%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

International Advantage Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	20.31		$	17.33		$	28.03		$	25.29		$	19.31		$	15.02
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.06	)		(0.14	)		(0.20	)		(0.35	)		(0.26	)		(0.12	)
Net Realized and Unrealized Gain (Loss)		0.48			3.12			(9.63	)		3.39			6.25			4.43
Total from Investment Operations		0.42			2.98			(9.83	)		3.04			5.99			4.31
Distributions from and/or in Excess of:
Net Investment Income		—			—			—			—			(0.01	)		—
Net Realized Gain		—			—			(0.87	)		(0.30	)		—			(0.02	)
Total Distributions		—			—			(0.87	)		(0.30	)		(0.01	)		(0.02	)
Redemption Fees		—			—			0.00	(3)​		0.00	(3)​		—			0.00	(3)​
Net Asset Value, End of Period	$	20.73		$	20.31		$	17.33		$	28.03		$	25.29		$	19.31
Total Return(4)​		2.07	%(5)​		17.20	%(6)​		(35.11	)%		12.06	%		31.03	%		28.72	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	13,891		$	19,092		$	21,455		$	42,922		$	24,926		$	18,180
Ratio of Expenses Before Expense Limitation		2.01	%(7)​		1.97	%		2.01	%		1.96	%		N/A			2.03	%
Ratio of Expenses After Expense Limitation		2.01	%(7)(8)​		1.94	%(8)(9)​		2.01	%(8)​		1.96	%(8)​		1.97	%(8)​		2.01	%(8)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			1.97	%(8)​		N/A
Ratio of Net Investment Loss		(0.58	)%(7)(8)​		(0.73	)%(8)(9)​		(1.02	)%(8)​		(1.27	)%(8)​		(1.29	)%(8)​		(0.69	)%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.01	%		0.00	%(10)​		0.00	%(10)​		0.01	%		0.02	%
Portfolio Turnover Rate		13	%(5)​		32	%		19	%		22	%		18	%		15	%

(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)  Not annualized.

(6)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class C shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.96	%		(0.75	)%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

International Advantage Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(2)​			2019(2)​
Net Asset Value, Beginning of Period	$	22.57		$	19.08		$	30.38		$	27.09		$	20.46		$	15.75
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(3)​		0.06			0.07			—			(0.06	)		(0.06	)		0.05
Net Realized and Unrealized Gain (Loss)		0.53			3.46			(10.43	)		3.65			6.70			4.69
Total from Investment Operations		0.59			3.53			(10.43	)		3.59			6.64			4.74
Distributions from and/or in Excess of:
Net Investment Income		—			(0.04	)		—			—			(0.01	)		(0.01	)
Net Realized Gain		—			—			(0.87	)		(0.30	)		—			(0.02	)
Total Distributions		—			(0.04	)		(0.87	)		(0.30	)		(0.01	)		(0.03	)
Redemption Fees		—			—			0.00	(4)​		0.00	(4)​		—			0.00	(4)​
Net Asset Value, End of Period	$	23.16		$	22.57		$	19.08		$	30.38		$	27.09		$	20.46
Total Return(5)​		2.61	%(6)​		18.54	%(7)​		(34.40	)%		13.29	%		32.46	%		30.14	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	187,034		$	194,879		$	120,364		$	273,564		$	98,182		$	774
Ratio of Expenses Before Expense Limitation		0.89	%(8)​		0.89	%		0.89	%		0.87	%		N/A			3.28	%
Ratio of Expenses After Expense Limitation		0.89	%(8)(9)​		0.86	%(9)(10)​		0.89	%(9)​		0.87	%(9)​		0.89	%(9)​		0.93	%(9)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			0.89	%(9)​		N/A
Ratio of Net Investment Income (Loss)		0.54	%(8)(9)​		0.35	%(9)(10)​		0.01	%(9)​		(0.19	)%(9)​		(0.26	)%(9)​		0.24	%(9)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(8)(11)​		0.01	%		0.00	%(11)​		0.00	%(11)​		0.01	%		0.02	%
Portfolio Turnover Rate		13	%(6)​		32	%		19	%		22	%		18	%		15	%

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(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)  Not annualized.

(7)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class R6 shares.

(8)  Annualized.

(9)  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."

(10)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.88	%		0.33	%

(11)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Consolidated Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying consolidated financial statements relates to the International Advantage Portfolio. The Fund seeks long-term capital appreciation.

The Fund has issued five classes of shares — Class I, Class A, Class L, Class C and Class R6. Class C shares will automatically convert to Class A shares eight years after the end of the calendar month in which the shares were purchased. 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 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 pooled investment vehicles and exchange-traded products that invest in bitcoin ("bitcoin ETFs"). 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 and all accounting policies of the Subsidiary are consistent with those of the Fund. As of June 30, 2024, the Subsidiary represented 0% of the 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/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

13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (5) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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.

June 30, 2024 (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, 2024:

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	$	—	$	208,751	$	—	$	208,751
Banks		101,263		96,064		—		197,327
Beverages		—		15,818		—		15,818
Broadline Retail		146,000		—		—		146,000
Capital Markets		83,452		84,065		—		167,517
Electrical Equipment		—		75,344		—		75,344
Electronic Equipment, Instruments & Components		—		151,743		—		151,743
Entertainment		128,620		—		—		128,620
Financial Services		—		85,177		—		85,177
Food Products		—		45,302		—		45,302
Ground Transportation		112,636		—		—		112,636
Health Care Equipment & Supplies		—		116,083		—		116,083
Hotels, Restaurants & Leisure		—		82,605		—		82,605
Information Technology Services		103,323		—		—		103,323
Insurance		—		60,643		—		60,643
Interactive Media & Services		—		55,230		—		55,230

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)
Multi-Utilities	$	51,801	$	—	$	—	$	51,801
Personal Care Products		—		45,193		—		45,193
Pharmaceuticals		—		61,068		—		61,068
Semiconductors & Semiconductor Equipment		—		341,858		—		341,858
Textiles, Apparel & Luxury Goods		104,485		597,633		—		702,118
Total Common Stocks		831,580		2,122,577		—		2,954,157
Short-Term Investments
Investment Company		47,093		—		—		47,093
Repurchase Agreements		—		243		—		243
Total Short-Term Investments		47,093		243		—		47,336
Total Assets	$	878,673	$	2,122,820	$	—	$	3,001,493

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.

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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 U.S. 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.  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.

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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, 2024:

Gross Amount Not Offset in the Consolidated Statement of Assets and Liabilities
Gross Asset Amount Presented in the Consolidated Statement of Assets and Liabilities (000)			Financial Instrument (000)		Collateral Received (000)			Net Amount (not less than $0) (000)
$	14,496	(a)	$	—	$	(14,496	)(b)(c)	$	0

(a) Represents market value of loaned securities at period end.

(b) The Fund received cash collateral of approximately $1,119,000, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Fund as reported in the Consolidated Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $14,016,000 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.

(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 borrowings.

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, 2024:

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	$	1,119	$	—	$	—	$	—	$	1,119
Total Borrowings	$	1,119	$	—	$	—	$	—	$	1,119
Gross amount of recognized liabilities for securities lending transactions									$	1,119

6.  Indemnifications: The Company enters into contracts that contain a variety of indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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. 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) net of applicable withholding taxes. 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, co-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, 2024, the advisory fee rate (net of waiver/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%

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

for Class R6 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, 2024, 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.

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 distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Consolidated Statement of Operations, amounted to approximately $9,000.

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.

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

G. Security Transactions and Transactions with Affiliates: For the six months ended June 30, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $397,380,000 and $656,070,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by approximately $66,000 relating to the Fund's investment in the Liquidity Fund.

The Fund may invest in affiliated entities, deemed to be affiliates as a result of the Fund owning five percent or more of the entity's voting securities.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company/Issuer	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	101,333	$	325,551	$	379,791	$	1,782
Canada Goose Holdings, Inc.		47,171		—		1,539		—
Total	$	148,504	$	325,551	$	381,330	$	1,782

Affiliated Investment Company/Issuer (cont'd)	Realized Gain (Loss) (000)			Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—		$	—	$	47,093
Canada Goose Holdings, Inc.		(1,837	)		6,218		50,013
Total	$	(1,837	)	$	6,218	$	97,106

During the six months ended June 30, 2024, the Fund incurred approximately $7,000 in brokerage commissions with Morgan Stanley & Co. LLC, an affiliate of the Adviser/Administrator and Distributor, for portfolio transactions executed on behalf of the Fund.

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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 RIC 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,

19

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:				2022 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	1,653	$	—	$	—	$	130,876

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 prior year tax return adjustment, resulted in the following reclassifications among the components of net assets at December 31, 2023:

Total Distributable Earnings (000)			Paid-in- Capital (000)
$	(479	)	$	479

At December 31, 2023, 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)
$	3,517	$	—

At December 31, 2023, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $54,799,000 and $642,664,000, 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 $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 67.7%.

K. Market Risk and Risks Relating to Certain Financial Instruments:

Bitcoin: The Fund may have exposure to cryptocurrencies indirectly through cash settled futures bitcoin exposure or indirectly through bitcoin ETFs. 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 bitcoin ETFs (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the bitcoin ETFs investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile and subject to sharp declines. 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

20

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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 Bitcoin ETF exposure could result in substantial losses to the Fund.

Market: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

21

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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- and five-year periods but below its peer group average for the three-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. 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 and the actual management fee and total expense ratio were higher than its peer group averages. After discussion, the Board concluded that the Fund's (i) performance was competitive with its peer group average; and (ii) management fee and total expense ratio were 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

22

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Investment Advisory Agreement Approval (cont'd)

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.

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.

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

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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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MFAPX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

International Equity

Portfolio

Semi-Annual Financial Statements and Additional Information

June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Portfolio of Investments	2
Statement of Assets and Liabilities	4
Statement of Operations	6
Statements of Changes in Net Assets	7
Financial Highlights	9
Notes to Financial Statements	14
Investment Advisory Agreement Approval	21

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) 869-6397. 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.

June 30, 2024 (unaudited)

Portfolio of Investments

International Equity Portfolio

	Shares		Value (000)
Common Stocks (97.9%)
Australia (1.3%)
Aristocrat Leisure Ltd.		501,122	$	16,595
Belgium (1.2%)
KBC Group NV		217,415		15,320
Canada (6.1%)
Agnico Eagle Mines Ltd.		406,300		26,575
Constellation Software, Inc.		13,309		38,348
Tourmaline Oil Corp.		325,468		14,762
				79,685
China (0.8%)
Tsingtao Brewery Co. Ltd., Class H (a)(b)		1,676,000		11,148
Denmark (4.0%)
Carlsberg AS Series B		232,732		27,940
Tryg AS		1,096,356		23,954
				51,894
Finland (2.2%)
Kone OYJ, Class B		574,525		28,486
France (11.9%)
AXA SA		338,987		11,109
Capgemini SE		109,091		21,670
Legrand SA		271,219		26,920
L'Oreal SA		29,276		12,886
LVMH Moet Hennessy Louis Vuitton SE		23,412		17,975
Pernod Ricard SA		140,572		19,180
Safran SA		104,581		22,041
Sanofi SA		238,710		23,022
				154,803
Germany (12.3%)
Deutsche Boerse AG		108,211		22,118
Deutsche Post AG (Registered)		457,121		18,562
Infineon Technologies AG		791,743		29,057
Merck KGaA		91,135		15,072
QIAGEN NV (b)		738,665		30,520
SAP SE		223,480		44,892
				160,221
Hong Kong (1.7%)
AIA Group Ltd. (a)		3,332,600		22,548
Italy (1.8%)
Davide Campari-Milano NV		1,326,367		12,557
Moncler SpA		181,530		11,136
				23,693
Japan (5.2%)
Hoya Corp.		113,700		13,296
Keyence Corp.		15,600		6,828
Kyocera Corp.		857,700		9,892
SMC Corp.		37,800		18,010
Sony Group Corp.		242,300		20,649
				68,675
Korea, Republic of (1.9%)
Samsung Electronics Co. Ltd.		423,422		24,920

	Shares		Value (000)
Netherlands (4.0%)
Heineken NV		241,781	$	23,391
Universal Music Group NV		959,657		28,548
				51,939
Singapore (2.0%)
DBS Group Holdings Ltd.		981,110		25,841
Sweden (5.5%)
Atlas Copco AB, Class A		457,951		8,599
Boliden AB		314,803		10,124
Epiroc AB, Class A		801,578		16,062
Evolution AB		124,985		13,010
Hexagon AB, Class B		2,150,030		24,362
				72,157
Switzerland (4.4%)
Alcon, Inc.		95,142		8,457
Novartis AG (Registered)		143,905		15,322
Roche Holding AG (Genusschein)		87,755		24,313
UBS Group AG (Registered) (b)		310,635		9,124
				57,216
Taiwan (1.9%)
Taiwan Semiconductor Manufacturing Co. Ltd. ADR		141,594		24,610
United Kingdom (29.7%)
Anglo American PLC		735,696		23,248
Associated British Foods PLC		519,191		16,211
AstraZeneca PLC		242,496		37,740
BP PLC		5,090,147		30,647
British American Tobacco PLC		595,710		18,300
Experian PLC		358,868		16,672
Haleon PLC		7,139,677		29,049
Halma PLC		934,425		31,851
Hiscox Ltd.		1,434,496		20,822
NatWest Group PLC		4,588,682		18,052
Prudential PLC		1,617,076		14,662
Reckitt Benckiser Group PLC		397,607		21,510
RELX PLC (Euronext NV)		429,498		19,655
RELX PLC (LSE)		378,570		17,346
Rightmove PLC		2,963,429		20,003
Shell PLC		1,093,383		39,218
St. James's Place PLC		1,748,028		12,012
				386,998
Total Common Stocks (Cost $949,297)				1,276,749
	No. of Warrants
Warrants (0.0%)
Canada (0.0%)
Constellation Software, Inc. expires 3/31/40 (b) (Cost $—)		18,454		—

The accompanying notes are an integral part of the financial statements.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Portfolio of Investments (cont'd)

International Equity Portfolio

	Shares		Value (000)
Short-Term Investment (1.2%)
Investment Company (1.2%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G) (Cost $15,322)		15,321,866	$	15,322
Total Investments (99.1%) (Cost $964,619) (c)(d)				1,292,071
Other Assets in Excess of Liabilities (0.9%)				12,004
Net Assets (100.0%)			$	1,304,075

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)  The approximate fair value and percentage of net assets, $1,172,454,000 and 89.9%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Financial Statements.

(d)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $346,588,000 and the aggregate gross unrealized depreciation is approximately $19,136,000, resulting in net unrealized appreciation of approximately $327,452,000.

ADR  American Depositary Receipt.

Euronext NV  Euronext Amsterdam Stock Market.

LSE  London Stock Exchange.

Portfolio Composition

Classification	Percentage of Total Investments
Other*		52.4	%
Pharmaceuticals		9.0
Beverages		7.4
Insurance		7.0
Oil, Gas & Consumable Fuels		6.5
Software		6.5
Electronic Equipment, Instruments & Components		5.7
Machinery		5.5
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.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

International Equity Portfolio

Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $949,297)	$	1,276,749
Investment in Security of Affiliated Issuer, at Value (Cost $15,322)		15,322
Total Investments in Securities, at Value (Cost $964,619)		1,292,071
Foreign Currency, at Value (Cost $6,532)		6,529
Receivable for Investments Sold		8,374
Tax Reclaim Receivable		5,423
Dividends Receivable		943
Receivable for Fund Shares Sold		142
Receivable from Affiliate		41
Other Assets		97
Total Assets		1,313,620
Liabilities:
Payable for Investments Purchased		6,549
Payable for Advisory Fees		2,410
Payable for Sub Transfer Agency Fees — Class I		176
Payable for Sub Transfer Agency Fees — Class A		8
Payable for Sub Transfer Agency Fees — Class L		—	@
Payable for Sub Transfer Agency Fees — Class C		—	@
Payable for Fund Shares Redeemed		173
Payable for Administration Fees		88
Payable for Custodian Fees		45
Payable for Professional Fees		39
Payable for Shareholder Services Fees — Class A		11
Payable for Distribution and Shareholder Services Fees — Class L		2
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		1
Payable for Transfer Agency Fees — Class L		1
Payable for Transfer Agency Fees — Class C		—	@
Payable for Transfer Agency Fees — Class R6		—	@
Other Liabilities		37
Total Liabilities		9,545
Net Assets	$	1,304,075
Net Assets Consist of:
Paid-in-Capital	$	883,070
Total Distributable Earnings		421,005
Net Assets	$	1,304,075

The accompanying notes are an integral part of the financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

International Equity Portfolio

Statement of Assets and Liabilities (cont'd)	June 30, 2024 (000)
CLASS I:
Net Assets	$	1,095,221
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		77,580,098
Net Asset Value, Offering and Redemption Price Per Share	$	14.12
CLASS A:
Net Assets	$	41,429
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		2,908,884
Net Asset Value, Redemption Price Per Share	$	14.24
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	0.79
Maximum Offering Price Per Share	$	15.03
CLASS L:
Net Assets	$	3,857
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		280,126
Net Asset Value, Offering and Redemption Price Per Share	$	13.77
CLASS C:
Net Assets	$	1,038
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		77,296
Net Asset Value, Offering and Redemption Price Per Share	$	13.43
CLASS R6:
Net Assets	$	162,530
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		11,521,304
Net Asset Value, Offering and Redemption Price Per Share	$	14.11

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

International Equity Portfolio

Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $2,304 of Foreign Taxes Withheld)	$	22,428
Dividends from Security of Affiliated Issuer (Note G)		430
Total Investment Income		22,858
Expenses:
Advisory Fees (Note B)		5,265
Sub Transfer Agency Fees — Class I		547
Sub Transfer Agency Fees — Class A		21
Sub Transfer Agency Fees — Class L		1
Sub Transfer Agency Fees — Class C		1
Administration Fees (Note C)		526
Custodian Fees (Note F)		87
Professional Fees		80
Shareholder Services Fees — Class A (Note D)		53
Distribution and Shareholder Services Fees — Class L (Note D)		14
Distribution and Shareholder Services Fees — Class C (Note D)		5
Registration Fees		29
Shareholder Reporting Fees		25
Transfer Agency Fees — Class I (Note E)		8
Transfer Agency Fees — Class A (Note E)		3
Transfer Agency Fees — Class L (Note E)		2
Transfer Agency Fees — Class C (Note E)		1
Transfer Agency Fees — Class R6 (Note E)		2
Directors' Fees and Expenses		9
Pricing Fees		2
Other Expenses		38
Total Expenses		6,719
Reimbursement of Class Specific Expenses — Class I (Note B)		(336	)
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 R6 (Note B)		(2	)
Waiver of Advisory Fees (Note B)		(73	)
Rebate from Morgan Stanley Affiliate (Note G)		(16	)
Net Expenses		6,291
Net Investment Income		16,567
Realized Gain:
Investments Sold		101,765
Foreign Currency Translation		22
Net Realized Gain		101,787
Change in Unrealized Appreciation (Depreciation):
Investments		(67,973	)
Foreign Currency Translation		(305	)
Net Change in Unrealized Appreciation (Depreciation)		(68,278	)
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		33,509
Net Increase in Net Assets Resulting from Operations	$	50,076

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

International Equity Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	16,567		$	21,603
Net Realized Gain		101,787			25,729
Net Change in Unrealized Appreciation (Depreciation)		(68,278	)		164,765
Net Increase in Net Assets Resulting from Operations		50,076			212,097
Dividends and Distributions to Shareholders:
Class I		—			(46,352	)
Class A		—			(1,036	)
Class L		—			(134	)
Class C		—			(37	)
Class R6		—			(10,417	)
Total Dividends and Distributions to Shareholders		—			(57,976	)
Capital Share Transactions, including direct exchanges pursuant to share class conversions for all periods presented, were as follows:(1)​
Class I:
Subscribed		48,798			347,460
Distributions Reinvested		—			46,225
Redeemed		(74,886	)		(145,138	)
Class A:
Subscribed		373			1,776
Distributions Reinvested		—			1,009
Redeemed		(3,997	)		(326,077	)
Class L:
Distributions Reinvested		—			133
Redeemed		(120	)		(287	)
Class C:
Subscribed		32			90
Distributions Reinvested		—			37
Redeemed		(133	)		(239	)
Class R6:
Subscribed		5,215			25,604
Distributions Reinvested		—			9,991
Redeemed		(88,430	)		(69,924	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(113,148	)		(109,340	)
Total Increase (Decrease) in Net Assets		(63,072	)		44,781
Net Assets:
Beginning of Period		1,367,147			1,322,366
End of Period	$	1,304,075		$	1,367,147

The accompanying notes are an integral part of the financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

International Equity Portfolio

Statements of Changes in Net Assets (cont'd)	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
(1)   Capital Share Transactions:
Class I:
Shares Subscribed		3,555			25,814
Shares Issued on Distributions Reinvested		—			3,489
Shares Redeemed		(5,386	)		(10,954	)
Net Increase (Decrease) in Class I Shares Outstanding		(1,831	)		18,349
Class A:
Shares Subscribed		27			135
Shares Issued on Distributions Reinvested		—			75
Shares Redeemed		(288	)		(24,428	)
Net Decrease in Class A Shares Outstanding		(261	)		(24,218	)
Class L:
Shares Issued on Distributions Reinvested		—			10
Shares Redeemed		(9	)		(22	)
Net Decrease in Class L Shares Outstanding		(9	)		(12	)
Class C:
Shares Subscribed		2			7
Shares Issued on Distributions Reinvested		—			3
Shares Redeemed		(10	)		(19	)
Net Decrease in Class C Shares Outstanding		(8	)		(9	)
Class R6:
Shares Subscribed		385			1,911
Shares Issued on Distributions Reinvested		—			755
Shares Redeemed		(6,583	)		(5,170	)
Net Decrease in Class R6 Shares Outstanding		(6,198	)		(2,504	)

The accompanying notes are an integral part of the financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

International Equity Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	13.58		$	12.14		$	15.22		$	16.20		$	14.74		$	13.49
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.17			0.22			0.23			0.29			0.18			0.28
Net Realized and Unrealized Gain (Loss)		0.37			1.82			(2.40	)		0.34			1.50			2.47
Total from Investment Operations		0.54			2.04			(2.17	)		0.63			1.68			2.75
Distributions from and/or in Excess of:
Net Investment Income		—			(0.31	)		(0.13	)		(0.33	)		(0.22	)		(0.32	)
Net Realized Gain		—			(0.29	)		(0.78	)		(1.28	)		—			(1.18	)
Total Distributions		—			(0.60	)		(0.91	)		(1.61	)		(0.22	)		(1.50	)
Redemption Fees		—			—			—			—			—			0.00	(2)​
Net Asset Value, End of Period	$	14.12		$	13.58		$	12.14		$	15.22		$	16.20		$	14.74
Total Return(3)​		3.98	%(4)​		16.91	%(5)​		(14.18	)%		4.19	%		11.42	%		20.37	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	1,095,221		$	1,078,331		$	741,596		$	1,531,709		$	1,658,464		$	1,539,709
Ratio of Expenses Before Expense Limitation		1.02	%(6)​		1.02	%		1.03	%		1.01	%		1.00	%		1.00	%
Ratio of Expenses After Expense Limitation		0.95	%(6)(7)​		0.94	%(7)(8)​		0.95	%(7)​		0.95	%(7)​		0.95	%(7)​		0.95	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			N/A			0.95	%(7)​
Ratio of Net Investment Income		2.53	%(6)(7)​		1.63	%(7)(8)​		1.76	%(7)​		1.70	%(7)​		1.28	%(7)​		1.86	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​
Portfolio Turnover Rate		22	%(4)​		28	%		36	%		20	%		20	%		20	%

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class I shares.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.95	%		1.62	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

International Equity Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	13.72		$	12.08		$	15.17		$	16.15		$	14.67		$	13.42
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.15			0.17			0.06			0.25			0.11			0.24
Net Realized and Unrealized Gain (Loss)		0.37			1.80			(2.25	)		0.36			1.50			2.46
Total from Investment Operations		0.52			1.97			(2.19	)		0.61			1.61			2.70
Distributions from and/or in Excess of:
Net Investment Income		—			(0.04	)		(0.12	)		(0.31	)		(0.13	)		(0.27	)
Net Realized Gain		—			(0.29	)		(0.78	)		(1.28	)		—			(1.18	)
Total Distributions		—			(0.33	)		(0.90	)		(1.59	)		(0.13	)		(1.45	)
Redemption Fees		—			—			—			—			—			0.00	(2)​
Net Asset Value, End of Period	$	14.24		$	13.72		$	12.08		$	15.17		$	16.15		$	14.67
Total Return(3)​		3.79	%(4)​		16.38	%(5)​		(14.37	)%		4.07	%		11.00	%		20.11	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	41,429		$	43,492		$	330,721		$	58,739		$	60,346		$	212,578
Ratio of Expenses Before Expense Limitation		1.29	%(6)​		1.38	%		1.26	%		1.07	%		1.43	%		1.25	%
Ratio of Expenses After Expense Limitation		1.27	%(6)(7)​		1.30	%(7)​		1.23	%(7)​		1.07	%(7)​		1.30	%(7)​		1.25	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			N/A			1.25	%(7)​
Ratio of Net Investment Income		2.20	%(6)(7)​		1.28	%(7)​		0.50	%(7)​		1.57	%(7)​		0.80	%(7)​		1.62	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​
Portfolio Turnover Rate		22	%(4)​		28	%		36	%		20	%		20	%		20	%

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class A shares.

(6)  Annualized.

(7)  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."

(8)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

International Equity Portfolio

	Class L
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	13.30		$	11.91		$	14.93		$	15.91		$	14.50		$	13.28
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.11			0.10			0.10			0.14			0.06			0.15
Net Realized and Unrealized Gain (Loss)		0.36			1.77			(2.33	)		0.35			1.45			2.44
Total from Investment Operations		0.47			1.87			(2.23	)		0.49			1.51			2.59
Distributions from and/or in Excess of:
Net Investment Income		—			(0.19	)		(0.01	)		(0.19	)		(0.10	)		(0.19	)
Net Realized Gain		—			(0.29	)		(0.78	)		(1.28	)		—			(1.18	)
Total Distributions		—			(0.48	)		(0.79	)		(1.47	)		(0.10	)		(1.37	)
Redemption Fees		—			—			—			—			—			0.00	(2)​
Net Asset Value, End of Period	$	13.77		$	13.30		$	11.91		$	14.93		$	15.91		$	14.50
Total Return(3)​		3.53	%(4)​		15.80	%(5)​		(14.86	)%		3.34	%		10.40	%		19.48	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	3,857		$	3,843		$	3,579		$	5,394		$	5,513		$	5,888
Ratio of Expenses Before Expense Limitation		1.81	%(6)​		1.84	%		1.85	%		1.79	%		1.83	%		1.79	%
Ratio of Expenses After Expense Limitation		1.80	%(6)(7)​		1.79	%(7)(8)​		1.80	%(7)​		1.79	%(7)​		1.80	%(7)​		1.78	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			N/A			1.78	%(7)​
Ratio of Net Investment Income		1.68	%(6)(7)​		0.78	%(7)(8)​		0.77	%(7)​		0.88	%(7)​		0.41	%(7)​		1.06	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​
Portfolio Turnover Rate		22	%(4)​		28	%		36	%		20	%		20	%		20	%

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class L shares.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class L shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.80	%		0.77	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

International Equity Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	12.98		$	11.63		$	14.63		$	15.64		$	14.26		$	13.08
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.09			0.07			0.06			0.09			0.02			0.10
Net Realized and Unrealized Gain (Loss)		0.36			1.73			(2.28	)		0.34			1.43			2.41
Total from Investment Operations		0.45			1.80			(2.22	)		0.43			1.45			2.51
Distributions from and/or in Excess of:
Net Investment Income		—			(0.16	)		—			(0.16	)		(0.07	)		(0.15	)
Net Realized Gain		—			(0.29	)		(0.78	)		(1.28	)		—			(1.18	)
Total Distributions		—			(0.45	)		(0.78	)		(1.44	)		(0.07	)		(1.33	)
Redemption Fees		—			—			—			—			—			0.00	(2)​
Net Asset Value, End of Period	$	13.43		$	12.98		$	11.63		$	14.63		$	15.64		$	14.26
Total Return(3)​		3.47	%(4)​		15.56	%(5)​		(15.12	)%		3.02	%		10.17	%		19.18	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	1,038		$	1,109		$	1,098		$	929		$	776		$	674
Ratio of Expenses Before Expense Limitation		2.28	%(6)​		2.32	%		2.28	%		2.33	%		2.41	%		2.35	%
Ratio of Expenses After Expense Limitation		2.05	%(6)(7)​		2.04	%(7)(8)​		2.05	%(7)​		2.05	%(7)​		2.05	%(7)​		2.05	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			N/A			2.05	%(7)​
Ratio of Net Investment Income		1.43	%(6)(7)​		0.53	%(7)(8)​		0.48	%(7)​		0.58	%(7)​		0.15	%(7)​		0.73	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​
Portfolio Turnover Rate		22	%(4)​		28	%		36	%		20	%		20	%		20	%

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class C shares.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		2.05	%		0.52	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

International Equity Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	13.57		$	12.13		$	15.21		$	16.19		$	14.74		$	13.48
Income (Loss) from Investment Operations:
Net Investment Income(2)​		0.18			0.22			0.22			0.30			0.18			0.29
Net Realized and Unrealized Gain (Loss)		0.36			1.82			(2.38	)		0.33			1.50			2.48
Total from Investment Operations		0.54			2.04			(2.16	)		0.63			1.68			2.77
Distributions from and/or in Excess of:
Net Investment Income		—			(0.31	)		(0.14	)		(0.33	)		(0.23	)		(0.33	)
Net Realized Gain		—			(0.29	)		(0.78	)		(1.28	)		—			(1.18	)
Total Distributions		—			(0.60	)		(0.92	)		(1.61	)		(0.23	)		(1.51	)
Redemption Fees		—			—			—			—			—			0.00	(3)​
Net Asset Value, End of Period	$	14.11		$	13.57		$	12.13		$	15.21		$	16.19		$	14.74
Total Return(4)​		3.98	%(5)​		16.96	%(6)​		(14.14	)%		4.24	%		11.39	%		20.42	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	162,530		$	240,372		$	245,372		$	453,413		$	468,152		$	456,618
Ratio of Expenses Before Expense Limitation		0.92	%(7)​		0.93	%		0.92	%		0.91	%		0.91	%		0.91	%
Ratio of Expenses After Expense Limitation		0.91	%(7)(8)​		0.90	%(8)(9)​		0.92	%(8)​		0.91	%(8)​		0.91	%(8)​		0.91	%(8)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			N/A			N/A			0.91	%(8)​
Ratio of Net Investment Income		2.57	%(7)(8)​		1.67	%(8)(9)​		1.67	%(8)​		1.76	%(8)​		1.31	%(8)​		1.94	%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​
Portfolio Turnover Rate		22	%(5)​		28	%		36	%		20	%		20	%		20	%

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(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)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class R6 shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.91	%		1.66	%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying financial statements relates 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 has issued five classes of shares — Class I, Class A, Class L, Class C and Class R6. Class C shares will automatically convert to Class A shares eight years after the end of the calendar month in which the shares were purchased. 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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading

14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (5) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2024:

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	$	—	$	22,041	$	—	$	22,041
Air Freight & Logistics		—		18,562		—		18,562
Banks		—		59,213		—		59,213
Beverages		—		94,216		—		94,216
Capital Markets		—		43,254		—		43,254
Electrical Equipment		—		26,920		—		26,920
Electronic Equipment, Instruments & Components		—		72,933		—		72,933
Entertainment		—		28,548		—		28,548
Food Products		—		16,211		—		16,211
Health Care Equipment & Supplies		—		21,753		—		21,753
Hotels, Restaurants & Leisure		—		29,605		—		29,605
Household Durables		—		20,649		—		20,649
Household Products		—		21,510		—		21,510

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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	$	—	$	21,670		$	—	$	21,670
Insurance		—		93,095			—		93,095
Interactive Media & Services		—		20,003			—		20,003
Life Sciences Tools & Services		—		30,520			—		30,520
Machinery		—		71,157			—		71,157
Metals & Mining		26,575		33,372			—		59,947
Oil, Gas & Consumable Fuels		14,762		69,865			—		84,627
Personal Care Products		—		41,935			—		41,935
Pharmaceuticals		—		115,469			—		115,469
Professional Services		—		53,673			—		53,673
Semiconductors & Semiconductor Equipment		24,610		29,057			—		53,667
Software		38,348		44,892			—		83,240
Tech Hardware, Storage & Peripherals		—		24,920			—		24,920
Textiles, Apparel & Luxury Goods		—		29,111			—		29,111
Tobacco		—		18,300			—		18,300
Total Common Stocks		104,295		1,172,454			—		1,276,749
Warrants		—		—†			—		—†
Short-Term Investment
Investment Company		15,322		—			—		15,322
Total Assets	$	119,617	$	1,172,454	†	$	—	$	1,292,071	†

†  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.

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 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 U.S. 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

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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 indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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. 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) net of applicable withholding taxes. 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, co-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, 2024, 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 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 R6 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, 2024, approximately $73,000 of advisory fees were waived and approximately $339,000 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.

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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 distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to approximately $1,000.

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $282,616,000 and $375,170,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by approximately $16,000 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	24,332	$	120,784	$	129,794	$	430

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	15,322

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:				2022 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	40,051	$	17,925	$	19,173	$	76,828

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 distribution in excess of current earnings, resulted in the following reclassifications among the components of net assets at December 31, 2023:

Total Distributable Earnings (000)		Paid-in- Capital (000)
$	2,050	$	(2,050	)

At December 31, 2023, the Fund had no distributable earnings on a tax basis.

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, 2023, the Fund intends to defer to January 1, 2024 for U.S. federal income tax purposes the following losses:

Qualified Late Year Ordinary Losses (000)		Post- October Capital Losses (000)
$	—	$	5,365

I. Credit Facility: The Company and other Morgan Stanley funds participated in a $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated

19

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 75.4%.

K. Market Risk: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

20

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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 but below its peer group average for the 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.

21

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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

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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MIQBX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

International Opportunity
Portfolio

Semi-Annual Financial Statements and Additional Information
June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Consolidated Portfolio of Investments	2
Consolidated Statement of Assets and Liabilities	4
Consolidated Statement of Operations	6
Consolidated Statements of Changes in Net Assets	7
Consolidated Financial Highlights	8
Notes to Consolidated Financial Statements	14
Investment Advisory Agreement Approval	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) 869-6397. 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.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments

International Opportunity Portfolio

	Shares		Value (000)
Common Stocks (99.2%)
Argentina (1.0%)
Globant SA (a)		55,137	$	9,829
Brazil (4.3%)
NU Holdings Ltd., Class A (a)		3,138,090		40,450
Canada (5.9%)
Canada Goose Holdings, Inc. (a)(b)		534,539		6,912
Canadian Pacific Kansas City Ltd.		165,326		13,020
Shopify, Inc., Class A (a)		527,694		34,854
				54,786
China (13.0%)
Kweichow Moutai Co. Ltd., Class A		99,631		20,074
Meituan, Class B (a)(c)		3,257,120		46,298
Tencent Holdings Ltd. (c)		305,600		14,498
Trip.com Group Ltd. ADR (a)		866,395		40,720
				121,590
Denmark (5.4%)
DSV AS		326,467		50,112
France (4.6%)
Hermes International		18,841		43,516
India (12.8%)
Axis Bank Ltd.		1,279,033		19,383
HDFC Bank Ltd.		1,875,170		37,868
ICICI Bank Ltd. ADR		1,448,103		41,720
Titan Co. Ltd.		507,415		20,678
				119,649
Italy (4.3%)
Moncler SpA		658,247		40,379
Japan (4.9%)
Keyence Corp.		63,300		27,705
Sanrio Co. Ltd.		993,800		18,385
				46,090
Korea, Republic of (8.7%)
Coupang, Inc. (a)		2,438,617		51,089
KakaoBank Corp.		1,167,589		17,124
NAVER Corp.		111,375		13,402
				81,615
Netherlands (5.9%)
Adyen NV (a)		19,436		23,084
ASML Holding NV		31,875		32,486
				55,570
Singapore (2.4%)
Grab Holdings Ltd., Class A (a)		6,273,017		22,269
Sweden (2.8%)
Evolution AB		219,146		22,811
Vitrolife AB		190,371		3,120
				25,931

	Shares		Value (000)
Switzerland (4.1%)
On Holding AG, Class A (a)		981,334	$	38,076
Taiwan (3.6%)
Taiwan Semiconductor Manufacturing Co. Ltd.		1,123,000		33,272
United Kingdom (2.3%)
Deliveroo PLC (a)		4,962,591		8,207
London Stock Exchange Group PLC		115,345		13,677
				21,884
United States (13.2%)
Birkenstock Holding PLC (a)		253,669		13,802
MercadoLibre, Inc. (a)		37,635		61,850
Spotify Technology SA (a)		152,211		47,762
				123,414
Total Common Stocks (Cost $671,807)				928,432
Short-Term Investments (1.8%)
Investment Company (1.1%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G) (Cost $10,436)		10,435,930		10,436
Securities held as Collateral on Loaned Securities (0.7%)
Investment Company (0.5%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G)		4,935,501		4,936
	Face Amount (000)
Repurchase Agreements (0.2%)
Merrill Lynch & Co., Inc., (5.32%, dated 6/28/24, due 7/1/24; proceeds $941; fully collateralized by a U.S. Government obligation; 0.63% due 11/30/27; valued at $959)	$	940		940
Merrill Lynch & Co., Inc., (5.25%, dated 6/28/24, due 7/1/24; proceeds $433; fully collateralized by a U.S. Government obligation; 0.63% due 11/30/27; valued at $442)		433		433
				1,373
Total Securities held as Collateral on Loaned Securities (Cost $6,309)				6,309
Total Short-Term Investments (Cost $16,745)				16,745
Total Investments (101.0%) (Cost $688,552) Including $6,896 of Securities Loaned (d)(e)				945,177
Liabilities in Excess of Other Assets (–1.0%)				(9,236	)
Net Assets (100.0%)			$	935,941

The accompanying notes are an integral part of the consolidated financial statements.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments (cont'd)

International Opportunity 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, 2024.

(c)  Security trades on the Hong Kong exchange.

(d)  The approximate fair value and percentage of net assets, $506,079,000 and 54.1%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Consolidated Financial Statements.

(e)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $322,285,000 and the aggregate gross unrealized depreciation is approximately $65,660,000, resulting in net unrealized appreciation of approximately $256,625,000.

ADR  American Depositary Receipt.

Portfolio Composition*

Classification	Percentage of Total Investments
Other**		23.9	%
Textiles, Apparel & Luxury Goods		17.4
Banks		16.7
Hotels, Restaurants & Leisure		12.6
Broadline Retail		12.0
Semiconductors & Semiconductor Equipment		7.0
Air Freight & Logistics		5.3
Entertainment		5.1
Total Investments		100.0	%

*  Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2024.

**  Industries and/or investment types representing less than 5% of total investments.

The accompanying notes are an integral part of the consolidated financial statements.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

International Opportunity Portfolio

Consolidated Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value(1)​ (Cost $673,180)	$	929,805
Investment in Security of Affiliated Issuer, at Value (Cost $15,372)		15,372
Total Investments in Securities, at Value (Cost $688,552)		945,177
Foreign Currency, at Value (Cost $1,148)		1,143
Cash		2
Tax Reclaim Receivable		545
Dividends Receivable		541
Receivable for Fund Shares Sold		342
Receivable from Affiliate		47
Receivable from Securities Lending Income		8
Other Assets		190
Total Assets		947,995
Liabilities:
Collateral on Securities Loaned, at Value		6,309
Payable for Fund Shares Redeemed		2,226
Payable for Advisory Fees		1,811
Deferred Capital Gain Country Tax		1,068
Payable for Sub Transfer Agency Fees — Class I		207
Payable for Sub Transfer Agency Fees — Class A		49
Payable for Sub Transfer Agency Fees — Class L		—	@
Payable for Sub Transfer Agency Fees — Class C		5
Payable for Custodian Fees		71
Payable for Administration Fees		62
Payable for Shareholder Services Fees — Class A		40
Payable for Distribution and Shareholder Services Fees — Class L		—	@
Payable for Distribution and Shareholder Services Fees — Class C		17
Payable for Professional Fees		43
Payable for Transfer Agency Fees — Class I		8
Payable for Transfer Agency Fees — Class A		1
Payable for Transfer Agency Fees — Class L		—	@
Payable for Transfer Agency Fees — Class C		1
Payable for Transfer Agency Fees — Class R6		2
Payable for Transfer Agency Fees — Class IR		—	@
Other Liabilities		134
Total Liabilities		12,054
Net Assets	$	935,941
Net Assets Consist of:
Paid-in-Capital	$	1,178,031
Total Accumulated Loss		(242,090	)
Net Assets	$	935,941

The accompanying notes are an integral part of the consolidated financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

International Opportunity Portfolio

Consolidated Statement of Assets and Liabilities (cont'd)	June 30, 2024 (000)
CLASS I:
Net Assets	$	573,719
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		22,029,354
Net Asset Value, Offering and Redemption Price Per Share	$	26.04
CLASS A:
Net Assets	$	193,831
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		7,715,192
Net Asset Value, Redemption Price Per Share	$	25.12
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	1.39
Maximum Offering Price Per Share	$	26.51
CLASS L:
Net Assets	$	186
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		7,950
Net Asset Value, Offering and Redemption Price Per Share	$	23.41
CLASS C:
Net Assets	$	20,188
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		880,796
Net Asset Value, Offering and Redemption Price Per Share	$	22.92
CLASS R6:
Net Assets	$	6,589
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		251,595
Net Asset Value, Offering and Redemption Price Per Share	$	26.19
CLASS IR:
Net Assets	$	141,428
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		5,400,012
Net Asset Value, Offering and Redemption Price Per Share	$	26.19
(1​)​ Including: Securities on Loan, at Value:	$	6,896

@  Amount is less than $500.

The accompanying notes are an integral part of the consolidated financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

International Opportunity Portfolio

Consolidated Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $666 of Foreign Taxes Withheld)	$	3,856
Dividends from Security of Affiliated Issuer (Note G)		284
Income from Securities Loaned — Net		62
Total Investment Income		4,202
Expenses:
Advisory Fees (Note B)		3,993
Sub Transfer Agency Fees — Class I		371
Sub Transfer Agency Fees — Class A		133
Sub Transfer Agency Fees — Class L		—	@
Sub Transfer Agency Fees — Class C		11
Administration Fees (Note C)		400
Shareholder Services Fees — Class A (Note D)		249
Distribution and Shareholder Services Fees — Class L (Note D)		1
Distribution and Shareholder Services Fees — Class C (Note D)		113
Custodian Fees (Note F)		118
Professional Fees		94
Transfer Agency Fees — Class I (Note E)		26
Transfer Agency Fees — Class A (Note E)		5
Transfer Agency Fees — Class L (Note E)		1
Transfer Agency Fees — Class C (Note E)		3
Transfer Agency Fees — Class R6 (Note E)		7
Transfer Agency Fees — Class IR (Note E)		1
Shareholder Reporting Fees		41
Registration Fees		34
Directors' Fees and Expenses		8
Pricing Fees		1
Other Expenses		36
Total Expenses		5,646
Reimbursement of Class Specific Expenses — Class I (Note B)		(208	)
Reimbursement of Class Specific Expenses — Class L (Note B)		(1	)
Reimbursement of Class Specific Expenses — Class R6 (Note B)		(7	)
Reimbursement of Class Specific Expenses — Class IR (Note B)		(1	)
Waiver of Advisory Fees (Note B)		(28	)
Rebate from Morgan Stanley Affiliate (Note G)		(11	)
Net Expenses		5,390
Net Investment Loss		(1,188	)
Realized Gain (Loss):
Investments Sold (Net of $474 of Capital Gain Country Tax)		59,129
Foreign Currency Translation		(170	)
Net Realized Gain		58,959
Change in Unrealized Appreciation (Depreciation):
Investments (Net of Decrease in Deferred Capital Gain Country Tax of $895)		26,798
Foreign Currency Translation		(23	)
Net Change in Unrealized Appreciation (Depreciation)		26,775
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		85,734
Net Increase in Net Assets Resulting from Operations	$	84,546

@  Amount is less than $500.

The accompanying notes are an integral part of the consolidated financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

International Opportunity Portfolio

Consolidated Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Loss	$	(1,188	)	$	(3,508	)
Net Realized Gain (Loss)		58,959			(93,646	)
Net Change in Unrealized Appreciation (Depreciation)		26,775			326,112
Net Increase in Net Assets Resulting from Operations		84,546			228,958
Capital Share Transactions, including direct exchanges pursuant to share class conversions for all periods presented, were as follows:(1)​
Class I:
Subscribed		40,062			159,442
Redeemed		(203,191	)		(278,543	)
Class A:
Subscribed		11,614			27,984
Redeemed		(38,699	)		(85,941	)
Class L:
Redeemed		(32	)		—
Class C:
Subscribed		196			829
Redeemed		(6,715	)		(10,009	)
Class R6:
Subscribed		1,013			8,578
Redeemed		(29,766	)		(132,028	)
Class IR:
Redeemed		—			(14,000	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(225,518	)		(323,688	)
Redemption Fees		5			14
Total Decrease in Net Assets		(140,967	)		(94,716	)
Net Assets:
Beginning of Period		1,076,908			1,171,624
End of Period	$	935,941		$	1,076,908
(1) Capital Share Transactions:
Class I:
Shares Subscribed		1,602			7,063
Shares Redeemed		(8,050	)		(12,350	)
Net Decrease in Class I Shares Outstanding		(6,448	)		(5,287	)
Class A:
Shares Subscribed		478			1,264
Shares Redeemed		(1,595	)		(3,916	)
Net Decrease in Class A Shares Outstanding		(1,117	)		(2,652	)
Class L:
Shares Redeemed		(2	)		—
Class C:
Shares Subscribed		9			41
Shares Redeemed		(301	)		(493	)
Net Decrease in Class C Shares Outstanding		(292	)		(452	)
Class R6:
Shares Subscribed		41			378
Shares Redeemed		(1,207	)		(5,678	)
Net Decrease in Class R6 Shares Outstanding		(1,166	)		(5,300	)
Class IR:
Shares Redeemed		—			(624	)

The accompanying notes are an integral part of the consolidated financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

International Opportunity Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	23.98		$	19.80		$	38.44		$	41.46		$	26.73		$	19.77
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.02	)		(0.05	)		(0.10	)		(0.30	)		(0.22	)		(0.04	)
Net Realized and Unrealized Gain (Loss)		2.08			4.23			(16.71	)		(1.90	)		15.05			7.00
Total from Investment Operations		2.06			4.18			(16.81	)		(2.20	)		14.83			6.96
Distributions from and/or in Excess of:
Net Realized Gain		—			—			(1.83	)		(0.82	)		(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	$	26.04		$	23.98		$	19.80		$	38.44		$	41.46		$	26.73
Total Return(4)​		8.59	%(5)​		21.11	%(6)​		(43.76	)%		(5.24	)%		55.49	%		35.20	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	573,719		$	682,842		$	668,597		$	3,229,961		$	3,152,320		$	1,284,678
Ratio of Expenses Before Expense Limitation		1.07	%(7)​		0.94	%		1.11	%		0.99	%		0.98	%		1.03	%
Ratio of Expenses After Expense Limitation		1.00	%(7)(8)​		0.91	%(8)(9)​		1.00	%(8)​		0.99	%(8)​		0.97	%(8)​		0.99	%(8)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.00	%		0.99	%		N/A			N/A
Ratio of Net Investment Loss		(0.16	)%(7)(8)​		(0.21	)%(8)(9)​		(0.39	)%(8)​		(0.70	)%(8)​		(0.70	)%(8)​		(0.15	)%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.01	%		0.01	%
Portfolio Turnover Rate		7	%(5)​		20	%		18	%		36	%		25	%		20	%

(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)  Not annualized.

(6)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class I shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		0.94	%		(0.24	)%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

International Opportunity Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	23.17		$	19.19		$	37.49		$	40.57		$	26.23		$	19.46
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.06	)		(0.12	)		(0.19	)		(0.41	)		(0.30	)		(0.10	)
Net Realized and Unrealized Gain (Loss)		2.01			4.10			(16.28	)		(1.85	)		14.74			6.87
Total from Investment Operations		1.95			3.98			(16.47	)		(2.26	)		14.44			6.77
Distributions from and/or in Excess of:
Net Realized Gain		—			—			(1.83	)		(0.82	)		(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	$	25.12		$	23.17		$	19.19		$	37.49		$	40.57		$	26.23
Total Return(4)​		8.42	%(5)​		20.74	%(6)​		(43.96	)%		(5.50	)%		55.06	%		34.79	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	193,831		$	204,639		$	220,442		$	638,203		$	683,897		$	336,109
Ratio of Expenses Before Expense Limitation		1.33	%(7)​		1.26	%		1.35	%		1.28	%		1.26	%		1.30	%
Ratio of Expenses After Expense Limitation		1.33	%(7)(8)​		1.23	%(8)(9)​		1.35	%(8)​		1.28	%(8)​		1.25	%(8)​		1.29	%(8)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.35	%(8)​		1.28	%(8)​		N/A			N/A
Ratio of Net Investment Loss		(0.49	)%(7)(8)​		(0.53	)%(8)(9)​		(0.78	)%(8)​		(0.99	)%(8)​		(0.96	)%(8)​		(0.44	)%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.01	%		0.01	%
Portfolio Turnover Rate		7	%(5)​		20	%		18	%		36	%		25	%		20	%

(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)  Not annualized.

(6)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class A shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.26	%		(0.56	)%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

International Opportunity Portfolio

	Class L
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	21.64		$	18.04		$	35.60		$	38.79		$	25.23		$	18.82
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.11	)		(0.23	)		(0.29	)		(0.62	)		(0.44	)		(0.23	)
Net Realized and Unrealized Gain (Loss)		1.88			3.83			(15.44	)		(1.75	)		14.10			6.64
Total from Investment Operations		1.77			3.60			(15.73	)		(2.37	)		13.66			6.41
Distributions from and/or in Excess of:
Net Realized Gain		—			—			(1.83	)		(0.82	)		(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	$	23.41		$	21.64		$	18.04		$	35.60		$	38.79		$	25.23
Total Return(4)​		8.18	%(5)​		20.02	%(6)​		(44.24	)%		(6.04	)%		54.15	%		34.06	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	186		$	205		$	171		$	448		$	533		$	512
Ratio of Expenses Before Expense Limitation		3.08	%(7)​		3.03	%		2.62	%		2.15	%		2.14	%		2.19	%
Ratio of Expenses After Expense Limitation		1.85	%(7)(8)​		1.82	%(8)(9)​		1.85	%(8)​		1.85	%(8)​		1.84	%(8)​		1.84	%(8)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.85	%(8)​		1.85	%(8)​		N/A			N/A
Ratio of Net Investment Loss		(1.01	)%(7)(8)​		(1.10	)%(8)(9)​		(1.25	)%(8)​		(1.56	)%(8)​		(1.54	)%(8)​		(0.99	)%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.01	%		0.01	%
Portfolio Turnover Rate		7	%(5)​		20	%		18	%		36	%		25	%		20	%

(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)  Not annualized.

(6)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class L shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class L shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.85	%		(1.13	)%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

International Opportunity Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	21.21		$	17.71		$	35.08		$	38.29		$	24.94		$	18.63
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.14	)		(0.25	)		(0.34	)		(0.66	)		(0.48	)		(0.26	)
Net Realized and Unrealized Gain (Loss)		1.85			3.75			(15.20	)		(1.73	)		13.93			6.57
Total from Investment Operations		1.71			3.50			(15.54	)		(2.39	)		13.45			6.31
Distributions from and/or in Excess of:
Net Realized Gain		—			—			(1.83	)		(0.82	)		(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	$	22.92		$	21.21		$	17.71		$	35.08		$	38.29		$	24.94
Total Return(4)​		8.06	%(5)​		19.83	%(6)​		(44.36	)%		(6.17	)%		53.94	%		33.87	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	20,188		$	24,887		$	28,775		$	91,503		$	90,845		$	53,257
Ratio of Expenses Before Expense Limitation		2.07	%(7)​		1.99	%		2.07	%		1.98	%		1.98	%		2.03	%
Ratio of Expenses After Expense Limitation		2.07	%(7)(8)​		1.97	%(8)(9)​		2.06	%(8)​		1.98	%(8)​		1.97	%(8)​		2.02	%(8)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			2.06	%(8)​		1.98	%(8)​		N/A			N/A
Ratio of Net Investment Loss		(1.22	)%(7)(8)​		(1.26	)%(8)(9)​		(1.47	)%(8)​		(1.69	)%(8)​		(1.68	)%(8)​		(1.17	)%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.01	%		0.01	%
Portfolio Turnover Rate		7	%(5)​		20	%		18	%		36	%		25	%		20	%

(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)  Not annualized.

(6)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class C shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.99	%		(1.28	)%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

International Opportunity Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(2)​			2019(2)​
Net Asset Value, Beginning of Period	$	24.10		$	19.90		$	38.58		$	41.56		$	26.77		$	19.79
Income (Loss) from Investment Operations:
Net Investment Loss(3)​		(0.01	)		(0.05	)		(0.09	)		(0.25	)		(0.18	)		(0.02	)
Net Realized and Unrealized Gain (Loss)		2.10			4.25			(16.76	)		(1.91	)		15.07			7.00
Total from Investment Operations		2.09			4.20			(16.85	)		(2.16	)		14.89			6.98
Distributions from and/or in Excess of:
Net Realized Gain		—			—			(1.83	)		(0.82	)		(0.10	)		—
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	$	26.19		$	24.10		$	19.90		$	38.58		$	41.56		$	26.77
Total Return(5)​		8.67	%(6)​		21.11	%(7)​		(43.70	)%		(5.13	)%		55.63	%		35.27	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	6,589		$	34,160		$	133,702		$	131,721		$	101,008		$	50,083
Ratio of Expenses Before Expense Limitation		1.05	%(8)​		0.96	%		0.94	%		0.90	%		0.90	%		0.98	%
Ratio of Expenses After Expense Limitation		0.94	%(8)(9)​		0.92	%(9)(10)​		0.92	%(9)​		0.88	%(9)​		0.88	%(9)​		0.91	%(9)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			0.92	%(9)​		0.88	%(9)​		N/A			N/A
Ratio of Net Investment Loss		(0.10	)%(8)(9)​		(0.22	)%(9)(10)​		(0.35	)%(9)​		(0.59	)%(9)​		(0.59	)%(9)​		(0.07	)%(9)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(8)(11)​		0.00	%(11)​		0.00	%(11)​		0.00	%(11)​		0.01	%		0.01	%
Portfolio Turnover Rate		7	%(6)​		20	%		18	%		36	%		25	%		20	%

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(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)  Not annualized.

(7)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class R6 shares.

(8)  Annualized.

(9)  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."

(10)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		0.94	%		(0.24	)%

(11)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

International Opportunity Portfolio

	Class IR
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	24.11		$	19.91		$	38.60		$	41.58		$	26.78		$	19.79
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.01	)		(0.05	)		(0.09	)		(0.25	)		(0.19	)		(0.02	)
Net Realized and Unrealized Gain (Loss)		2.09			4.25			(16.77	)		(1.91	)		15.09			7.01
Total from Investment Operations		2.08			4.20			(16.86	)		(2.16	)		14.90			6.99
Distributions from and/or in Excess of:
Net Realized Gain		—			—			(1.83	)		(0.82	)		(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	$	26.19		$	24.11		$	19.91		$	38.60		$	41.58		$	26.78
Total Return(4)​		8.63	%(5)​		21.09	%(6)​		(43.70	)%		(5.13	)%		55.64	%		35.32	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	141,428		$	130,175		$	119,937		$	141,615		$	149,281		$	110,401
Ratio of Expenses Before Expense Limitation		0.95	%(7)​		0.94	%		0.92	%		0.88	%		0.89	%		0.93	%
Ratio of Expenses After Expense Limitation		0.94	%(7)(8)​		0.91	%(8)(9)​		0.92	%(8)​		0.88	%(8)​		0.88	%(8)​		0.91	%(8)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			0.92	%(8)​		0.88	%(8)​		N/A			N/A
Ratio of Net Investment Loss		(0.10	)%(7)(8)​		(0.21	)%(8)(9)​		(0.36	)%(8)​		(0.59	)%(8)​		(0.60	)%(8)​		(0.07	)%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.01	%		0.01	%
Portfolio Turnover Rate		7	%(5)​		20	%		18	%		36	%		25	%		20	%

(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)  Not annualized.

(6)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class IR shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class IR shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		0.94	%		(0.24	)%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Consolidated Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying consolidated financial statements relates to the International Opportunity Portfolio. The Fund seeks long-term capital appreciation.

The Fund has issued six classes of shares — Class I, Class A, Class L, Class C, Class R6 and Class IR. Class C shares will automatically convert to Class A shares eight years after the end of the calendar month in which the shares were purchased. 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 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 pooled investment vehicles and exchange-traded products that invest in bitcoin ("bitcoin ETFs"). 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 and all accounting policies of the Subsidiary are consistent with those of the Fund. As of June 30, 2024, the Subsidiary represented 0% of the 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/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

14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (5) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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.

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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, 2024:

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	$	—	$	50,112	$	—	$	50,112
Banks		82,170		74,375		—		156,545
Beverages		—		20,074		—		20,074
Biotechnology		—		3,120		—		3,120
Broadline Retail		112,939		—		—		112,939
Capital Markets		—		13,677		—		13,677
Electronic Equipment, Instruments & Components		—		27,705		—		27,705
Entertainment		47,762		—		—		47,762
Financial Services		—		23,084		—		23,084
Ground Transportation		35,289		—		—		35,289
Hotels, Restaurants & Leisure		40,720		77,316		—		118,036
Information Technology Services		44,683		—		—		44,683
Interactive Media & Services		—		27,900		—		27,900
Semiconductors & Semiconductor Equipment		—		65,758		—		65,758
Specialty Retail		—		18,385		—		18,385
Textiles, Apparel & Luxury Goods		58,790		104,573		—		163,363
Total Common Stocks		422,353		506,079		—		928,432
Short-Term Investments
Investment Company		15,372		—		—		15,372
Repurchase Agreements		—		1,373		—		1,373
Total Short-Term Investments		15,372		1,373		—		16,745
Total Assets	$	437,725	$	507,452	$	—	$	945,177

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

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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 U.S. 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.  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, 2024:

Gross Amount Not Offset in the Consolidated Statement of Assets and Liabilities
Gross Asset Amount Presented in the Consolidated Statement of Assets and Liabilities (000)			Financial Instrument (000)		Collateral Received (000)			Net Amount (not less than $0) (000)
$	6,896	(a)	$	—	$	(6,896	)(b)(c)	$	0

(a) Represents market value of loaned securities at period end.

(b)  The Fund received cash collateral of approximately $6,309,000, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Fund as reported in the Consolidated Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $891,000 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.

(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

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

transactions and other similar transactions that are accounted for as secured borrowings.

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, 2024:

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	$	6,309	$	—	$	—	$	—	$	6,309
Total Borrowings	$	6,309	$	—	$	—	$	—	$	6,309
Gross amount of recognized liabilities for securities lending transactions									$	6,309

6.  Redemption Fees: The Fund will assess a 2% redemption fee, on Class I shares, Class A shares, Class L shares, Class C shares, Class R6 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.

7.  Indemnifications: The Company enters into contracts that contain a variety of indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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. 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) net of applicable withholding taxes. 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, co-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, 2024, 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 1.00% 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 R6 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, 2024, approximately $28,000 of advisory fees were waived and approximately $217,000 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,

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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 distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Consolidated Statement of Operations, amounted to approximately $4,000.

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $68,237,000 and $292,393,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by approximately $11,000 relating to the Fund's investment in the Liquidity Fund.

19

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	16,307	$	150,809	$	151,744	$	284

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	15,372

During the six months ended June 30, 2024, the Fund incurred approximately $2,000 in brokerage commissions with Morgan Stanley & Co. LLC, an affiliate of the Adviser/Administrator and Distributor, for portfolio transactions executed on behalf of the Fund.

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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 RIC 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 that 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, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:				2022 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	—	$	—	$	—	$	105,905

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.

20

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

The Fund had no permanent differences causing reclassifications among the components of net assets for the year ended December 31, 2023.

At December 31, 2023, 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)
$	858	$	—

At December 31, 2023, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $166,562,000 and $343,736,000, 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 $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 67.3%.

K. Market Risk and Risks Relating to Certain Financial Instruments:

Bitcoin: The Fund may have exposure to cryptocurrencies indirectly through cash settled futures bitcoin exposure or indirectly through bitcoin ETFs. 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 bitcoin ETFs (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the bitcoin ETFs investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile and subject to sharp declines. 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 Bitcoin ETF exposure could result in substantial losses to the Fund.

Market: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value,

21

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

22

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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 but below its peer group average for the 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 and total expense ratio were higher than its peer group averages. After discussion, the Board concluded that the Fund's performance, management fee and total expense ratio were 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.

23

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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

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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MIOPX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

International Resilience Portfolio

Semi-Annual Financial Statements and Additional Information
June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Portfolio of Investments	2
Statement of Assets and Liabilities	4
Statement of Operations	5
Statements of Changes in Net Assets	6
Financial Highlights	7
Notes to Financial Statements	11
Investment Advisory Agreement Approval	18

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) 869-6397. 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.

June 30, 2024 (unaudited)

Portfolio of Investments

International Resilience Portfolio

	Shares		Value (000)
Common Stocks (95.6%)
Australia (1.8%)
Aristocrat Leisure Ltd.		996	$	33
Canada (3.6%)
Constellation Software, Inc.		23		66
Denmark (2.5%)
Carlsberg AS Series B		371		45
Finland (2.6%)
Kone OYJ, Class B		953		47
France (12.4%)
Capgemini SE		172		34
Legrand SA		496		49
L'Oreal SA		114		50
LVMH Moet Hennessy Louis Vuitton SE		41		32
Pernod Ricard SA		284		39
Sanofi SA		225		22
				226
Germany (15.9%)
Deutsche Boerse AG		308		63
Infineon Technologies AG		1,254		46
Merck KGaA		190		31
QIAGEN NV (a)		1,273		53
SAP SE		481		97
				290
Hong Kong (2.1%)
AIA Group Ltd.		5,800		39
Italy (2.8%)
Davide Campari-Milano NV		3,516		33
Moncler SpA		296		18
				51
Japan (4.3%)
Hoya Corp.		300		35
Keyence Corp.		100		44
				79
Netherlands (4.8%)
Heineken NV		349		34
Universal Music Group NV		1,836		54
				88
Sweden (6.9%)
Atlas Copco AB, Class A		2,268		43
Epiroc AB, Class A		1,523		30
Hexagon AB, Class B		4,642		53
				126
Switzerland (3.5%)
Alcon, Inc.		359		32
Roche Holding AG (Genusschein)		117		32
				64
Taiwan (2.8%)
Taiwan Semiconductor Manufacturing Co. Ltd. ADR		301		52

	Shares		Value (000)
United Kingdom (20.4%)
AstraZeneca PLC		375	$	58
Experian PLC		1,107		51
Haleon PLC		14,253		58
Halma PLC		1,871		64
Reckitt Benckiser Group PLC		581		32
RELX PLC (LSE)		1,636		75
Rightmove PLC		5,194		35
				373
United States (9.2%)
Aon PLC, Class A		138		41
Procter & Gamble Co.		228		38
Thermo Fisher Scientific, Inc.		80		44
Visa, Inc., Class A		177		46
				169
Total Common Stocks (Cost $1,519)				1,748
	No. of Warrants
Warrants (0.0%)
Canada (0.0%)
Constellation Software, Inc. expires 3/31/40 (a) (Cost $—)		31		—
Total Investments (95.6%) (Cost $1,519) (b)(c)				1,748
Other Assets in Excess of Liabilities (4.4%)				81
Net Assets (100.0%)			$	1,829

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)  The approximate fair value and percentage of net assets, $1,461,000 and 79.9%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Financial Statements.

(c)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $293,000 and the aggregate gross unrealized depreciation is approximately $64,000, resulting in net unrealized appreciation of approximately $229,000.

ADR  American Depositary Receipt.

LSE  London Stock Exchange.

The accompanying notes are an integral part of the financial statements.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Portfolio of Investments (cont'd)

International Resilience Portfolio

Portfolio Composition

Classification	Percentage of Total Investments
Other*		33.2	%
Software		9.3
Electronic Equipment, Instruments & Components		9.2
Beverages		8.6
Pharmaceuticals		8.2
Professional Services		7.2
Machinery		6.9
Personal Care Products		6.2
Semiconductors & Semiconductor Equipment		5.6
Life Sciences Tools & Services		5.6
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.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

International Resilience Portfolio

Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $1,519)	$	1,748
Foreign Currency, at Value (Cost $4)		4
Receivable for Investments Sold		63
Due from Adviser		60
Tax Reclaim Receivable		1
Dividends Receivable		1
Receivable from Affiliate		—	@
Other Assets		57
Total Assets		1,934
Liabilities:
Payable for Professional Fees		52
Payable for Investments Purchased		39
Payable for Custodian Fees		5
Payable to Bank		3
Payable for Administration Fees		—	@
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 R6		—	@
Payable for Shareholder Services Fees — Class A		—	@
Payable for Distribution and Shareholder Services Fees — Class C		—	@
Other Liabilities		6
Total Liabilities		105
Net Assets	$	1,829
Net Assets Consist of:
Paid-in-Capital	$	1,581
Total Distributable Earnings		248
Net Assets	$	1,829
CLASS I:
Net Assets	$	1,653
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		142,906
Net Asset Value, Offering and Redemption Price Per Share	$	11.57
CLASS A:
Net Assets	$	59
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		5,088
Net Asset Value, Redemption Price Per Share	$	11.53
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	0.64
Maximum Offering Price Per Share	$	12.17
CLASS C:
Net Assets	$	58
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		5,067
Net Asset Value, Offering and Redemption Price Per Share	$	11.41
CLASS R6:
Net Assets	$	59
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		5,108
Net Asset Value, Offering and Redemption Price Per Share	$	11.58

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

International Resilience Portfolio

Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $3 of Foreign Taxes Withheld)	$	20
Dividends from Security of Affiliated Issuer (Note G)		—	@
Total Investment Income		20
Expenses:
Professional Fees		74
Registration Fees		19
Custodian Fees (Note F)		9
Shareholder Reporting Fees		7
Advisory Fees (Note B)		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 R6 (Note E)		1
Administration Fees (Note C)		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		—	@
Directors' Fees and Expenses		—	@
Other Expenses		9
Total Expenses		130
Expenses Reimbursed by Adviser (Note B)		(113	)
Waiver of Advisory Fees (Note B)		(6	)
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 R6 (Note B)		(1	)
Rebate from Morgan Stanley Affiliate (Note G)		(—	@)
Net Expenses		7
Net Investment Income		13
Realized Gain (Loss):
Investments Sold		31
Foreign Currency Translation		(—	@)
Net Realized Gain		31
Change in Unrealized Appreciation (Depreciation):
Investments		24
Foreign Currency Translation		(—	@)
Net Change in Unrealized Appreciation (Depreciation)		24
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		55
Net Increase in Net Assets Resulting from Operations	$	68

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

International Resilience Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)		Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	13	$	14
Net Realized Gain (Loss)		31		(3	)
Net Change in Unrealized Appreciation (Depreciation)		24		230
Net Increase in Net Assets Resulting from Operations		68		241
Dividends and Distributions to Shareholders:
Class I		—		(31	)
Class A		—		(1	)
Class C		—		(1	)
Class R6		—		(1	)
Total Dividends and Distributions to Shareholders		—		(34	)
Capital Share Transactions:(1)​
Class I:
Subscribed		55		1
Distributions Reinvested		—		31
Class A:
Distributions Reinvested		—		1
Class C:
Distributions Reinvested		—		1
Class R6:
Distributions Reinvested		—		1
Net Increase in Net Assets Resulting from Capital Share Transactions		55		35
Total Increase in Net Assets		123		242
Net Assets:
Beginning of Period		1,706		1,464
End of Period	$	1,829	$	1,706
(1)   Capital Share Transactions:
Class I:
Shares Subscribed		5		—	@
Shares Issued on Distributions Reinvested		—		3
Net Increase in Class I Shares Outstanding		5		3
Class A:
Shares Issued on Distributions Reinvested		—		—	@
Class C:
Shares Issued on Distributions Reinvested		—		—	@
Class R6:
Shares Issued on Distributions Reinvested		—		—	@

@  Amount is less than 500 shares.

The accompanying notes are an integral part of the financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

International Resilience Portfolio

	Class I
Selected Per Share Data and Ratios	Six Months Ended June 30, 2024 (unaudited)			Year Ended December 31, 2023			Period from July 29, 2022(1)​ to December 31, 2022
Net Asset Value, Beginning of Period	$	11.14		$	9.76		$	10.00
Income (Loss) from Investment Operations:
Net Investment Income(2)​		0.08			0.10			0.00	(3)​
Net Realized and Unrealized Gain (Loss)		0.35			1.51			(0.24	)
Total from Investment Operations		0.43			1.61			(0.24	)
Distributions from and/or in Excess of:
Net Investment Income		—			(0.08	)		—
Net Realized Gain		—			(0.15	)		—
Total Distributions		—			(0.23	)		—
Net Asset Value, End of Period	$	11.57		$	11.14		$	9.76
Total Return(4)​		3.86	%(5)​		16.54	%(6)​		(2.40	)%(5)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	1,653		$	1,536		$	1,317
Ratio of Expenses Before Expense Limitation		14.45	%(7)​		19.42	%		25.45	%(7)​
Ratio of Expenses After Expense Limitation		0.85	%(7)(8)​		0.73	%(8)(9)​		0.84	%(7)(8)​
Ratio of Net Investment Income		1.46	%(7)(8)​		0.91	%(8)(9)​		0.01	%(7)(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.00	%(10)​		0.01	%(7)​
Portfolio Turnover Rate		18	%(5)​		25	%		7	%(5)​

(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)  Not annualized.

(6)  Performance was positively impacted by approximately 0.10% for Class I shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class I shares would have been 16.44%.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.85	%		0.79	%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

International Resilience Portfolio

	Class A
Selected Per Share Data and Ratios	Six Months Ended June 30, 2024 (unaudited)			Year Ended December 31, 2023			Period from July 29, 2022(1)​ to December 31, 2022
Net Asset Value, Beginning of Period	$	11.12		$	9.75		$	10.00
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(2)​		0.06			0.06			(0.01	)
Net Realized and Unrealized Gain (Loss)		0.35			1.51			(0.24	)
Total from Investment Operations		0.41			1.57			(0.25	)
Distributions from and/or in Excess of:
Net Investment Income		—			(0.05	)		—
Net Realized Gain		—			(0.15	)		—
Total Distributions		—			(0.20	)		—
Net Asset Value, End of Period	$	11.53		$	11.12		$	9.75
Total Return(3)​		3.69	%(4)​		16.06	%(5)​		(2.50	)%(4)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	59		$	57		$	49
Ratio of Expenses Before Expense Limitation		18.16	%(6)​		23.60	%		30.17	%(6)​
Ratio of Expenses After Expense Limitation		1.20	%(6)(7)​		1.08	%(7)(8)​		1.20	%(6)(7)​
Ratio of Net Investment Income (Loss)		1.10	%(6)(7)​		0.55	%(7)(8)​		(0.35	)%(6)(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(6)(9)​
Portfolio Turnover Rate		18	%(4)​		25	%		7	%(4)​

(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)  Not annualized.

(5)  Performance was positively impacted by approximately 0.10% for Class A shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class A shares would have been 15.96%.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.20	%		0.43	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

International Resilience Portfolio

	Class C
Selected Per Share Data and Ratios	Six Months Ended June 30, 2024 (unaudited)			Year Ended December 31, 2023			Period from July 29, 2022(1)​ to December 31, 2022
Net Asset Value, Beginning of Period	$	11.05		$	9.71		$	10.00
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(2)​		0.02			(0.02	)		(0.04	)
Net Realized and Unrealized Gain (Loss)		0.34			1.51			(0.25	)
Total from Investment Operations		0.36			1.49			(0.29	)
Distributions from and/or in Excess of:
Net Realized Gain		—			(0.15	)		—
Net Asset Value, End of Period	$	11.41		$	11.05		$	9.71
Total Return(3)​		3.26	%(4)​		15.33	%(5)​		(2.90	)%(4)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	58		$	56		$	49
Ratio of Expenses Before Expense Limitation		18.96	%(6)​		24.37	%		30.92	%(6)​
Ratio of Expenses After Expense Limitation		1.95	%(6)(7)​		1.83	%(7)(8)​		1.95	%(6)(7)​
Ratio of Net Investment Income (Loss)		0.35	%(6)(7)​		(0.19	)%(7)(8)​		(1.10	)%(6)(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(6)(9)​
Portfolio Turnover Rate		18	%(4)​		25	%		7	%(4)​

(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)  Not annualized.

(5)  Performance was positively impacted by approximately 0.10% for Class C shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class C shares would have been 15.23%.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.95	%		(0.31	)%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

International Resilience Portfolio

	Class R6
Selected Per Share Data and Ratios	Six Months Ended June 30, 2024 (unaudited)			Year Ended December 31, 2023			Period from July 29, 2022(1)​ to December 31, 2022
Net Asset Value, Beginning of Period	$	11.14		$	9.76		$	10.00
Income (Loss) from Investment Operations:
Net Investment Income(2)​		0.09			0.10			0.00	(3)​
Net Realized and Unrealized Gain (Loss)		0.35			1.52			(0.24	)
Total from Investment Operations		0.44			1.62			(0.24	)
Distributions from and/or in Excess of:
Net Investment Income		—			(0.09	)		—
Net Realized Gain		—			(0.15	)		—
Total Distributions		—			(0.24	)		—
Net Asset Value, End of Period	$	11.58		$	11.14		$	9.76
Total Return(4)​		3.95	%(5)​		16.60	%(6)​		(2.40	)%(5)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	59		$	57		$	49
Ratio of Expenses Before Expense Limitation		17.71	%(7)​		23.18	%		29.95	%(7)​
Ratio of Expenses After Expense Limitation		0.80	%(7)(8)​		0.68	%(8)(9)​		0.80	%(7)(8)​
Ratio of Net Investment Income		1.51	%(7)(8)​		0.96	%(8)(9)​		0.05	%(7)(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.00	%(10)​		0.00	%(7)(10)​
Portfolio Turnover Rate		18	%(5)​		25	%		7	%(5)​

(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)  Not annualized.

(6)  Performance was positively impacted by approximately 0.11% for Class R6 shares due to the reimbursement of transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class R6 shares would have been 16.49%.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.80	%		0.84	%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying financial statements relates to the International Resilience Portfolio. The Fund seeks long-term capital appreciation.

The Fund has issued four classes of shares — Class I, Class A, Class C and Class R6.

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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (5) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates,

11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

respectively, as of 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2024:

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	$	—	$	151	$	—	$	151
Capital Markets		—		63		—		63
Electrical Equipment		—		49		—		49
Electronic Equipment, Instruments & Components		—		161		—		161
Entertainment		—		54		—		54
Financial Services		46		—		—		46
Health Care Equipment & Supplies		—		67		—		67
Hotels, Restaurants & Leisure		—		33		—		33
Household Products		38		32		—		70
Information Technology Services		—		34		—		34
Insurance		41		39		—		80
Interactive Media & Services		—		35		—		35
Life Sciences Tools & Services		44		53		—		97
Machinery		—		120		—		120
Personal Care Products		—		108		—		108
Pharmaceuticals		—		143		—		143
Professional Services		—		126		—		126

12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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	$	52	$	46		$	—	$	98
Software		66		97			—		163
Textiles, Apparel & Luxury Goods		—		50			—		50
Total Common Stocks		287		1,461			—		1,748
Warrants		—		—	†		—		—	†
Total Assets	$	287	$	1,461	†	$	—	$	1,748	†

†  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.

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 U.S. 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 indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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.

13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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. 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) net of applicable withholding taxes. 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, co-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, 2024, 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 0.85% for Class I shares, 1.20% for Class A shares, 1.95% for Class C shares and 0.80% for Class R6 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, 2024, approximately $6,000 of advisory fees were waived and approximately $117,000 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

14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

accounts. The Distributor may compensate other parties for providing distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to less than $500.

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $427,000 and $311,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by less than $500 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	22	$	305	$	327	$	—	@

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	—

@ 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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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.

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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 two-year period ended December 31, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:				2022 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	27	$	7	$	—	$	—

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 reclassification among the components of net assets at December 31, 2023:

Total Distributable Earnings (000)		Paid-in- Capital (000)
$	3	$	(3	)

At December 31, 2023, the Fund had no distributable earnings on a tax basis.

During the year ended December 31, 2023, the Fund utilized capital loss carryforwards for U.S. federal income tax purposes of approximately $3,000.

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, 2023, the Fund intends to defer to January 1, 2024 for U.S. federal income tax purposes the following losses:

Qualified Late Year Ordinary Losses (000)		Post- October Capital Losses (000)
$	—	$	19

I. Credit Facility: The Company and other Morgan Stanley funds participated in a $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, the Fund did not have record owners of 10% or greater.

K. Market Risk: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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 to be 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, 2023, 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 its inception in July 2022. 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.

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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

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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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MSDFX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

Multi-Asset Real Return Portfolio

Semi-Annual Financial Statements and Additional Information

June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Consolidated Portfolio of Investments	2
Consolidated Statement of Assets and Liabilities	6
Consolidated Statement of Operations	8
Consolidated Statements of Changes in Net Assets	9
Consolidated Financial Highlights	10
Notes to Consolidated Financial Statements	14
Investment Advisory Agreement Approval	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) 869-6397. 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.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments

Multi-Asset Real Return Portfolio

	Shares		Value (000)
Common Stocks (20.0%)
Australia (1.5%)
Ampol Ltd.		127	$	3
BHP Group Ltd.		4,133		118
BlueScope Steel Ltd.		363		5
Capricorn Metals Ltd. (a)		1,053		3
Emerald Resources NL (a)		1,699		4
Evolution Mining Ltd.		5,492		13
Fortescue Ltd.		1,381		20
Genesis Minerals Ltd. (a)		3,209		4
Gold Road Resources Ltd.		3,164		4
James Hardie Industries PLC (a)		359		11
Mineral Resources Ltd.		143		5
Northern Star Resources Ltd.		3,783		33
Orica Ltd.		393		5
Perseus Mining Ltd.		3,866		6
Pilbara Minerals Ltd.		2,331		5
Ramelius Resources Ltd.		3,173		4
Red 5 Ltd. (a)		18,367		4
Regis Resources Ltd. (a)		2,073		2
Rio Tinto Ltd.		303		24
Santos Ltd.		1,730		9
South32 Ltd.		3,694		9
West African Resources Ltd. (a)		2,906		3
Westgold Resources Ltd.		1,287		2
Woodside Energy Group Ltd.		1,012		19
				315
Austria (0.0%)‡
OMV AG		79		3
Voestalpine AG		95		3
				6
Belgium (0.0%)‡
Syensqo SA		61		5
Umicore SA		171		3
				8
Canada (3.4%)
Agnico Eagle Mines Ltd.		406		27
Agnico Eagle Mines Ltd.		894		58
Alamos Gold, Inc., Class A		1,113		17
ARC Resources Ltd. (b)		319		6
Aya Gold & Silver, Inc. (a)		343		3
B2Gold Corp.		3,768		10
Barrick Gold Corp.		3,212		54
Barrick Gold Corp. (LSE)		1,433		24
Calibre Mining Corp. (a)		2,013		3
Cameco Corp.		232		11
Canadian Natural Resources Ltd.		1,140		41
CCL Industries, Inc., Class B		122		6
Cenovus Energy, Inc.		748		15
Centerra Gold, Inc.		592		4
Dundee Precious Metals, Inc.		504		4

	Shares		Value (000)
Eldorado Gold Corp. (a)		566	$	8
Enbridge, Inc.		1,133		40
Equinox Gold Corp. (a)(b)		902		5
First Majestic Silver Corp. (b)		798		5
First Quantum Minerals Ltd. (b)		578		8
Fortuna Silver Mines, Inc. (a)		847		4
Franco-Nevada Corp.		342		41
Franco-Nevada Corp.		157		19
IAMGOLD Corp. (a)		1,375		5
Imperial Oil Ltd.		100		7
Ivanhoe Mines Ltd., Class A (a)(b)		518		7
K92 Mining, Inc. (a)		663		4
Keyera Corp.		122		3
Kinross Gold Corp.		3,407		28
Kinross Gold Corp.		1,001		8
Lundin Mining Corp.		537		6
MAG Silver Corp. (a)(b)		285		3
MEG Energy Corp. (a)		147		3
New Gold, Inc. (a)		1,885		4
Nutrien Ltd.		404		21
OceanaGold Corp.		1,990		5
Osisko Gold Royalties Ltd. (b)		512		8
Pan American Silver Corp. (b)		297		6
Pan American Silver Corp.		1,011		20
Parkland Corp. (b)		75		2
Pembina Pipeline Corp.		309		11
Sandstorm Gold Ltd.		821		4
SilverCrest Metals, Inc. (a)(b)		410		3
SSR Mining, Inc.		560		3
Suncor Energy, Inc.		687		26
TC Energy Corp. (b)		553		21
Teck Resources Ltd., Class B		377		18
Torex Gold Resources, Inc. (a)		244		4
Tourmaline Oil Corp.		177		8
Wesdome Gold Mines Ltd. (a)		414		3
West Fraser Timber Co. Ltd.		46		4
Wheaton Precious Metals Corp.		814		43
Wheaton Precious Metals Corp.		369		19
				720
China (0.2%)
Zhaojin Mining Industry Co. Ltd., H Shares (c)		7,860		13
Zijin Mining Group Co. Ltd., H Shares (c)		14,496		31
				44
Denmark (0.1%)
Novozymes AS Series B		304		19
Finland (0.1%)
Neste OYJ		227		4
Stora Enso OYJ, Class R		477		7
UPM-Kymmene OYJ		437		15
				26

The accompanying notes are an integral part of the consolidated financial statements.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments (cont'd)

Multi-Asset Real Return Portfolio

	Shares		Value (000)
France (0.8%)
Air Liquide SA		470	$	81
ArcelorMittal SA		418		10
Arkema SA		48		4
TotalEnergies SE		1,157		77
				172
Germany (0.4%)
BASF SE		729		35
Covestro AG (a)		155		9
Evonik Industries AG		192		4
Heidelberg Materials AG		106		11
Symrise AG		108		13
				72
Ireland (0.3%)
CRH PLC		567		42
Smurfit Kappa Group PLC		212		9
				51
Israel (0.0%)‡
ICL Group Ltd.		625		3
Italy (0.1%)
Eni SpA		1,171		18
Tenaris SA		252		4
				22
Japan (0.7%)
Asahi Kasei Corp.		1,024		7
ENEOS Holdings, Inc.		1,536		8
Idemitsu Kosan Co. Ltd.		516		3
Inpex Corp. (b)		518		8
JFE Holdings, Inc.		470		7
Mitsubishi Chemical Group Corp.		1,045		6
Mitsui Chemicals, Inc.		139		4
Nippon Paint Holdings Co. Ltd.		774		5
Nippon Sanso Holdings Corp.		142		4
Nippon Steel Corp.		698		15
Nissan Chemical Corp.		102		3
Nitto Denko Corp.		117		9
Shin-Etsu Chemical Co. Ltd.		1,471		57
Sumitomo Metal Mining Co. Ltd.		202		6
Toray Industries, Inc.		1,132		5
				147
Netherlands (0.1%)
Akzo Nobel NV		139		9
DSM-Firmenich AG		152		17
OCI NV		86		2
				28
Norway (0.1%)
Aker BP ASA		168		4
Equinor ASA		480		14
Norsk Hydro ASA		1,081		7
Yara International ASA		135		4
				29

	Shares		Value (000)
Peru (0.1%)
Cia de Minas Buenaventura SAA ADR		696	$	12
Portugal (0.0%)‡
Galp Energia SGPS SA		248		5
South Africa (0.2%)
DRDGOLD Ltd. ADR		243		2
Gold Fields Ltd. ADR		2,010		30
Harmony Gold Mining Co. Ltd. ADR		1,703		15
				47
Spain (0.1%)
Repsol SA (b)		648		10
Sweden (0.1%)
Boliden AB		223		7
Holmen AB, Class B		62		3
Svenska Cellulosa AB SCA, Class B		495		7
				17
Switzerland (0.6%)
Clariant AG (Registered) (a)		176		3
EMS-Chemie Holding AG (Registered)		6		5
Givaudan SA (Registered)		8		38
Holcim AG (a)		426		37
SIG Group AG (a)		249		4
Sika AG (Registered)		125		36
				123
United Kingdom (1.9%)
Anglo American PLC		1,036		33
Anglogold Ashanti PLC		1,142		29
Antofagasta PLC		322		9
BP PLC		9,128		55
Centamin PLC		3,244		5
Croda International PLC		108		5
Endeavour Mining PLC		688		15
Endeavour Mining PLC		150		3
Glencore PLC		8,450		48
Mondi PLC		360		7
Rio Tinto PLC		918		60
Shell PLC		3,463		124
				393
United States (9.2%)
Air Products & Chemicals, Inc.		182		47
Albemarle Corp.		96		9
Amcor PLC		1,180		12
APA Corp.		198		6
Avery Dennison Corp.		66		14
Baker Hughes Co.		538		19
Ball Corp.		258		15
Celanese Corp.		84		11
CF Industries Holdings, Inc.		156		12
Cheniere Energy, Inc.		127		22
Chesapeake Energy Corp.		59		5
Chevron Corp.		956		150
Cleveland-Cliffs, Inc. (a)		412		6

The accompanying notes are an integral part of the consolidated financial statements.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments (cont'd)

Multi-Asset Real Return Portfolio

	Shares		Value (000)
United States (cont'd)
Coeur Mining, Inc. (a)		1,101	$	6
ConocoPhillips		634		73
Corteva, Inc.		575		31
Coterra Energy, Inc.		401		11
Crown Holdings, Inc.		98		7
Devon Energy Corp.		342		16
Diamondback Energy, Inc.		91		18
Dow, Inc.		573		30
DuPont de Nemours, Inc.		351		28
Eastman Chemical Co.		97		10
Ecolab, Inc.		210		50
EOG Resources, Inc.		311		39
EQT Corp.		208		8
Exxon Mobil Corp.		2,426		279
FMC Corp.		101		6
Freeport-McMoRan, Inc.		1,170		57
Halliburton Co.		477		16
Hecla Mining Co.		1,739		8
Hess Corp.		147		22
HF Sinclair Corp.		85		5
International Flavors & Fragrances, Inc.		209		20
International Paper Co.		267		12
Kinder Morgan, Inc.		1,067		21
Linde PLC		396		174
LyondellBasell Industries NV, Class A		211		20
Marathon Oil Corp.		312		9
Marathon Petroleum Corp.		203		35
Martin Marietta Materials, Inc.		50		27
Mosaic Co.		267		8
Newmont Corp. (TSX)		3,013		126
Nucor Corp.		201		32
Occidental Petroleum Corp.		351		22
ONEOK, Inc.		310		25
Ovintiv, Inc.		138		6
Packaging Corp. of America		73		13
Phillips 66		235		33
PPG Industries, Inc.		193		24
Reliance, Inc.		47		13
Royal Gold, Inc.		181		23
RPM International, Inc.		105		11
Schlumberger NV		763		36
Sherwin-Williams Co.		199		59
Steel Dynamics, Inc.		126		16
Targa Resources Corp.		113		15
Texas Pacific Land Corp.		10		7
Valero Energy Corp.		182		29
Vulcan Materials Co.		108		27
Westlake Corp.		32		5
Westrock Co.		209		11
Williams Cos., Inc.		649		28
				1,935
Total Common Stocks (Cost $4,108)				4,204

	Face Amount (000)		Value (000)
U.S. Treasury Security (66.3%)
United States (66.3%)
U.S. Treasury Inflation-Indexed Notes, 1.75%, 1/15/34 (Cost $13,874)	$	14,389	$	13,969
	Shares
Short-Term Investments (12.4%)
Investment Company (12.1%)
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class, 5.14% (See Note G) (Cost $2,543)		2,543,380		2,543
Securities held as Collateral on Loaned Securities (0.3%)
Investment Company (0.3%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G)		60,381		60
	Face Amount (000)
Repurchase Agreements (0.0%)‡
Merrill Lynch & Co., Inc., (5.32%, dated 6/28/24, due 7/1/24; proceeds $12; fully collateralized by a U.S. Government obligation; 0.63% due 11/30/27; valued at $12)	$	12		12
Merrill Lynch & Co., Inc., (5.25%, dated 6/28/24, due 7/1/24; proceeds $5; fully collateralized by a U.S. Government obligation; 0.63% due 11/30/27; valued at $5)		5		5
				17
Total Securities held as Collateral on Loaned Securities (Cost $77)				77
Total Short-Term Investments (Cost $2,620)				2,620
Total Investments (98.7%) (Cost $20,602) Including $78 of Securities Loaned (d)(e)(f)				20,793
Other Assets in Excess of Liabilities (1.3%)				275
Net Assets (100.0%)			$	21,068

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.

‡  Amount is less than 0.05%.

(a)  Non-income producing security.

(b)  All or a portion of this security was on loan at June 30, 2024.

(c)  Security trades on the Hong Kong exchange.

(d)  The approximate fair value and percentage of net assets, $1,446,000 and 6.9%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Consolidated Financial Statements.

(e)  Securities are available for collateral in connection with foreign currency forward exchange contracts, futures contract and a swap agreement.

The accompanying notes are an integral part of the consolidated financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments (cont'd)

Multi-Asset Real Return Portfolio

(f)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $296,000 and the aggregate gross unrealized depreciation is approximately $158,000, resulting in net unrealized appreciation of approximately $138,000.

LSE  London Stock Exchange.

ADR  American Depositary Receipt.

TSX  Toronto Stock Exchange.

Foreign Currency Forward Exchange Contracts:

The Fund had the following foreign currency forward exchange contracts open at June 30, 2024:

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Delivery Date	Unrealized Appreciation (Depreciation) (000)
BNP Paribas SA	GBP	10		$	13		9/19/24	$	—	@
Citibank NA	GBP	12		$	16		9/19/24		—	@
Goldman Sachs International	$	—	@	CHF	—	@	9/19/24		(—	@)
Goldman Sachs International	$	16		EUR	15		9/19/24		(—	@)
Goldman Sachs International	$	1		SEK	10		9/19/24		(—	@)
JPMorgan Chase Bank NA	GBP	1		$	1		9/19/24		—	@
JPMorgan Chase Bank NA	$	—	@	CHF	—	@	9/19/24		(—	@)
JPMorgan Chase Bank NA	$	9		JPY	1,361		9/19/24		(—	@)
								$	(—	@)

Futures Contract:

The Fund had the following futures contract open at June 30, 2024:

	Number of Contracts		Expiration Date	Notional Amount (000)		Value (000)		Unrealized Depreciation (000)
Long:
COMEX Gold 100 OZ (United States)		11	Aug-24	$	1	$	2,574	$	(21	)

Total Return Swap Agreement:

The Fund had the following total return swap agreement open at June 30, 2024:

Swap Counterparty

Index

Pay/Receive Total Return of Reference Index

Floating Rate

Payment Frequency

Maturity Date

Notional Amount (000)

Value (000)

Upfront Payment Paid (000)

Unrealized Depreciation (000)

Goldman Sachs International

S&P GSCI Total Return Index

Pay

USB3MTA + 0.10%

Maturity

4/16/25

$

997

$

(32

)

$

—

$

(32

)

@    Value is less than $500.

CHF  —  Swiss Franc

EUR  —  Euro

GBP  —  British Pound

GSCI  —  Goldman Sachs Commodity Index

JPY  —  Japanese Yen

SEK  —  Swedish Krona

USB3MTA  —  3 Months U.S. Treasury Bill auction rate

USD  —  United States Dollar

Portfolio Composition*

Classification	Percentage of Total Investments
U.S. Treasury Security		67.4	%
Short-Term Investments		12.3
Oil, Gas & Consumable Fuels		7.0
Metals & Mining		6.8
Other**		6.5
Total Investments		100.0	%***

*  Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2024.

**  Industries and/or investment types representing less than 5% of total investments.

***  Does not include an open futures contract with a value of approximately $2,574,000 and unrealized depreciation of approximately $21,000. Does not include open foreign currency forward exchange contracts with net unrealized depreciation of approximately of less than $500. Also does not include open swap agreement with unrealized depreciation of approximately $32,000.

The accompanying notes are an integral part of the consolidated financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Multi-Asset Real Return Portfolio

Consolidated Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value(1)​ (Cost $17,999)	$	18,190
Investment in Security of Affiliated Issuer, at Value (Cost $2,603)		2,603
Total Investments in Securities, at Value (Cost $20,602)		20,793
Foreign Currency, at Value (Cost $73)		72
Receivable for Variation Margin on Futures Contract		221
Interest Receivable		116
Due from Adviser		33
Receivable from Affiliate		12
Dividends Receivable		4
Tax Reclaim Receivable		3
Unrealized Appreciation on Foreign Currency Forward Exchange Contracts		—	@
Receivable from Securities Lending Income		—	@
Receivable for Fund Shares Sold		—	@
Other Assets		82
Total Assets		21,336
Liabilities:
Collateral on Securities Loaned, at Value		77
Payable for Professional Fees		50
Unrealized Depreciation on Swap Agreement		32
Payable for Custodian Fees		10
Payable for Sub Transfer Agency Fees — Class I		2
Payable for Sub Transfer Agency Fees — Class A		1
Payable for Sub Transfer Agency Fees — Class C		—	@
Payable for Shareholder Services Fees — Class A		1
Payable for Distribution and Shareholder Services Fees — Class C		2
Deferred Capital Gain Country Tax		2
Payable for Administration Fees		1
Unrealized Depreciation on Foreign Currency Forward Exchange Contracts		—	@
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 R6		—	@
Other Liabilities		90
Total Liabilities		268
Net Assets	$	21,068
Net Assets Consist of:
Paid-in-Capital	$	20,109
Total Distributable Earnings		959
Net Assets	$	21,068

The accompanying notes are an integral part of the consolidated financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Multi-Asset Real Return Portfolio

Consolidated Statement of Assets and Liabilities (cont'd)	June 30, 2024 (000)
CLASS I:
Net Assets	$	14,133
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		1,311,392
Net Asset Value, Offering and Redemption Price Per Share	$	10.78
CLASS A:
Net Assets	$	3,909
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		362,947
Net Asset Value, Redemption Price Per Share	$	10.77
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	0.60
Maximum Offering Price Per Share	$	11.37
CLASS C:
Net Assets	$	3,005
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		282,277
Net Asset Value, Offering and Redemption Price Per Share	$	10.64
CLASS R6:
Net Assets	$	21
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		1,968
Net Asset Value, Offering and Redemption Price Per Share	$	10.78
(1​)​ Including: Securities on Loan, at Value:	$	78

@  Amount is less than $500.

The accompanying notes are an integral part of the consolidated financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Multi-Asset Real Return Portfolio

Consolidated Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Interest from Securities of Unaffiliated Issuers	$	478
Dividends from Security of Affiliated Issuer (Note G)		143
Dividends from Securities of Unaffiliated Issuers (Net of $4 of Foreign Taxes Withheld)		49
Income from Securities Loaned — Net		—	@
Total Investment Income		670
Expenses:
Professional Fees		85
Advisory Fees (Note B)		74
Custodian Fees (Note F)		21
Shareholder Services Fees — Class A (Note D)		5
Distribution and Shareholder Services Fees — Class C (Note D)		16
Registration Fees		20
Administration Fees (Note C)		10
Sub Transfer Agency Fees — Class I		4
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)		2
Transfer Agency Fees — Class C (Note E)		1
Transfer Agency Fees — Class R6 (Note E)		1
Directors' Fees and Expenses		1
Shareholder Reporting Fees		—	@
Pricing Fees		—	@
Other Expenses		16
Total Expenses		260
Waiver of Advisory Fees (Note B)		(74	)
Expenses Reimbursed by Adviser (Note B)		(60	)
Rebate from Morgan Stanley Affiliate (Note G)		(5	)
Reimbursement of Class Specific Expenses — Class I (Note B)		(1	)
Reimbursement of Class Specific Expenses — Class A (Note B)		(—	@)
Reimbursement of Class Specific Expenses — Class R6 (Note B)		(1	)
Net Expenses		119
Net Investment Income		551
Realized Gain (Loss):
Investments Sold		213
Foreign Currency Forward Exchange Contracts		(115	)
Foreign Currency Translation		(1	)
Futures Contracts		(163	)
Swap Agreements		(15	)
Net Realized Loss		(81	)
Change in Unrealized Appreciation (Depreciation):
Investments (Net of Decrease in Deferred Capital Gain Country Tax of $—@)		(506	)
Foreign Currency Forward Exchange Contracts		56
Foreign Currency Translation		(3	)
Futures Contracts		(834	)
Swap Agreements		492
Net Change in Unrealized Appreciation (Depreciation)		(795	)
Net Realized Loss and Change in Unrealized Appreciation (Depreciation)		(876	)
Net Decrease in Net Assets Resulting from Operations	$	(325	)

@  Amount is less than $500.

The accompanying notes are an integral part of the consolidated financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Multi-Asset Real Return Portfolio

Consolidated Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	551		$	1,237
Net Realized Gain (Loss)		(81	)		873
Net Change in Unrealized Appreciation (Depreciation)		(795	)		(527	)
Net Increase (Decrease) in Net Assets Resulting from Operations		(325	)		1,583
Dividends and Distributions to Shareholders:
Class I		—			(1,253	)
Class A		—			(189	)
Class C		—			(137	)
Class R6		—			(1	)
Total Dividends and Distributions to Shareholders		—			(1,580	)
Capital Share Transactions:(1)​
Class I:
Subscribed		37			11,223
Distributions Reinvested		—			1,253
Redeemed		(13,558	)		(17,120	)
Class A:
Subscribed		384			1,993
Distributions Reinvested		—			189
Redeemed		(784	)		(3,485	)
Class C:
Subscribed		15			970
Distributions Reinvested		—			137
Redeemed		(493	)		(2,574	)
Class R6:
Subscribed		7			—
Distributions Reinvested		—			1
Net Decrease in Net Assets Resulting from Capital Share Transactions		(14,392	)		(7,413	)
Total Decrease in Net Assets		(14,717	)		(7,410	)
Net Assets:
Beginning of Period		35,785			43,195
End of Period	$	21,068		$	35,785
(1)   Capital Share Transactions:
Class I:
Shares Subscribed		4			1,016
Shares Issued on Distributions Reinvested		—			118
Shares Redeemed		(1,263	)		(1,580	)
Net Decrease in Class I Shares Outstanding		(1,259	)		(446	)
Class A:
Shares Subscribed		36			182
Shares Issued on Distributions Reinvested		—			18
Shares Redeemed		(73	)		(322	)
Net Decrease in Class A Shares Outstanding		(37	)		(122	)
Class C:
Shares Subscribed		1			93
Shares Issued on Distributions Reinvested		—			13
Shares Redeemed		(46	)		(241	)
Net Decrease in Class C Shares Outstanding		(45	)		(135	)
Class R6:
Shares Subscribed		1			—
Shares Issued on Distributions Reinvested		—			—	@
Net Increase in Class R6 Shares Outstanding		1			—	@

@  Amount is less than 500 shares.

The accompanying notes are an integral part of the consolidated financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Multi-Asset Real Return Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	10.85		$	10.80		$	10.93		$	10.38		$	10.51		$	9.06
Income (Loss) from Investment Operations:
Net Investment Income(2)​		0.25			0.40			0.44			0.21			0.16			0.19
Net Realized and Unrealized Gain (Loss)		(0.32	)		0.17			(0.10	)		2.04			(0.14	)		1.46
Total from Investment Operations		(0.07	)		0.57			0.34			2.25			0.02			1.65
Distributions from and/or in Excess of:
Net Investment Income		—			(0.52	)		(0.43	)		(0.26	)		(0.15	)		(0.20	)
Net Realized Gain		—			—			(0.04	)		(1.44	)		—			—
Paid-in-Capital		—			—			—			—			—			(0.00	)(3)​
Total Distributions		—			(0.52	)		(0.47	)		(1.70	)		(0.15	)		(0.20	)
Net Asset Value, End of Period	$	10.78		$	10.85		$	10.80		$	10.93		$	10.38		$	10.51
Total Return(4)​		(0.65	)%(5)​		5.41	%(6)​		3.11	%		22.11	%		0.39	%		18.35	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	14,133		$	27,897		$	32,578		$	30,776		$	17,942		$	10,728
Ratio of Expenses Before Expense Limitation		1.89	%(7)​		1.56	%		2.03	%		2.76	%		2.93	%		3.82	%
Ratio of Expenses After Expense Limitation		0.76	%(7)(8)​		0.73	%(8)(9)​		0.76	%(8)​		0.79	%(8)​		0.77	%(8)​		0.76	%(8)​
Ratio of Net Investment Income		4.66	%(7)(8)​		3.71	%(8)(9)​		4.03	%(8)​		1.80	%(8)​		1.68	%(8)​		1.88	%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.04	%(7)​		0.04	%		0.03	%		0.01	%		0.01	%		0.01	%
Portfolio Turnover Rate		151	%(5)​		519	%		797	%		232	%		68	%		65	%

(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)  Not annualized.

(6)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class I shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.76	%		3.68	%

The accompanying notes are an integral part of the consolidated financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Multi-Asset Real Return Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	10.87		$	10.81		$	10.95		$	10.41		$	10.53		$	9.06
Income (Loss) from Investment Operations:
Net Investment Income(2)​		0.23			0.36			0.53			0.29			0.11			0.15
Net Realized and Unrealized Gain (Loss)		(0.33	)		0.18			(0.23	)		1.92			(0.12	)		1.47
Total from Investment Operations		(0.10	)		0.54			0.30			2.21			(0.01	)		1.62
Distributions from and/or in Excess of:
Net Investment Income		—			(0.48	)		(0.40	)		(0.23	)		(0.11	)		(0.15	)
Net Realized Gain		—			—			(0.04	)		(1.44	)		—			—
Paid-in-Capital		—			—			—			—			—			(0.00	)(3)​
Total Distributions		—			(0.48	)		(0.44	)		(1.67	)		(0.11	)		(0.15	)
Net Asset Value, End of Period	$	10.77		$	10.87		$	10.81		$	10.95		$	10.41		$	10.53
Total Return(4)​		(0.92	)%(5)​		5.09	%(6)​		2.75	%		21.62	%		0.07	%		17.93	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	3,909		$	4,347		$	5,646		$	826		$	43		$	42
Ratio of Expenses Before Expense Limitation		2.25	%(7)​		1.96	%		2.37	%		4.14	%		10.61	%		7.63	%
Ratio of Expenses After Expense Limitation		1.11	%(7)(8)​		1.09	%(8)(9)​		1.10	%(8)​		1.14	%(8)​		1.14	%(8)​		1.14	%(8)​
Ratio of Net Investment Income		4.28	%(7)(8)​		3.35	%(8)(9)​		4.94	%(8)​		2.48	%(8)​		1.18	%(8)​		1.46	%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.04	%(7)​		0.04	%		0.03	%		0.01	%		0.01	%		0.01	%
Portfolio Turnover Rate		151	%(5)​		519	%		797	%		232	%		68	%		65	%

(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)  Not annualized.

(6)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class A shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.11	%		3.33	%

The accompanying notes are an integral part of the consolidated financial statements.
11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Multi-Asset Real Return Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(1)​			2019(1)​
Net Asset Value, Beginning of Period	$	10.78		$	10.73		$	10.90		$	10.36		$	10.50		$	9.06
Income (Loss) from Investment Operations:
Net Investment Income(2)​		0.19			0.28			0.45			0.08			0.05			0.07
Net Realized and Unrealized Gain (Loss)		(0.33	)		0.17			(0.23	)		2.04			(0.14	)		1.48
Total from Investment Operations		(0.14	)		0.45			0.22			2.12			(0.09	)		1.55
Distributions from and/or in Excess of:
Net Investment Income		—			(0.40	)		(0.35	)		(0.14	)		(0.05	)		(0.11	)
Net Realized Gain		—			—			(0.04	)		(1.44	)		—			—
Paid-in-Capital		—			—			—			—			—			(0.00	)(3)​
Total Distributions		—			(0.40	)		(0.39	)		(1.58	)		(0.05	)		(0.11	)
Net Asset Value, End of Period	$	10.64		$	10.78		$	10.73		$	10.90		$	10.36		$	10.50
Total Return(4) ​		(1.30	)%(5)​		4.25	%(6)​		2.00	%		20.80	%		(0.81	)%		17.12	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	3,005		$	3,527		$	4,957		$	943		$	218		$	172
Ratio of Expenses Before Expense Limitation		2.96	%(7)​		2.67	%		3.09	%		4.04	%		5.10	%		8.50	%
Ratio of Expenses After Expense Limitation		1.84	%(7)(8)​		1.84	%(8)(9)​		1.82	%(8)​		1.89	%(8)​		1.89	%(8)​		1.89	%(8)​
Ratio of Net Investment Income		3.56	%(7)(8)​		2.60	%(8)(9)​		4.23	%(8)​		0.69	%(8)​		0.54	%(8)​		0.68	%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.04	%(7)​		0.04	%		0.03	%		0.01	%		0.01	%		0.01	%
Portfolio Turnover Rate		151	%(5)​		519	%		797	%		232	%		68	%		65	%

(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)  Not annualized.

(6)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class C shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.86	%		2.58	%

The accompanying notes are an integral part of the consolidated financial statements.
12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Multi-Asset Real Return Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020(2)​			2019(2)​
Net Asset Value, Beginning of Period	$	10.85		$	10.80		$	10.93		$	10.38		$	10.51		$	9.06
Income (Loss) from Investment Operations:
Net Investment Income(3)​		0.25			0.41			0.44			0.20			0.16			0.19
Net Realized and Unrealized Gain (Loss)		(0.32	)		0.17			(0.09	)		2.05			(0.13	)		1.47
Total from Investment Operations		(0.07	)		0.58			0.35			2.25			0.03			1.66
Distributions from and/or in Excess of:
Net Investment Income		—			(0.53	)		(0.44	)		(0.26	)		(0.16	)		(0.21	)
Net Realized Gain		—			—			(0.04	)		(1.44	)		—			—
Paid-in-Capital		—			—			—			—			—			(0.00	)(4)​
Total Distributions		—			(0.53	)		(0.48	)		(1.70	)		(0.16	)		(0.21	)
Net Asset Value, End of Period	$	10.78		$	10.85		$	10.80		$	10.93		$	10.38		$	10.51
Total Return(5) ​		(0.65	)%(6)​		5.46	%(7)​		3.16	%		22.16	%		0.42	%		18.37	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	21		$	14		$	14		$	13		$	11		$	11
Ratio of Expenses Before Expense Limitation		15.36	%(8)​		20.91	%		17.86	%		21.20	%		22.80	%		22.24	%
Ratio of Expenses After Expense Limitation		0.71	%(8)(9)​		0.69	%(9)(10)​		0.72	%(9)​		0.74	%(9)​		0.74	%(9)​		0.74	%(9)​
Ratio of Net Investment Income		4.65	%(8)(9)​		3.75	%(9)(10)​		4.03	%(9)​		1.75	%(9)​		1.62	%(9)​		1.90	%(9)​
Ratio of Rebate from Morgan Stanley Affiliates		0.04	%(8)​		0.04	%		0.03	%		0.01	%		0.01	%		0.01	%
Portfolio Turnover Rate		151	%(6)​		519	%		797	%		232	%		68	%		65	%

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(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)  Not annualized.

(7)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class R6 shares.

(8)  Annualized.

(9)  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."

(10)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.71	%		3.73	%

The accompanying notes are an integral part of the consolidated financial statements.
13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these consolidated financial statements, management has evaluated subsequent events occurring after the date of the Fund's consolidated Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying consolidated financial statements relates to the Multi-Asset Real Return Portfolio. The Fund seeks total return, targeted to be in excess of inflation, through capital appreciation and current income.

The Fund has issued four classes of shares — Class I, Class A, Class C and Class R6.

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 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, Multi-Asset Real Return Cayman Portfolio, Ltd. (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. 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 and all accounting policies of the Subsidiary are consistent with those of the Fund. As of June 30, 2024, the Subsidiary represented approximately $1,499,000 or approximately 7.11% of the net assets of the Fund.

Investments in the Subsidiary are expected to provide the Fund with exposure to the commodity markets 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/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/dealers; (3) futures are valued at the settlement price on the exchange on which

14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

they trade or, if a settlement price is unavailable, at the last sale price on the exchange; (4) OTC swaps may be valued by an outside pricing service approved by the Directors or quotes from a reputable broker/dealer. Notes to Consolidated Financial Statements Morgan Stanley Institutional Fund, Inc. Swaps cleared on a clearinghouse or exchange may be valued using the closing price provided by the clearinghouse or exchange. Total return swaps may also be fair valued using direct accrual/return calculations if prices on the reference asset on the total return leg of the swap are available from a pricing service/vendor for such instrument. In the event that the reference asset on the total return leg of the swap is a benchmark index, then price of such reference asset may be obtained from a pricing service provider or from the benchmark index sponsor; (5) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (6) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (7) foreign exchange transactions ("spot contracts") and

foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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, 2024:

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
Chemicals	$	576	$	400	$	—	$	976
Construction Materials		54		101		—		155
Containers & Packaging		90		13		—		103
Energy Equipment & Services		71		4		—		75
Metals & Mining		885		525		—		1,410
Oil, Gas & Consumable Fuels		1,078		364		—		1,442
Paper & Forest Products		4		39		—		43
Total Common Stocks		2,758		1,446		—		4,204
U.S. Treasury Security		—		13,969		—		13,969
Short-Term Investments
Investment Company		2,603		—		—		2,603
Repurchase Agreements		—		17		—		17
Total Short-Term Investments		2,603		17		—		2,620

Investment Type	Level 1 Unadjusted quoted prices (000)			Level 2 Other significant observable inputs (000)			Level 3 Significant unobservable inputs (000)		Total (000)
Foreign Currency Forward Exchange Contracts	$	—		$	—	@	$	—	$	—	@
Total Assets		5,361			15,432			—		20,793
Liabilities:
Foreign Currency Forward Exchange Contracts		—			(—	@)		—		(—	@)
Future Contract		(21	)		—			—		(21	)
Total Return Swap Agreement		—			(32	)		—		(32	)
Total Liabilities		(21	)		(32	)		—		(53	)
Total	$	5,340		$	15,400		$	—	$	20,740

@  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.

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;

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

–  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 U.S. 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.  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 upon maturity is guaranteed by the full faith and credit of the U.S. Government.

6.  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, risks arising from margin and payment requirements, risks arising from mispricing or valuation complexity and operational and legal risks. 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

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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 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/dealers to purchase or sell 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. In addition, the Fund may use cross currency hedging or proxy hedging with respect to currencies in which the Fund has or expects to have portfolio or currency exposure. Cross currency hedges involve the sale of one currency against the positive exposure to a different currency and may be used for hedging purposes or to establish an active exposure to the exchange rate between any two currencies. 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.

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.

Swaps: The Fund may enter into OTC swap contracts or cleared swap transactions. A swap contract is an agreement between two parties pursuant to which the

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

parties exchange payments at specified dates on the basis of a specified notional amount, with the payments calculated by reference to specified securities, indices, reference rates, currencies or other instruments. Typically swap agreements provide that when the period payment dates for both parties are the same, the payments are made on a net basis (i.e., the two payment streams are netted out, with only the net amount paid by one party to the other). The Fund's obligations or rights under a swap contract entered into on a net basis will generally be equal only to the net amount to be paid or received under the agreement, based on the relative values of the positions held by each party. Cleared swap transactions may help reduce counterparty credit risk. In a cleared swap, the Fund's ultimate counterparty is a clearinghouse rather than a swap dealer, bank or other financial institution. OTC swap agreements are not entered into or traded on exchanges and often there is no central clearing or guaranty function for OTC swaps. These OTC swaps are often subject to credit risk or the risk of default or non-performance by the counterparty. Both OTC and cleared swaps could result in losses if interest rates, foreign currency exchange rates or other factors are not correctly anticipated by the Fund or if the reference index, security or investments do not perform as expected. During the period swap agreements are open, payments are received from or made to the counterparty or clearing-house based on changes in the value of the contract or variation margin, respectively. The Dodd-Frank Wall Street Reform and Consumer Protection Act and related regulatory developments require the clearing and exchange-trading of certain standardized swap transactions. Mandatory exchange-trading and clearing is occurring on a phased-in basis based on the type of market participant and U.S. Commodities Futures Trading Commission ("CFTC") approval of contracts for central clearing and exchange trading.

The Fund may enter into total return swaps in which one party agrees to make periodic payments to another party based on the change in market value of the assets underlying the contract, which may include, but not be limited to, a specified security, basket of securities or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying assets. Total return swaps may be used to obtain long or short exposure to a security or market without owning or taking

physical custody of such security or investing directly in such market. Total return swaps may effectively add leverage to the Fund's portfolio because, in addition to its total net assets, the Fund would be subject to investment exposure on the notional amount of the swap. Total return swaps are subject to the risk that a counterparty will default on its payment obligations to the Fund thereunder, and conversely, that the Fund will not be able to meet its obligation to the counterparty.

The Fund may enter into interest rate swaps which is an agreement between two parties to exchange their respective commitments to pay or receive interest. Interest rate swaps are generally entered into on a net basis. Interest rate swaps do not involve the delivery of securities, other underlying assets, or principal. Accordingly, the risk of market loss with respect to interest rate swaps is typically limited to the net amount of interest payments that the Fund is contractually obligated to make.

When the Fund has an unrealized loss on a swap agreement, the Fund has instructed the custodian to pledge cash or liquid securities as collateral with a value approximately equal to the amount of the unrealized loss. Collateral pledges are monitored and subsequently adjusted if and when the swap valuations fluctuate. If applicable, cash collateral is included with "Due from (to) Broker" in the Consolidated Statement of Assets and Liabilities.

Upfront payments paid or received by the Fund will be reflected as an asset or liability, respectively, in the Consolidated Statement of Assets and Liabilities.

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, 2024:

	Asset Derivatives Consolidated 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	$	—	@

19

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

	Liability Derivatives Consolidated Statement of Assets and Liabilities Location	Primary Risk Exposure	Value (000)
Foreign Currency Forward Exchange Contracts	Unrealized Depreciation on Foreign Currency Forward ExchangeContracts	Currency Risk	$	(—	@)
Futures Contracts	Variation Margin on Futures Contracts	Commodity Risk		(21	)(a)
Swap Agreements	Unrealized Depreciation on Swap Agreements	Equity Risk		(32	)
Total			$	(53	)

@  Value is less than $500.

(a) This amount represents the cumulative appreciation (depreciation) as reported in the Consolidated Portfolio of Investments. The Consolidated Statement of Assets and Liabilities only reflects the current day's net variation margin.

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, 2024 in accordance with ASC 815:

Realized Gain (Loss)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Foreign Currency Forward Exchange Contracts	$	(115	)
Commodity Risk	Futures Contracts		161
Interest Rate Risk	Futures Contracts		(324	)
Interest Rate Risk	Swap Agreements		(15	)
Total		$	(293	)
Change in Unrealized Appreciation (Depreciation)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Foreign Currency Forward Exchange Contracts	$	56
Commodity Risk	Futures Contracts		(21	)
Interest Rate Risk	Futures Contracts		(813	)
Equity Risk	Swap Agreements		(32	)
Interest Rate Risk	Swap Agreements		524
Total		$	(286	)

At June 30, 2024, 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(a)	Assets(b) (000)			Liabilities(b) (000)
Foreign Currency Forward Exchange Contracts	$	—	@	$	(—	@)
Swap Agreements		—			(32	)
Total	$	—	@	$	(32	)

@ Value is less than $500.

(a) Excludes exchange-traded derivatives.

(b) 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 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, 2024:

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 (000)			Financial Instrument (000)			Collateral Received (000)		Net Amount (not less than $0) (000)
BNP Paribas SA	$	—	@	$	—		$	—	$	—	@
Citibank NA		—	@		—			—		—	@
JPMorgan Chase Bank NA		—	@		(—	@)		—		0
Total	$	—	@	$	(—	@)	$	—	$	—	@

20

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

Gross Amounts Not Offset in the Consolidated Statement of Assets and Liabilities
Counterparty	Gross Liability Derivatives Presented in the Consolidated Statement of Assets and Liabilities (000)			Financial Instrument (000)			Collateral Pledged (000)		Net Amount (not less than $0) (000)
Goldman Sachs International	$	32		$	—		$	—	$	32
JPMorgan Chase Bank NA		—	@		(—	@)		—		0
Total	$	32		$	(—	@)	$	—	$	32

@ Value is less than $500.

For the six months ended June 30, 2024, the approximate average monthly amount outstanding for each derivative type is as follows:

Foreign Currency Forward Exchange Contracts:
Average monthly principal amount	$	5,599,000
Futures Contracts:
Average monthly notional value	$	15,499,000
Swap Agreements:
Average monthly notional amount	$	12,995,000

7.  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, 2024:

Gross Amount Not Offset in the Consolidated Statement of Assets and Liabilities
Gross Asset Amount Presented in the Consolidated Statement of Assets and Liabilities (000)			Financial Instrument (000)		Collateral Received (000)			Net Amount (not less than $0) (000)
$	78	(a)	$	—	$	(78	)(b)(c)	$	0

(a) Represents market value of loaned securities at period end.

(b) The Fund received cash collateral of approximately $77,000, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Fund as reported in the Consolidated Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $6,000 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.

(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 borrowings.

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, 2024:

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	$	77	$	—	$	—	$	—	$	77
Total Borrowings	$	77	$	—	$	—	$	—	$	77
Gross amount of recognized liabilities for securities lending transactions									$	77

8.  Indemnifications: The Company enters into contracts that contain a variety of indemnification clauses. The Company's maximum exposure under these arrangements

21

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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) net of applicable withholding taxes. 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, co-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
	0.60	%		0.55	%

For the six months ended June 30, 2024, 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 R6 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, 2024, approximately $74,000 of advisory fees were waived and approximately $62,000 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 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

22

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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 distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Consolidated Statement of Operations, amounted to less than $500.

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $7,814,000 and $12,858,000, respectively. For the six months ended June 30, 2024, purchases and sales of long-term U.S. Government securities were approximately $14,912,000 and $2,163,000, respectively.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024,

advisory fees paid were reduced by approximately $5,000 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	9,269	$	45,103	$	51,769	$	143

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	2,603

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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 RIC and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal

23

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:				2022 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	1,580	$	—	$	1,698	$	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 nondeductible expense and tax adjustments related to the Subsidiary, resulted in

the following reclassifications among the components of net assets at December 31, 2023:

Total Distributable Earnings (000)		Paid-in- Capital (000)
$	462	$	(462	)

At December 31, 2023, 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)
$	154	$	—

At December 31, 2023, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $300,000 and $185,000, 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 $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 38.9%.

K. Market Risk: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely

24

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

25

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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 three- and five-year periods but below its peer group average for the one-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 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.

26

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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

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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MRJAX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

Next Gen Emerging Markets Portfolio

Semi-Annual Financial Statements and Additional Information
June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Portfolio of Investments	2
Statement of Assets and Liabilities	4
Statement of Operations	6
Statements of Changes in Net Assets	7
Financial Highlights	9
Notes to Financial Statements	14
Investment Advisory Agreement Approval	21

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) 869-6397. 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.

June 30, 2024 (unaudited)

Portfolio of Investments

Next Gen Emerging Markets Portfolio

	Shares		Value (000)
Common Stocks (96.5%)
Argentina (2.1%)
Despegar.com Corp. (a)		44,321	$	586
Bangladesh (3.3%)
BRAC Bank PLC		845,696		250
Square Pharmaceuticals PLC		364,312		656
				906
Egypt (3.7%)
Commercial International Bank — Egypt (CIB) GDR		676,248		1,005
Indonesia (13.5%)
Bank Mandiri Persero Tbk. PT		1,527,700		572
Champ Resto Indonesia Tbk. PT (a)		3,429,900		215
Cisarua Mountain Dairy Tbk. PT		2,216,600		677
Map Aktif Adiperkasa PT		13,900,100		662
Medikaloka Hermina Tbk. PT		11,527,200		954
Selamat Sempurna Tbk. PT		2,447,900		278
Sumber Alfaria Trijaya Tbk. PT		1,931,700		324
				3,682
Kazakhstan (11.3%)
Halyk Savings Bank of Kazakhstan JSC GDR		40,491		727
Kaspi.KZ JSC ADR		931		120
Kaspi.KZ JSC ADR (United Kingdom)		10,160		1,311
NAC Kazatomprom JSC GDR		22,846		913
				3,071
Kenya (2.9%)
Safaricom PLC		5,801,293		782
Nigeria (0.8%)
Guaranty Trust Holding Co. PLC		7,500,500		222
Pakistan (5.1%)
Meezan Bank Ltd.		814,053		696
Systems Ltd.		463,057		695
				1,391
Philippines (7.1%)
Bank of the Philippine Islands		311,010		632
BDO Unibank, Inc.		227,850		498
Century Pacific Food, Inc.		1,493,900		818
				1,948
Poland (7.2%)
11 bit studios SA (a)		6,376		996
Grupa Kety SA		3,274		728
Text SA		12,253		232
				1,956
Slovenia (3.1%)
Nova Ljubljanska Banka DD GDR		31,472		836
South Africa (1.1%)
Standard Bank Group Ltd.		25,906		302
Turkey (3.4%)
Coca-Cola Icecek AS		16,646		421
Logo Yazilim Sanayi Ve Ticaret AS		157,354		495
				916

	Shares		Value (000)
United Arab Emirates (1.6%)
Emaar Properties PJSC		199,772	$	446
United Kingdom (1.1%)
Airtel Africa PLC		205,690		311
United States (7.0%)
EPAM Systems, Inc. (a)		1,972		371
Grid Dynamics Holdings, Inc. (a)		44,996		473
MercadoLibre, Inc. (a)		650		1,068
				1,912
Vietnam (22.2%)
Bank for Foreign Trade of Vietnam JSC (a)		224,857		752
Binh Minh Plastics JSC		108,900		427
FPT Corp.		458,814		2,348
Mobile World Investment Corp.		308,488		754
Phu Nhuan Jewelry JSC		262,800		1,014
Vietnam Dairy Products JSC		289,992		746
				6,041
Total Common Stocks (Cost $21,489)				26,313
Short-Term Investment (2.0%)
Investment Company (2.0%)
Morgan Stanley Institutional Liquidity Funds — Government Portfolio — Institutional Class, 5.22% (See Note G) (Cost $552)		552,008		552
Total Investments (98.5%) (Cost $22,041) (b)(c)				26,865
Other Assets in Excess of Liabilities (1.5%)				399
Net Assets (100.0%)			$	27,264

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)  The approximate fair value and percentage of net assets, $22,384,000 and 82.1%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Financial Statements.

(c)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $6,148,000 and the aggregate gross unrealized depreciation is approximately $1,324,000, resulting in net unrealized appreciation of approximately $4,824,000.

ADR  American Depositary Receipt.

GDR  Global Depositary Receipt.

PJSC  Public Joint Stock Company.

The accompanying notes are an integral part of the financial statements.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Portfolio of Investments (cont'd)

Next Gen Emerging Markets Portfolio

Portfolio Composition

Classification	Percentage of Total Investments
Other*		42.7	%
Banks		24.0
Information Technology Services		14.4
Food Products		8.3
Consumer Finance		5.3
Specialty Retail		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.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Next Gen Emerging Markets Portfolio

Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $21,489)	$	26,313
Investment in Security of Affiliated Issuer, at Value (Cost $552)		552
Total Investments in Securities, at Value (Cost $22,041)		26,865
Foreign Currency, at Value (Cost $219)		218
Cash		21
Dividends Receivable		115
Receivable for Fund Shares Sold		100
Tax Reclaim Receivable		24
Due from Adviser		23
Receivable for Investments Sold		8
Receivable from Affiliate		3
Other Assets		68
Total Assets		27,445
Liabilities:
Payable for Professional Fees		50
Payable for Investments Purchased		40
Payable for Custodian Fees		33
Payable for Fund Shares Redeemed		17
Deferred Capital Gain Country Tax		10
Payable for Sub Transfer Agency Fees — Class I		4
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		2
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 R6		—	@
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		21
Total Liabilities		181
Net Assets	$	27,264
Net Assets Consist of:
Paid-in-Capital	$	140,741
Total Accumulated Loss		(113,477	)
Net Assets	$	27,264

The accompanying notes are an integral part of the financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Next Gen Emerging Markets Portfolio

Statement of Assets and Liabilities (cont'd)	June 30, 2024 (000)
CLASS I:
Net Assets	$	22,943
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		1,480,474
Net Asset Value, Offering and Redemption Price Per Share	$	15.50
CLASS A:
Net Assets	$	3,734
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		243,277
Net Asset Value, Redemption Price Per Share	$	15.35
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	0.85
Maximum Offering Price Per Share	$	16.20
CLASS L:
Net Assets	$	182
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		12,094
Net Asset Value, Offering and Redemption Price Per Share	$	15.04
CLASS C:
Net Assets	$	365
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		24,900
Net Asset Value, Offering and Redemption Price Per Share	$	14.68
CLASS R6:
Net Assets	$	40
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		2,602
Net Asset Value, Offering and Redemption Price Per Share	$	15.57

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Next Gen Emerging Markets Portfolio

Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $55 of Foreign Taxes Withheld)	$	586
Dividends from Security of Affiliated Issuer (Note G)		17
Total Investment Income		603
Expenses:
Advisory Fees (Note B)		182
Professional Fees		100
Custodian Fees (Note F)		38
Registration Fees		25
Sub Transfer Agency Fees — Class I		10
Sub Transfer Agency Fees — Class A		3
Sub Transfer Agency Fees — Class L		—	@
Sub Transfer Agency Fees — Class C		—	@
Administration Fees (Note C)		12
Shareholder Reporting Fees		10
Transfer Agency Fees — Class I (Note E)		4
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 R6 (Note E)		1
Shareholder Services Fees — Class A (Note D)		5
Distribution and Shareholder Services Fees — Class L (Note D)		1
Distribution and Shareholder Services Fees — Class C (Note D)		2
Pricing Fees		1
Directors' Fees and Expenses		1
Other Expenses		10
Total Expenses		409
Waiver of Advisory Fees (Note B)		(182	)
Expenses Reimbursed by Adviser (Note B)		(15	)
Reimbursement of Class Specific Expenses — Class I (Note B)		(8	)
Reimbursement of Class Specific Expenses — Class A (Note B)		(2	)
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 R6 (Note B)		(1	)
Rebate from Morgan Stanley Affiliate (Note G)		(—	@)
Net Expenses		199
Net Investment Income		404
Realized Gain (Loss):
Investments Sold (Net of $76 of Capital Gain Country Tax)		1,167
Foreign Currency Translation		(26	)
Net Realized Gain		1,141
Change in Unrealized Appreciation (Depreciation):
Investments (Net of Increase in Deferred Capital Gain Country Tax of $4)		(413	)
Foreign Currency Translation		16
Net Change in Unrealized Appreciation (Depreciation)		(397	)
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		744
Net Increase in Net Assets Resulting from Operations	$	1,148

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Next Gen Emerging Markets Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	404		$	578
Net Realized Gain (Loss)		1,141			(3,130	)
Net Change in Unrealized Appreciation (Depreciation)		(397	)		5,050
Net Increase in Net Assets Resulting from Operations		1,148			2,498
Dividends and Distributions to Shareholders:
Class I		—			(369	)
Class A		—			(42	)
Class L		—			(1	)
Class C		—			(1	)
Class R6		—			(1	)
Total Dividends and Distributions to Shareholders		—			(414	)
Capital Share Transactions, including direct exchanges pursuant to share class conversions for all periods presented, were as follows:(1)​
Class I:
Subscribed		2,150			1,938
Distributions Reinvested		—			358
Redeemed		(7,703	)		(12,957	)
Class A:
Subscribed		111			577
Distributions Reinvested		—			42
Redeemed		(815	)		(2,319	)
Class L:
Distributions Reinvested		—			1
Redeemed		(62	)		(9	)
Class C:
Subscribed		—			18
Distributions Reinvested		—			1
Redeemed		(66	)		(109	)
Class R6:
Subscribed		—			25
Distributions Reinvested		—			1
Redeemed		(—	@)		(28	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(6,385	)		(12,461	)
Redemption Fees		—			—	@
Total Decrease in Net Assets		(5,237	)		(10,377	)
Net Assets:
Beginning of Period		32,501			42,878
End of Period	$	27,264		$	32,501

The accompanying notes are an integral part of the financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Next Gen Emerging Markets Portfolio

Statements of Changes in Net Assets (cont'd)	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
(1)   Capital Share Transactions:
Class I:
Shares Subscribed		139			136
Shares Issued on Distributions Reinvested		—			25
Shares Redeemed		(505	)		(910	)
Net Decrease in Class I Shares Outstanding		(366	)		(749	)
Class A:
Shares Subscribed		8			41
Shares Issued on Distributions Reinvested		—			3
Shares Redeemed		(54	)		(166	)
Net Decrease in Class A Shares Outstanding		(46	)		(122	)
Class L:
Shares Issued on Distributions Reinvested		—			—	@@
Shares Redeemed		(4	)		(1	)
Net Decrease in Class L Shares Outstanding		(4	)		(1	)
Class C:
Shares Subscribed		—			1
Shares Issued on Distributions Reinvested		—			—	@@
Shares Redeemed		(5	)		(8	)
Net Decrease in Class C Shares Outstanding		(5	)		(7	)
Class R6:
Shares Subscribed		—			2
Shares Issued on Distributions Reinvested		—			—	@@
Shares Redeemed		(—	@@)		(2	)
Net Increase (Decrease) in Class R6 Shares Outstanding		(—	@@)		—	@@

@  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.

June 30, 2024

Financial Highlights

Next Gen Emerging Markets Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	14.91		$	14.03		$	22.48		$	19.49		$	17.10		$	15.63
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(1)​		0.21			0.23			0.13			(0.02	)		0.04			0.39
Net Realized and Unrealized Gain (Loss)		0.38			0.85			(8.58	)		3.01			2.36			1.58
Total from Investment Operations		0.59			1.08			(8.45	)		2.99			2.40			1.97
Distributions from and/or in Excess of:
Net Investment Income		—			(0.20	)		—			—			(0.01	)		(0.50	)
Redemption Fees		—			0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​
Net Asset Value, End of Period	$	15.50		$	14.91		$	14.03		$	22.48		$	19.49		$	17.10
Total Return		4.95	%(3)(4)​		7.73	%(5)(6)​		(37.59	)%(3)​		15.34	%(3)​		14.02	%(3)​		12.53	%(3)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	22,943		$	27,525		$	36,405		$	124,931		$	55,533		$	125,780
Ratio of Expenses Before Expense Limitation		2.61	%(7)​		2.47	%		2.30	%		2.21	%		2.13	%		1.92	%
Ratio of Expenses After Expense Limitation		1.25	%(7)(8)​		1.12	%(8)(9)​		1.24	%(8)​		1.51	%(8)​		1.90	%(8)(10)​		1.90	%(8)(10)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			1.51	%(8)​		1.85	%(8)​		1.85	%(8)​
Ratio of Net Investment Income (Loss)		2.72	%(7)(8)​		1.62	%(8)(9)​		0.77	%(8)​		(0.11	)%(8)​		0.24	%(8)​		2.33	%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(11)​		0.00	%(11)​		0.01	%		0.00	%(11)​		0.00	%(11)​		0.00	%(11)​
Portfolio Turnover Rate		25	%(4)​		33	%		78	%		56	%		56	%		68	%

(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)  Not annualized.

(5)  Calculated using the NAV for US GAAP financial reporting purposes and as such differs from the total return presented in the Fund Report and Performance Summary.

(6)  Performance was positively impacted by approximately 0.15% for Class I shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class I shares would have been 7.58%.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.25	%		1.49	%

(10)  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.

(11)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Next Gen Emerging Markets Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	14.79		$	13.91		$	22.37		$	19.47		$	17.15		$	15.61
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(1)​		0.18			0.18			0.10			(0.08	)		0.01			0.42
Net Realized and Unrealized Gain (Loss)		0.38			0.84			(8.56	)		2.98			2.32			1.48
Total from Investment Operations		0.56			1.02			(8.46	)		2.90			2.33			1.90
Distributions from and/or in Excess of:
Net Investment Income		—			(0.14	)		—			—			(0.01	)		(0.36	)
Redemption Fees		—			0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​
Net Asset Value, End of Period	$	15.35		$	14.79		$	13.91		$	22.37		$	19.47		$	17.15
Total Return		4.78	%(3)(4)​		7.37	%(5)(6)​		(37.82	)%(3)​		14.89	%(3)​		13.57	%(3)​		12.13	%(3)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	3,734		$	4,282		$	5,719		$	9,154		$	8,436		$	12,044
Ratio of Expenses Before Expense Limitation		2.98	%(7)​		2.84	%		2.66	%		2.70	%		2.44	%		2.23	%
Ratio of Expenses After Expense Limitation		1.60	%(7)(8)​		1.47	%(8)(9)​		1.59	%(8)​		1.96	%(8)​		2.26	%(8)(10)​		2.25	%(8)(10)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			1.96	%(8)​		2.20	%(8)​		2.20	%(8)​
Ratio of Net Investment Income (Loss)		2.37	%(7)(8)​		1.27	%(8)(9)​		0.68	%(8)​		(0.38	)%(8)​		0.07	%(8)​		2.48	%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(11)​		0.00	%(11)​		0.01	%		0.00	%(11)​		0.00	%(11)​		0.00	%(11)​
Portfolio Turnover Rate		25	%(4)​		33	%		78	%		56	%		56	%		68	%

(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)  Not annualized.

(5)  Performance was positively impacted by approximately 0.14% for Class A shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class A shares would have been 7.23%.

(6)  Calculated using the NAV for US GAAP financial reporting purposes and as such differs from the total return presented in the Fund Report and Performance Summary. Does not reflect the deduction of sales charge.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.60	%		1.14	%

(10)  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.

(11)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Next Gen Emerging Markets Portfolio

	Class L
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	14.53		$	13.68		$	22.11		$	19.34		$	17.11		$	15.59
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(1)​		0.14			0.11			0.01			(0.19	)		(0.06	)		0.25
Net Realized and Unrealized Gain (Loss)		0.37			0.82			(8.44	)		2.96			2.30			1.56
Total from Investment Operations		0.51			0.93			(8.43	)		2.77			2.24			1.81
Distributions from and/or in Excess of:
Net Investment Income		—			(0.08	)		—			—			(0.01	)		(0.29	)
Redemption Fees		—			0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​
Net Asset Value, End of Period	$	15.04		$	14.53		$	13.68		$	22.11		$	19.34		$	17.11
Total Return		4.52	%(3)(4)​		6.81	%(5)(6)​		(38.13	)%(3)​		14.32	%(3)​		13.01	%(3)​		11.58	%(3)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	182		$	235		$	229		$	396		$	378		$	570
Ratio of Expenses Before Expense Limitation		4.57	%(7)​		4.38	%		4.02	%		3.67	%		3.44	%		2.90	%
Ratio of Expenses After Expense Limitation		2.10	%(7)(8)​		1.96	%(8)(9)​		2.09	%(8)​		2.46	%(8)​		2.76	%(8)(10)​		2.75	%(8)(10)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			2.46	%(8)​		2.70	%(8)​		2.70	%(8)​
Ratio of Net Investment Income (Loss)		1.87	%(7)(8)​		0.77	%(8)(9)​		0.06	%(8)​		(0.86	)%(8)​		(0.39	)%(8)​		1.47	%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(11)​		0.00	%(11)​		0.01	%		0.00	%(11)​		0.00	%(11)​		0.00	%(11)​
Portfolio Turnover Rate		25	%(4)​		33	%		78	%		56	%		56	%		68	%

(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)  Not annualized.

(5)  Calculated using the NAV for US GAAP financial reporting purposes and as such differs from the total return presented in the Fund Report and Performance Summary.

(6)  Performance was positively impacted by approximately 0.15% for Class L shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class L shares would have been 6.66%.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class L shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		2.10	%		0.63	%

(10)  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.

(11)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Next Gen Emerging Markets Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	14.20		$	13.36		$	21.65		$	18.99		$	16.85		$	15.38
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(1)​		0.12			0.07			(0.02	)		(0.24	)		(0.10	)		0.20
Net Realized and Unrealized Gain (Loss)		0.36			0.81			(8.27	)		2.90			2.25			1.56
Total from Investment Operations		0.48			0.88			(8.29	)		2.66			2.15			1.76
Distributions from and/or in Excess of:
Net Investment Income		—			(0.04	)		—			—			(0.01	)		(0.29	)
Redemption Fees		—			0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​		0.00	(2)​
Net Asset Value, End of Period	$	14.68		$	14.20		$	13.36		$	21.65		$	18.99		$	16.85
Total Return		4.41	%(3)(4)​		6.59	%(5)(6)​		(38.29	)%(3)​		14.01	%(3)​		12.74	%(3)​		11.34	%(3)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	365		$	419		$	485		$	897		$	843		$	877
Ratio of Expenses Before Expense Limitation		4.32	%(7)​		4.20	%		3.75	%		3.67	%		3.42	%		3.07	%
Ratio of Expenses After Expense Limitation		2.35	%(7)(8)​		2.21	%(8)(9)​		2.34	%(8)​		2.71	%(8)​		3.00	%(8)(10)​		2.99	%(8)(10)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			2.71	%(8)​		2.95	%(8)​		2.95	%(8)​
Ratio of Net Investment Income (Loss)		1.62	%(7)(8)​		0.52	%(8)(9)​		(0.14	)%(8)​		(1.13	)%(8)​		(0.66	)%(8)​		1.17	%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(11)​		0.00	%(11)​		0.01	%		0.00	%(11)​		0.00	%(11)​		0.00	%(11)​
Portfolio Turnover Rate		25	%(4)​		33	%		78	%		56	%		56	%		68	%

(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)  Not annualized.

(5)  Performance was positively impacted by approximately 0.15% for Class C shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class C shares would have been 6.44%.

(6)  Calculated using the NAV for US GAAP financial reporting purposes and as such differs from the total return presented in the Fund Report and Performance Summary. Does not reflect the deduction of sales charge.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		2.35	%		0.38	%

(10)  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.

(11)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Next Gen Emerging Markets Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	14.97		$	14.09		$	22.48		$	19.49		$	17.09		$	15.63
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(2)​		0.21			0.24			(0.13	)		(0.07	)		0.09			0.33
Net Realized and Unrealized Gain (Loss)		0.39			0.85			(8.26	)		3.06			2.32			1.64
Total from Investment Operations		0.60			1.09			(8.39	)		2.99			2.41			1.97
Distributions from and/or in Excess of:
Net Investment Income		—			(0.21	)		—			—			(0.01	)		(0.51	)
Redemption Fees		—			0.00	(3)​		0.00	(3)​		0.00	(3)​		0.00	(3)​		0.00	(3)​
Net Asset Value, End of Period	$	15.57		$	14.97		$	14.09		$	22.48		$	19.49		$	17.09
Total Return		4.99	%(4)(5)​		7.76	%(6)(7)​		(37.32	)%(4)​		15.34	%(4)​		14.02	%(4)​		12.60	%(4)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	40		$	40		$	40		$	40,244		$	318		$	1,580
Ratio of Expenses Before Expense Limitation		9.30	%(8)​		8.23	%		2.24	%		1.80	%		2.20	%		1.91	%
Ratio of Expenses After Expense Limitation		1.20	%(8)(9)​		1.08	%(9)(10)​		1.19	%(9)​		1.24	%(9)​		1.86	%(9)(11)​		1.85	%(9)(11)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			N/A			1.24	%(9)​		1.80	%(9)​		1.80	%(9)​
Ratio of Net Investment Income (Loss)		2.77	%(8)(9)​		1.67	%(9)(10)​		(0.65	)%(9)​		(0.29	)%(9)​		0.55	%(9)​		1.95	%(9)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(8)(12)​		0.00	%(12)​		0.01	%		0.00	%(12)​		0.00	%(12)​		0.00	%(12)​
Portfolio Turnover Rate		25	%(5)​		33	%		78	%		56	%		56	%		68	%

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(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)  Calculated using the NAV for US GAAP financial reporting purposes and as such differs from the total return presented in the Fund Report and Performance Summary.

(7)  Performance was positively impacted by approximately 0.15% for Class R6 shares due to the reimbursement of transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class R6 shares would have been 7.61%.

(8)  Annualized.

(9)  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."

(10)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.20	%		1.55	%

(11)  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.

(12)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying financial statements relates to the Next Gen Emerging Markets Portfolio. The Fund seeks long-term capital appreciation.

The Fund has issued five classes of shares — Class I, Class A, Class L, Class C and Class R6. Class C shares will automatically convert to Class A shares eight years after the end of the calendar month in which the shares were purchased. 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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong

14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (5) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2024:

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
Automobile Components	$	—	$	278	$	—	$	278
Banks		—		6,492		—		6,492
Beverages		—		421		—		421
Broadline Retail		1,068		—		—		1,068
Building Products		—		427		—		427
Consumer Finance		120		1,311		—		1,431
Consumer Staples Distribution & Retail		—		324		—		324
Entertainment		—		996		—		996
Food Products		—		2,241		—		2,241
Health Care Providers & Services		—		954		—		954
Hotels, Restaurants & Leisure		586		215		—		801
Information Technology Services		844		3,043		—		3,887
Metals & Mining		—		728		—		728
Oil, Gas & Consumable Fuels		—		913		—		913
Pharmaceuticals		—		656		—		656
Real Estate Management & Development		—		446		—		446
Software		—		727		—		727
Specialty Retail		—		1,416		—		1,416

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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)
Textiles, Apparel & Luxury Goods	$	—	$	1,014	$	—	$	1,014
Wireless Telecommunication Services		—		1,093		—		1,093
Total Common Stocks		2,618		23,695		—		26,313
Short-Term Investment
Investment Company		552		—		—		552
Total Assets	$	3,170	$	23,695	$	—	$	26,865

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 U.S. 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 L shares, Class C shares and Class R6 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

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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 indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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. 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) net of applicable withholding taxes. 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, co-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 1.20% 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 1.25% for Class I shares, 1.60% for Class A shares, 2.10% for Class L shares, 2.35% for Class C shares and 1.20% for Class R6 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, 2024, approximately $182,000 of advisory fees were waived and approximately $28,000 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 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

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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 distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to approximately $1,000.

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $7,493,000 and $14,091,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Government Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by less than $500 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	320	$	8,111	$	7,879	$	17

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	552

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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.

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:		2022 Distributions Paid From:
Ordinary Income (000)		Ordinary Income (000)
$	414	$	—

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, 2023.

At December 31, 2023, 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)
$	91	$	—

At December 31, 2023, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $113,063,000 and $5,155,000, 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 $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 47.9%.

K. Market Risk: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme

19

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

20

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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 its peer group average, the actual management fee was lower than its peer group average and the total expense ratio was higher than but close to 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 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.

June 30, 2024 (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.

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

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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MFMPX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

Passport Overseas
Equity Portfolio

Semi-Annual Financial Statements and Additional Information

June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Portfolio of Investments	2
Statement of Assets and Liabilities	5
Statement of Operations	7
Statements of Changes in Net Assets	8
Financial Highlights	10
Notes to Financial Statements	16
Investment Advisory Agreement Approval	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) 869-6397. 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.

June 30, 2024 (unaudited)

Portfolio of Investments

Passport Overseas Equity Portfolio

	Shares		Value (000)
Common Stocks (97.0%)
Argentina (4.9%)
Despegar.com Corp. (a)		597,753	$	7,908
Canada (4.5%)
Agnico Eagle Mines Ltd.		18,826		1,231
Canadian National Railway Co.		26,429		3,122
First Quantum Minerals Ltd.		75,435		991
Teck Resources Ltd., Class B		22,537		1,080
Tourmaline Oil Corp.		17,229		781
				7,205
China (5.0%)
Alibaba Group Holding Ltd. ADR		77,631		5,589
Tencent Holdings Ltd. (b)		49,800		2,363
				7,952
Denmark (2.5%)
Novo Nordisk AS, Class B		28,479		4,075
France (9.9%)
Air Liquide SA		8,531		1,472
Airbus SE		23,428		3,215
Capgemini SE		7,866		1,563
Hermes International		336		776
L'Oreal SA		2,965		1,305
LVMH Moet Hennessy Louis Vuitton SE		1,873		1,438
Pernod Ricard SA		9,190		1,254
Sanofi SA		19,701		1,900
TotalEnergies SE		24,267		1,625
Verallia SA		35,612		1,296
				15,844
Germany (6.2%)
Linde PLC		11,005		4,824
Rheinmetall AG		5,153		2,626
Siemens AG (Registered)		12,911		2,403
				9,853
India (5.8%)
Apollo Hospitals Enterprise Ltd.		18,435		1,365
HDFC Bank Ltd. ADR		52,453		3,374
ICICI Bank Ltd.		100,578		1,448
Reliance Industries Ltd.		41,078		1,540
State Bank of India		145,889		1,482
				9,209
Ireland (2.6%)
AIB Group PLC		374,756		1,979
Ryanair Holdings PLC ADR		18,488		2,153
				4,132
Israel (1.1%)
CyberArk Software Ltd. (a)		6,700		1,832
Japan (8.4%)
FANUC Corp.		21,750		597
Hoya Corp.		5,900		690
Keyence Corp.		7,300		3,195
Nikon Corp.		183,800		1,865

	Shares		Value (000)
SMC Corp.		1,805	$	860
Sony Group Corp.		29,293		2,497
Sony Group Corp. ADR		17,742		1,507
Tokyo Electron Ltd.		10,100		2,211
				13,422
Korea, Republic of (7.0%)
Hanwha Aerospace Co. Ltd.		10,945		1,974
Samsung Electronics Co. Ltd.		113,200		6,662
SK Hynix, Inc.		14,704		2,496
				11,132
Netherlands (4.3%)
ASML Holding NV		3,316		3,379
Universal Music Group NV		69,479		2,067
Wolters Kluwer NV		8,554		1,413
				6,859
Norway (1.1%)
Var Energi ASA		501,004		1,775
Singapore (3.4%)
Sea Ltd. ADR (a)		75,225		5,373
South Africa (3.4%)
Anglo American Platinum Ltd. (c)		40,646		1,338
Impala Platinum Holdings Ltd.		160,203		796
Northam Platinum Holdings Ltd.		128,516		899
Sibanye Stillwater Ltd.		183,225		198
Sibanye Stillwater Ltd. ADR (c)		179,556		781
Thungela Resources Ltd. (c)		244,892		1,468
				5,480
Switzerland (0.7%)
Nestle SA (Registered)		10,898		1,112
Taiwan (5.3%)
Taiwan Semiconductor Manufacturing Co. Ltd.		201,000		5,955
Taiwan Semiconductor Manufacturing Co. Ltd. ADR		14,167		2,463
				8,418
United Kingdom (17.6%)
Anglo American PLC		71,035		2,245
AstraZeneca PLC		32,727		5,093
BAE Systems PLC		95,170		1,585
Diageo PLC		62,003		1,946
Experian PLC		57,812		2,686
Glencore PLC		1,041,383		5,926
Shell PLC		59,345		2,129
Unilever PLC		32,525		1,784
Unilever PLC ADR		28,801		1,584
Unilever PLC CVA		56,188		3,084
				28,062
United States (3.3%)
MercadoLibre, Inc. (a)		1,578		2,593
Vertex Pharmaceuticals, Inc. (a)		5,893		2,762
				5,355
Total Common Stocks (Cost $108,746)				154,998

The accompanying notes are an integral part of the financial statements.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Portfolio of Investments (cont'd)

Passport Overseas Equity Portfolio

	Shares		Value (000)
Preferred Stock (0.8%)
United States (0.8%)
Neurogenesis, Inc., Series A (a)(d)(e) (acquisition cost — $1,250; acquired 12/16/21)		32,692	$	1,250
Short-Term Investments (1.7%)
Investment Company (1.7%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G) (Cost $2,689)		2,689,152		2,689
Securities held as Collateral on Loaned Securities (0.0%)‡
Investment Company (0.0%)‡
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G) (Cost $89)		89,171		89
	Face Amount (000)
Repurchase Agreements (0.0%)‡
Merrill Lynch & Co., Inc., (5.32%, dated 6/28/24, due 7/1/24; proceeds $17; fully collateralized by a U.S. Government obligation; 0.63% due 11/30/27; valued at $17)	$	17		17
Merrill Lynch & Co., Inc., (5.25%, dated 6/28/24, due 7/1/24; proceeds $8; fully collateralized by a U.S. Government obligation; 0.63% due 11/30/27; valued at $8)		8		8
				25
Total Securities held as Collateral on Loaned Securities (Cost $114)				114
Total Short-Term Investments (Cost $2,803)				2,803
Total Investments (99.5%) (Cost $112,799) including $237 of Securities Loaned (f)(g)(h)				159,051
Other Assets in Excess of Liabilities (0.5%)				766
Net Assets (100.0%)			$	159,817

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.

‡  Amount is less than 0.05%.

(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, 2024.

(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 (excluding 144A holdings) at June 30, 2024 amounts to approximately $1,250,000 and represents 0.8% of net assets.

(e)  At June 30, 2024, the Fund held a fair valued security valued at approximately $1,250,000, representing 0.8% of net assets. This security has been fair valued using significant unobservable inputs as determined in good faith under procedures established by and under the general supervision of the Company's (as defined herein) Directors.

(f)  The approximate fair value and percentage of net assets, $109,874,000 and 68.8%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Financial Statements.

(g)  Securities are available for collateral in connection with open futures contracts.

(h)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $55,073,000 and the aggregate gross unrealized depreciation is approximately $8,897,000, resulting in net unrealized appreciation of approximately $46,176,000.

ADR  American Depositary Receipt.

CVA  Certificaten Van Aandelen.

Futures Contracts:

The Fund had the following futures contracts open at June 30, 2024:

	Number of Contracts		Expiration Date	Notional Amount (000)		Value (000)		Unrealized Depreciation (000)
Long:
Hang Seng Index (Hong Kong)		21	Jul-24	HKD	1	$	2,371	$	(50	)
Stoxx Europe Small 200 Index (Germany)		302	Sep-24	EUR	15		5,422		(26	)
								$	(76	)

EUR  — Euro

HKD  — Hong Kong Dollar

The accompanying notes are an integral part of the financial statements.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Portfolio of Investments (cont'd)

Passport Overseas Equity Portfolio

Portfolio Composition*

Classification	Percentage of Total Investments
Other**		45.8	%
Semiconductors & Semiconductor Equipment		10.4
Metals & Mining		9.7
Pharmaceuticals		7.0
Aerospace & Defense		5.9
Oil, Gas & Consumable Fuels		5.9
Banks		5.2
Broadline Retail		5.1
Hotels, Restaurants & Leisure		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, 2024.

**  Industries and/or investment types representing less than 5% of total investments.

***  Does not include open futures contracts with a value of approximately $7,793,000 and unrealized depreciation of approximately $76,000.

The accompanying notes are an integral part of the financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Passport Overseas Equity Portfolio

Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value(1)​ (Cost $110,021)	$	156,273
Investment in Security of Affiliated Issuer, at Value (Cost $2,778)		2,778
Total Investments in Securities, at Value (Cost $112,799)		159,051
Cash		18
Receivable for Variation Margin on Futures Contracts		953
Tax Reclaim Receivable		292
Dividends Receivable		208
Receivable for Fund Shares Sold		118
Receivable from Affiliate		12
Receivable from Securities Lending Income		1
Other Assets		97
Total Assets		160,750
Liabilities:
Deferred Capital Gain Country Tax		383
Payable for Advisory Fees		198
Collateral on Securities Loaned, at Value		114
Payable for Fund Shares Redeemed		88
Payable for Professional Fees		35
Payable for Sub Transfer Agency Fees — Class I		24
Payable for Sub Transfer Agency Fees — Class A		8
Payable for Sub Transfer Agency Fees — Class L		1
Payable for Sub Transfer Agency Fees — Class C		—	@
Payable to Bank		21
Payable for Shareholder Services Fees — Class A		11
Payable for Distribution and Shareholder Services Fees — Class L		3
Payable for Distribution and Shareholder Services Fees — Class C		—	@
Payable for Custodian Fees		12
Payable for Administration Fees		11
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		1
Payable for Transfer Agency Fees — Class R6		—	@
Payable for Transfer Agency Fees — Class IR		—	@
Other Liabilities		21
Total Liabilities		933
Net Assets	$	159,817
Net Assets Consist of:
Paid-in-Capital	$	113,585
Total Distributable Earnings		46,232
Net Assets	$	159,817

The accompanying notes are an integral part of the financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Passport Overseas Equity Portfolio

Statement of Assets and Liabilities (cont'd)	June 30, 2024 (000)
CLASS I:
Net Assets	$	103,225
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		6,325,982
Net Asset Value, Offering and Redemption Price Per Share	$	16.32
CLASS A:
Net Assets	$	51,833
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		3,104,747
Net Asset Value, Redemption Price Per Share	$	16.69
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	0.92
Maximum Offering Price Per Share	$	17.61
CLASS L:
Net Assets	$	4,428
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		268,698
Net Asset Value, Offering and Redemption Price Per Share	$	16.48
CLASS C:
Net Assets	$	286
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		17,483
Net Asset Value, Offering and Redemption Price Per Share	$	16.36
CLASS R6:
Net Assets	$	31
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		1,887
Net Asset Value, Offering and Redemption Price Per Share	$	16.34
CLASS IR:
Net Assets	$	14
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		843
Net Asset Value, Offering and Redemption Price Per Share	$	16.33
(1​)​ Including: Securities on Loan, at Value:	$	237

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Passport Overseas Equity Portfolio

Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $193 of Foreign Taxes Withheld)	$	1,836
Dividends from Securities of Affiliated Issuers (Note G)		26
Income from Securities Loaned — Net		9
Total Investment Income		1,871
Expenses:
Advisory Fees (Note B)		515
Professional Fees		85
Shareholder Services Fees — Class A (Note D)		63
Distribution and Shareholder Services Fees — Class L (Note D)		16
Distribution and Shareholder Services Fees — Class C (Note D)		2
Sub Transfer Agency Fees — Class I		48
Sub Transfer Agency Fees — Class A		19
Sub Transfer Agency Fees — Class L		1
Sub Transfer Agency Fees — Class C		—	@
Administration Fees (Note C)		63
Registration Fees		37
Custodian Fees (Note F)		19
Shareholder Reporting Fees		18
Transfer Agency Fees — Class I (Note E)		3
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 R6 (Note E)		1
Transfer Agency Fees — Class IR (Note E)		1
Pricing Fees		3
Directors' Fees and Expenses		1
Other Expenses		13
Total Expenses		915
Waiver of Advisory Fees (Note B)		(82	)
Reimbursement of Class Specific Expenses — Class I (Note B)		(25	)
Reimbursement of Class Specific Expenses — Class C (Note B)		(1	)
Reimbursement of Class Specific Expenses — Class R6 (Note B)		(1	)
Reimbursement of Class Specific Expenses — Class IR (Note B)		(1	)
Rebate from Morgan Stanley Affiliate (Note G)		(1	)
Net Expenses		804
Net Investment Income		1,067
Realized Gain (Loss):
Investments Sold (Net of $29 of Capital Gain Country Tax)		3,895
Foreign Currency Translation		(21	)
Futures Contracts		358
Net Realized Gain		4,232
Change in Unrealized Appreciation (Depreciation):
Investments (Net of Increase in Deferred Capital Gain Country Tax of $72)		7,464
Foreign Currency Translation		(68	)
Futures Contracts		(76	)
Net Change in Unrealized Appreciation (Depreciation)		7,320
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		11,552
Net Increase in Net Assets Resulting from Operations	$	12,619

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Passport Overseas Equity Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	1,067		$	2,374
Net Realized Gain (Loss)		4,232			(2,448	)
Net Change in Unrealized Appreciation (Depreciation)		7,320			19,557
Net Increase in Net Assets Resulting from Operations		12,619			19,483
Dividends and Distributions to Shareholders:
Class I		—			(4,000	)
Class A		—			(1,493	)
Class L		—			(103	)
Class C		—			(9	)
Class R6		—			(1	)
Class IR		—			(—	@)
Total Dividends and Distributions to Shareholders		—			(5,606	)
Capital Share Transactions, including direct exchanges pursuant to share class conversions for all periods presented, were as follows:(1)​
Class I:
Subscribed		4,666			27,518
Distributions Reinvested		—			3,977
Redeemed		(29,296	)		(24,654	)
Class A:
Subscribed		1,347			2,231
Distributions Reinvested		—			1,477
Redeemed		(4,275	)		(9,429	)
Class L:
Distributions Reinvested		—			101
Redeemed		(123	)		(382	)
Class C:
Subscribed		—			56
Distributions Reinvested		—			9
Redeemed		(168	)		(131	)
Class R6:
Subscribed		12			3
Distributions Reinvested		—			1
Redeemed		—			(12	)
Class IR:
Distributions Reinvested		—			—	@
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		(27,837	)		765
Total Increase (Decrease) in Net Assets		(15,218	)		14,642
Net Assets:
Beginning of Period		175,035			160,393
End of Period	$	159,817		$	175,035

The accompanying notes are an integral part of the financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Passport Overseas Equity Portfolio

Statements of Changes in Net Assets (cont'd)	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
(1)   Capital Share Transactions:
Class I:
Shares Subscribed		300			1,840
Shares Issued on Distributions Reinvested		—			273
Shares Redeemed		(1,963	)		(1,659	)
Net Increase (Decrease) in Class I Shares Outstanding		(1,663	)		454
Class A:
Shares Subscribed		85			147
Shares Issued on Distributions Reinvested		—			99
Shares Redeemed		(270	)		(620	)
Net Decrease in Class A Shares Outstanding		(185	)		(374	)
Class L:
Shares Issued on Distributions Reinvested		—			7
Shares Redeemed		(8	)		(26	)
Net Decrease in Class L Shares Outstanding		(8	)		(19	)
Class C:
Shares Subscribed		—			4
Shares Issued on Distributions Reinvested		—			1
Shares Redeemed		(11	)		(9	)
Net Decrease in Class C Shares Outstanding		(11	)		(4	)
Class R6:
Shares Subscribed		1			—	@@
Shares Issued on Distributions Reinvested		—			—	@@
Shares Redeemed		—			(1	)
Net Increase (Decrease) in Class R6 Shares Outstanding		1			(1	)
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.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Passport Overseas Equity Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	15.00		$	13.80		$	17.91		$	19.03		$	14.59		$	12.07
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.11			0.22			0.18			0.17			0.04			0.16
Net Realized and Unrealized Gain (Loss)		1.21			1.50			(4.06	)		0.24			4.41			2.54
Total from Investment Operations		1.32			1.72			(3.88	)		0.41			4.45			2.70
Distributions from and/or in Excess of:
Net Investment Income		—			(0.26	)		(0.10	)		(0.23	)		(0.01	)		(0.18	)
Net Realized Gain		—			(0.26	)		(0.13	)		(1.30	)		—			—
Total Distributions		—			(0.52	)		(0.23	)		(1.53	)		(0.01	)		(0.18	)
Redemption Fees		—			—			—			—			—			0.00	(2)​
Net Asset Value, End of Period	$	16.32		$	15.00		$	13.80		$	17.91		$	19.03		$	14.59
Total Return(3)​		8.80	%(4)​		12.52	%(5)​		(21.57	)%		2.33	%		30.48	%		22.41	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	103,225		$	119,815		$	104,002		$	153,810		$	146,087		$	126,860
Ratio of Expenses Before Expense Limitation		1.05	%(6)​		1.02	%		1.08	%		0.95	%		1.02	%		0.97	%
Ratio of Expenses After Expense Limitation		0.90	%(6)(7)​		0.86	%(7)(8)​		0.89	%(7)​		0.89	%(7)​		0.89	%(7)​		0.89	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			0.89	%(7)​		0.89	%(7)​		0.89	%(7)​		N/A
Ratio of Net Investment Income		1.46	%(6)(7)​		1.48	%(7)(8)​		1.18	%(7)​		0.87	%(7)​		0.24	%(7)​		1.22	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%
Portfolio Turnover Rate		8	%(4)​		14	%		25	%		39	%		37	%		34	%

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class I shares.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.89	%		1.45	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Passport Overseas Equity Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	15.37		$	14.13		$	18.32		$	19.43		$	14.94		$	12.36
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(1)​		0.09			0.18			0.13			0.11			(0.01	)		0.11
Net Realized and Unrealized Gain (Loss)		1.23			1.53			(4.13	)		0.25			4.51			2.61
Total from Investment Operations		1.32			1.71			(4.00	)		0.36			4.50			2.72
Distributions from and/or in Excess of:
Net Investment Income		—			(0.21	)		(0.06	)		(0.17	)		(0.01	)		(0.14	)
Net Realized Gain		—			(0.26	)		(0.13	)		(1.30	)		—			—
Total Distributions		—			(0.47	)		(0.19	)		(1.47	)		(0.01	)		(0.14	)
Redemption Fees		—			—			—			—			—			0.00	(2)​
Net Asset Value, End of Period	$	16.69		$	15.37		$	14.13		$	18.32		$	19.43		$	14.94
Total Return(3)​		8.59	%(4)​		12.15	%(5)​		(21.77	)%		2.03	%		30.10	%		22.00	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	51,833		$	50,552		$	51,769		$	71,668		$	69,135		$	58,339
Ratio of Expenses Before Expense Limitation		1.29	%(6)​		1.28	%		1.34	%		1.22	%		1.31	%		1.25	%
Ratio of Expenses After Expense Limitation		1.19	%(6)(7)​		1.16	%(7)(8)​		1.18	%(7)​		1.18	%(7)​		1.19	%(7)​		1.22	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.18	%(7)​		1.18	%(7)​		1.19	%(7)​		N/A
Ratio of Net Investment Income (Loss)		1.17	%(6)(7)​		1.18	%(7)(8)​		0.88	%(7)​		0.55	%(7)​		(0.06	)%(7)​		0.82	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%
Portfolio Turnover Rate		8	%(4)​		14	%		25	%		39	%		37	%		34	%

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class A shares.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.19	%		1.15	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Passport Overseas Equity Portfolio

	Class L
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	15.21		$	13.99		$	18.16		$	19.27		$	14.90		$	12.32
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(1)​		0.05			0.09			0.05			0.00	(2)​		(0.09	)		0.05
Net Realized and Unrealized Gain (Loss)		1.22			1.51			(4.09	)		0.24			4.47			2.59
Total from Investment Operations		1.27			1.60			(4.04	)		0.24			4.38			2.64
Distributions from and/or in Excess of:
Net Investment Income		—			(0.12	)		—			(0.05	)		(0.01	)		(0.06	)
Net Realized Gain		—			(0.26	)		(0.13	)		(1.30	)		—			—
Total Distributions		—			(0.38	)		(0.13	)		(1.35	)		(0.01	)		(0.06	)
Redemption Fees		—			—			—			—			—			0.00	(2)​
Net Asset Value, End of Period	$	16.48		$	15.21		$	13.99		$	18.16		$	19.27		$	14.90
Total Return(3)​		8.35	%(4)​		11.51	%(5)​		(22.22	)%		1.48	%		29.38	%		21.43	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	4,428		$	4,206		$	4,129		$	5,475		$	5,718		$	4,644
Ratio of Expenses Before Expense Limitation		1.84	%(6)​		1.84	%		1.90	%		1.76	%		1.86	%		1.81	%
Ratio of Expenses After Expense Limitation		1.74	%(6)(7)​		1.71	%(7)(8)​		1.74	%(7)​		1.74	%(7)​		1.74	%(7)​		1.74	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.74	%(7)​		1.74	%(7)​		1.74	%(7)​		N/A
Ratio of Net Investment Income (Loss)		0.62	%(6)(7)​		0.63	%(7)(8)​		0.32	%(7)​		0.02	%(7)​		(0.61	)%(7)​		0.35	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%
Portfolio Turnover Rate		8	%(4)​		14	%		25	%		39	%		37	%		34	%

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class L shares.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class L shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.74	%		0.60	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Passport Overseas Equity Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	15.12		$	13.89		$	18.08		$	19.22		$	14.89		$	12.34
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(1)​		0.03			0.06			0.01			(0.02	)		(0.12	)		0.00	(2)​
Net Realized and Unrealized Gain (Loss)		1.21			1.50			(4.07	)		0.21			4.46			2.59
Total from Investment Operations		1.24			1.56			(4.06	)		0.19			4.34			2.59
Distributions from and/or in Excess of:
Net Investment Income		—			(0.07	)		—			(0.03	)		(0.01	)		(0.04	)
Net Realized Gain		—			(0.26	)		(0.13	)		(1.30	)		—			—
Total Distributions		—			(0.33	)		(0.13	)		(1.33	)		(0.01	)		(0.04	)
Redemption Fees		—			—			—			—			—			0.00	(2)​
Net Asset Value, End of Period	$	16.36		$	15.12		$	13.89		$	18.08		$	19.22		$	14.89
Total Return(3)​		8.20	%(4)​		11.27	%(5)​		(22.43	)%		1.23	%		29.13	%		21.03	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	286		$	433		$	459		$	821		$	144		$	45
Ratio of Expenses Before Expense Limitation		2.91	%(6)​		2.74	%		2.54	%		2.36	%		5.66	%		7.49	%
Ratio of Expenses After Expense Limitation		2.00	%(6)(7)​		1.96	%(7)(8)​		1.99	%(7)​		1.99	%(7)​		1.99	%(7)​		1.99	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.99	%(7)​		1.99	%(7)​		1.99	%(7)​		N/A
Ratio of Net Investment Income (Loss)		0.37	%(6)(7)​		0.37	%(7)(8)​		0.05	%(7)​		(0.09	)%(7)​		(0.81	)%(7)​		0.03	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%
Portfolio Turnover Rate		8	%(4)​		14	%		25	%		39	%		37	%		34	%

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class C shares.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.99	%		0.34	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Passport Overseas Equity Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,												Period from October 31, 2019(2)​ to
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			December 31, 2019
Net Asset Value, Beginning of Period	$	15.02		$	13.82		$	17.91		$	19.04		$	14.59		$	13.79
Income (Loss) from Investment Operations:
Net Investment Income(3)​		0.12			0.23			0.21			0.18			0.04			0.00	(4)​
Net Realized and Unrealized Gain (Loss)		1.20			1.49			(4.06	)		0.23			4.42			0.98
Total from Investment Operations		1.32			1.72			(3.85	)		0.41			4.46			0.98
Distributions from and/or in Excess of:
Net Investment Income		—			(0.26	)		(0.11	)		(0.24	)		(0.01	)		(0.18	)
Net Realized Gain		—			(0.26	)		(0.13	)		(1.30	)		—			—
Total Distributions		—			(0.52	)		(0.24	)		(1.54	)		(0.01	)		(0.18	)
Net Asset Value, End of Period	$	16.34		$	15.02		$	13.82		$	17.91		$	19.04		$	14.59
Total Return(5)​		8.79	%(6)​		12.56	%(7)​		(21.45	)%		2.39	%		30.55	%		7.15	%(6)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	31		$	16		$	23		$	32		$	14		$	11
Ratio of Expenses Before Expense Limitation		9.64	%(8)​		12.52	%		5.55	%		10.73	%		21.16	%		14.33	%(8)​
Ratio of Expenses After Expense Limitation		0.85	%(8)(9)​		0.81	%(9)(10)​		0.84	%(9)​		0.84	%(9)​		0.84	%(9)​		0.84	%(8)(9)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			0.84	%(9)​		0.84	%(9)​		0.84	%(9)​		N/A
Ratio of Net Investment Income		1.49	%(8)(9)​		1.52	%(9)(10)​		1.41	%(9)​		0.89	%(9)​		0.28	%(9)​		0.18	%(8)(9)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(8)(11)​		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%(8)​
Portfolio Turnover Rate		8	%(6)​		14	%		25	%		39	%		37	%		34	%

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(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)  Not annualized.

(7)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class R6 shares.

(8)  Annualized.

(9)  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."

(10)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.84	%		1.49	%

(11)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Passport Overseas Equity Portfolio

	Class IR
	Six Months Ended June 30, 2024			Year Ended December 31,												Period from October 31, 2019(1)​ to
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			December 31, 2019
Net Asset Value, Beginning of Period	$	15.00		$	13.81		$	17.91		$	19.04		$	14.59		$	13.79
Income (Loss) from Investment Operations:
Net Investment Income(2)​		0.12			0.23			0.18			0.18			0.04			0.00	(3)​
Net Realized and Unrealized Gain (Loss)		1.21			1.48			(4.04	)		0.23			4.42			0.98
Total from Investment Operations		1.33			1.71			(3.86	)		0.41			4.46			0.98
Distributions from and/or in Excess of:
Net Investment Income		—			(0.26	)		(0.11	)		(0.24	)		(0.01	)		(0.18	)
Net Realized Gain		—			(0.26	)		(0.13	)		(1.30	)		—			—
Total Distributions		—			(0.52	)		(0.24	)		(1.54	)		(0.01	)		(0.18	)
Net Asset Value, End of Period	$	16.33		$	15.00		$	13.81		$	17.91		$	19.04		$	14.59
Total Return(4)​		8.87	%(5)​		12.49	%(6)​		(21.51	)%		2.39	%		30.55	%		7.15	%(5)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	14		$	13		$	11		$	14		$	14		$	11
Ratio of Expenses Before Expense Limitation		15.05	%(7)​		19.62	%		18.22	%		14.38	%		20.70	%		14.33	%(7)​
Ratio of Expenses After Expense Limitation		0.85	%(7)(8)​		0.81	%(8)(9)​		0.84	%(8)​		0.84	%(8)​		0.84	%(8)​		0.84	%(7)(8)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			0.84	%(8)​		0.84	%(8)​		0.84	%(8)​		N/A
Ratio of Net Investment Income		1.56	%(7)(8)​		1.52	%(8)(9)​		1.21	%(8)​		0.92	%(8)​		0.29	%(8)​		0.18	%(7)(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.00	%(10)​		0.01	%		0.01	%		0.01	%		0.01	%(7)​
Portfolio Turnover Rate		8	%(5)​		14	%		25	%		39	%		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)  Not annualized.

(6)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class IR shares.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class IR shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.85	%		1.48	%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying financial statements relates to the Passport Overseas Equity Portfolio. The Fund seeks long-term capital appreciation.

The Fund has issued six classes of shares — Class I, Class A, Class L, Class C, Class R6 and Class IR. Class C shares will automatically convert to Class A shares eight years after the end of the calendar month in which the shares were purchased. 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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (4) 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; (5) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (6) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of the close of the NYSE; and (7) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Fund, are valued at the net asset value ("NAV") as of the close of each business day.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2024:

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	$	—	$	9,400	$	—	$	9,400
Banks		3,374		4,909		—		8,283
Beverages		—		3,200		—		3,200
Biotechnology		2,762		—		—		2,762
Broadline Retail		8,182		—		—		8,182
Chemicals		—		6,296		—		6,296
Containers & Packaging		—		1,296		—		1,296
Electronic Equipment, Instruments & Components		—		3,195		—		3,195
Entertainment		5,373		2,067		—		7,440
Food Products		—		1,112		—		1,112
Ground Transportation		3,122		—		—		3,122
Health Care Equipment & Supplies		—		690		—		690
Health Care Providers & Services		—		1,365		—		1,365

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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)
Hotels, Restaurants & Leisure	$	7,908		$	—	$	—	$	7,908
Household Durables		1,507			4,362		—		5,869
Industrial Conglomerates		—			2,403		—		2,403
Information Technology Services		—			1,563		—		1,563
Interactive Media & Services		—			2,363		—		2,363
Machinery		—			1,457		—		1,457
Metals & Mining		4,083			11,402		—		15,485
Oil, Gas & Consumable Fuels		781			8,537		—		9,318
Passenger Airlines		2,153			—		—		2,153
Personal Care Products		1,584			6,173		—		7,757
Pharmaceuticals		—			11,068		—		11,068
Professional Services		—			4,099		—		4,099
Semiconductors & Semiconductor Equipment		2,463			14,041		—		16,504
Software		1,832			—		—		1,832
Tech Hardware, Storage & Peripherals		—			6,662		—		6,662
Textiles, Apparel & Luxury Goods		—			2,214		—		2,214
Total Common Stocks		45,124			109,874		—		154,998
Preferred Stock
Biotechnology		—			—		1,250		1,250
Short-Term Investments
Investment Company		2,778			—		—		2,778
Repurchase Agreements		—			25		—		25
Total Short-Term Investments		2,778			25		—		2,803
Total Assets	$	47,902		$	109,899	$	1,250	$	159,051
Liabilities:
Futures Contracts		(76	)		—		—		(76	)
Total	$	47,826		$	109,899	$	1,250	$	158,975

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)
Beginning Balance	$	1,250
Purchases		—
Sales		—
Transfers in		—
Transfers out		—
Corporate actions		—
Change in unrealized appreciation (depreciation)		—
Realized gains (losses)		—
Ending Balance	$	1,250
Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2024	$	—

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, 2024:

	Fair Value at June 30, 2024 (000)		Valuation Technique	Unobservable Input	Amount		Impact to Valuation from an Increase in Input*
Preferred Stock	$	1,250	Market Transaction Method	Precedent Transaction	$	38.24	Increase

*  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.

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to 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 unreal-

ized 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 U.S. 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.

19

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to 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, risks arising from margin and payment requirements, risks arising from mispricing or valuation complexity and operational and legal risks. 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 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:

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.

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, 2024:

	Liability Derivatives Statement of Assets and Liabilities Location	Primary Risk Exposure	Value (000)
Futures Contracts	Variation Margin on Futures Contracts	Equity Risk	$	(76	)(a)

(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.

20

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2024 in accordance with ASC 815:

Realized Gain (Loss)
Primary Risk Exposure	Derivative Type	Value (000)
Equity Risk	Futures Contracts	$	358
Change in Unrealized Appreciation (Depreciation)
Primary Risk Exposure	Derivative Type	Value (000)
Equity Risk	Futures Contracts	$	(76	)

For the six months ended June 30, 2024, the approximate average monthly amount outstanding for each derivative type is as follows:

Futures Contracts:
Average monthly notional value	$	6,483,000

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, 2024:

Gross Amount Not Offset in theStatement of Assets and Liabilities
Gross Asset Amount Presented in the Statement of Assets and Liabilities (000)			Financial Instrument (000)		Collateral Received (000)			Net Amount (not less than $0) (000)
$	237	(a)	$	—	$	(237	)(b)(c)	$	0

(a) Represents market value of loaned securities at period end.

(b) The Fund received cash collateral of approximately $114,000, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Fund as reported in the Portfolio of Investments. In addition, the Fund received non-cash collateral of approximately $134,000 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 borrowings.

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, 2024:

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	$	114	$	—	$	—	$	—	$	114
Total Borrowings	$	114	$	—	$	—	$	—	$	114
Gross amount of recognized liabilities for securities lending transactions									$	114

21

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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 indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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) net of applicable withholding taxes. 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, co-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, 2024, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.55% 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 R6 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, 2024, approximately $82,000 of advisory fees were waived and approximately $28,000 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

22

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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 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 distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to approximately $1,000.

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $12,195,000 and $41,682,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by approximately $1,000 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	857	$	9,691	$	7,770	$	26

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	2,778

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, 2024, the Fund did not engage in any cross-trade transactions.

23

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:				2022 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	2,695	$	2,911	$	1,000	$	1,541

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, 2023.

At December 31, 2023, 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)
$	32	$	2

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, 2023, the Fund intends to defer to January 1, 2024 for U.S. federal income tax purposes the following losses:

Qualified Late Year Ordinary Losses (000)		Post- October Capital Losses (000)
$	—	$	3,382

24

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

I. Credit Facility: The Company and other Morgan Stanley funds participated in a $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 70.5%.

K. Market Risk: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or

negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

25

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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 (i) the Fund's performance was acceptable; and (ii) the 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.

June 30, 2024 (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.

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

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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MSIBX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

Permanence Portfolio

Semi-Annual Financial Statements and Additional Information

June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Consolidated Portfolio of Investments	2
Consolidated Statement of Assets and Liabilities	5
Consolidated Statement of Operations	6
Consolidated Statements of Changes in Net Assets	7
Consolidated Financial Highlights	8
Notes to Consolidated Financial Statements	12
Investment Advisory Agreement Approval	21

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) 869-6397. 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.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments

Permanence Portfolio

	Shares		Value (000)
Common Stocks (93.6%)
Aerospace & Defense (6.0%)
Airbus SE (France)		674	$	93
Axon Enterprise, Inc. (a)		21		6
Babcock International Group PLC (United Kingdom)		19,129		126
General Electric Co.		153		24
HEICO Corp., Class A		33		6
TransDigm Group, Inc.		5		7
				262
Beverages (0.1%)
Celsius Holdings, Inc. (a)		53		3
Biotechnology (0.0%)‡
GRAIL, Inc. (a)		31		—	@
Broadline Retail (4.1%)
Amazon.com, Inc. (a)		930		180
Capital Markets (8.5%)
Intercontinental Exchange, Inc.		1,857		254
MSCI, Inc.		137		66
S&P Global, Inc.		109		49
				369
Chemicals (0.2%)
Ecolab, Inc.		24		5
Sherwin-Williams Co.		16		5
				10
Commercial Services & Supplies (4.6%)
Cintas Corp.		9		6
Copart, Inc. (a)		99		6
Rentokil Initial PLC (United Kingdom)		28,388		165
Rollins, Inc.		108		5
Veralto Corp.		212		20
				202
Construction Materials (0.1%)
Martin Marietta Materials, Inc.		10		5
Consumer Staples Distribution & Retail (3.3%)
Dollar General Corp.		1,079		143
Distributors (0.4%)
Pool Corp.		54		17
Diversified Consumer Services (0.1%)
Service Corp. International		68		5
Entertainment (0.6%)
Netflix, Inc. (a)		19		13
Walt Disney Co.		115		11
				24
Food Products (0.6%)
McCormick & Co., Inc.		341		24
Ground Transportation (4.8%)
Union Pacific Corp.		913		207

	Shares		Value (000)
Health Care Equipment & Supplies (0.2%)
Intuitive Surgical, Inc. (a)		15	$	7
Health Care Technology (0.4%)
Veeva Systems, Inc., Class A (a)		106		19
Hotels, Restaurants & Leisure (1.5%)
Domino's Pizza, Inc.		11		6
McDonald's Corp.		159		40
Starbucks Corp.		242		19
				65
Household Durables (3.1%)
NVR, Inc. (a)		9		68
Victoria PLC (United Kingdom) (a)		30,206		68
				136
Information Technology Services (9.8%)
Cloudflare, Inc., Class A (a)		5,083		421
Gartner, Inc. (a)		10		5
				426
Insurance (0.5%)
Brown & Brown, Inc.		263		23
Life Sciences Tools & Services (8.4%)
Danaher Corp.		841		210
Eurofins Scientific SE (France)		2,693		135
Illumina, Inc. (a)		186		19
Thermo Fisher Scientific, Inc.		7		4
				368
Metals & Mining (2.6%)
Royal Gold, Inc.		908		114
Oil, Gas & Consumable Fuels (4.4%)
Cameco Corp. (Canada)		935		46
Texas Pacific Land Corp.		199		146
				192
Personal Care Products (0.6%)
Oddity Tech Ltd., Class A (Israel) (a)		600		24
Pharmaceuticals (4.9%)
Royalty Pharma PLC, Class A		7,890		208
Zoetis, Inc.		22		4
				212
Semiconductors & Semiconductor Equipment (1.1%)
ASML Holding NV (Registered) (Netherlands)		48		49
Software (5.7%)
Appfolio, Inc., Class A (a)		102		25
Cadence Design Systems, Inc. (a)		20		6
Guidewire Software, Inc. (a)		40		5
Procore Technologies, Inc. (a)		2,919		194
Roper Technologies, Inc.		9		5
Synopsys, Inc. (a)		10		6
Tyler Technologies, Inc. (a)		11		6
				247

The accompanying notes are an integral part of the consolidated financial statements.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments (cont'd)

Permanence Portfolio

	Shares		Value (000)
Specialized REITs (5.0%)
American Tower Corp. REIT		1,111	$	216
Specialty Retail (5.7%)
AutoZone, Inc. (a)		8		24
Floor & Decor Holdings, Inc., Class A (a)		1,831		182
Home Depot, Inc.		60		20
Tractor Supply Co.		88		24
				250
Textiles, Apparel & Luxury Goods (5.7%)
Christian Dior SE (France)		132		96
On Holding AG, Class A (Switzerland) (a)		3,898		151
				247
Trading Companies & Distributors (0.6%)
Fastenal Co.		76		5
Watsco, Inc.		50		23
				28
Total Common Stocks (Cost $3,763)				4,074
Investment Company (2.3%)
iShares Bitcoin Trust (a) (Cost $116)		3,001		102
	No. of Warrants
Warrants (0.0%)
Software (0.0%)
Constellation Software, Inc. expires 3/31/40 (a) (Cost $—)		58		—

	Shares		Value (000)
Short-Term Investment (1.6%)
Investment Company (1.6%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G) (Cost $69)		68,532	$	69
Total Investments Excluding Purchased Options (97.5%) (Cost $3,948)				4,245
Total Purchased Options Outstanding (0.1%) (Cost $14)				4
Total Investments (97.6%) (Cost $3,962) (b)(c)(d)				4,249
Other Assets in Excess of Liabilities (2.4%)				106
Net Assets (100.0%)			$	4,355

@  Value is less than $500.

‡  Amount is less than 0.05%.

(a)  Non-income producing security.

(b)  The approximate fair value and percentage of net assets, $683,000 and 15.7%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A-1 within the Notes to Consolidated Financial Statements.

(c)  Securities are available for collateral in connection with purchased options.

(d)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $648,000 and the aggregate gross unrealized depreciation is approximately $361,000, resulting in net unrealized appreciation of approximately $287,000.

REIT  Real Estate Investment Trust.

Call Options Purchased:

The Fund had the following call options purchased open at June 30, 2024:

Counterparty	Description	Strike Price		Expiration Date	Number of Contracts		Notional Amount (000)		Value (000)			Premiums Paid (000)		Unrealized Depreciation (000)
Goldman Sachs & Co. LLC	USD/CNH	CNH	7.69	Jan-25		1,103,570	$	1,104	$	2		$	4	$	(2	)
JPMorgan Chase Bank NA	USD/CNH	CNH	7.78	Mar-25		1,081,829		1,082		2			5		(3	)
JPMorgan Chase Bank NA	USD/CNH	CNH	7.79	Aug-24		1,263,287		1,263		—	@		5		(5	)
									$	4		$	14	$	(10	)

@    Value is less than $500.

CNH  —  Chinese Yuan Renminbi Offshore

USD  —  United States Dollar

The accompanying notes are an integral part of the consolidated financial statements.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Consolidated Portfolio of Investments (cont'd)

Permanence Portfolio

Portfolio Composition

Classification	Percentage of Total Investments
Other*		38.9	%
Information Technology Services		10.0
Capital Markets		8.8
Life Sciences Tools & Services		8.6
Aerospace & Defense		6.1
Specialty Retail		6.0
Textiles, Apparel & Luxury Goods		5.8
Software		5.7
Specialized REITs		5.1
Pharmaceuticals		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.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Permanence Portfolio

Consolidated Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $3,893)	$	4,180
Investment in Security of Affiliated Issuer, at Value (Cost $69)		69
Total Investments in Securities, at Value (Cost $3,962)		4,249
Foreign Currency, at Value (Cost $7)		7
Due from Adviser		64
Receivable for Investments Sold		37
Dividends Receivable		2
Receivable from Affiliate		—	@
Other Assets		61
Total Assets		4,420
Liabilities:
Payable for Professional Fees		55
Payable for Custodian Fees		1
Payable for Administration Fees		—	@
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 R6		—	@
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		9
Total Liabilities		65
Net Assets	$	4,355
Net Assets Consist of:
Paid-in-Capital	$	3,605
Total Distributable Earnings		750
Net Assets	$	4,355
CLASS I:
Net Assets	$	3,786
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		282,804
Net Asset Value, Offering and Redemption Price Per Share	$	13.39
CLASS A:
Net Assets	$	463
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		35,052
Net Asset Value, Redemption Price Per Share	$	13.20
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	0.73
Maximum Offering Price Per Share	$	13.93
CLASS C:
Net Assets	$	42
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		3,291
Net Asset Value, Offering and Redemption Price Per Share	$	12.77
CLASS R6:
Net Assets	$	64
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		4,752
Net Asset Value, Offering and Redemption Price Per Share	$	13.41

@  Amount is less than $500.

The accompanying notes are an integral part of the consolidated financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Permanence Portfolio

Consolidated Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $—@ of Foreign Taxes Withheld)	$	21
Dividends from Security of Affiliated Issuer (Note G)		3
Total Investment Income		24
Expenses:
Professional Fees		79
Registration Fees		22
Advisory Fees (Note B)		14
Shareholder Reporting Fees		8
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 R6 (Note E)		1
Administration Fees (Note C)		2
Pricing Fees		2
Shareholder Services Fees — Class A (Note D)		1
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		—	@
Directors' Fees and Expenses		—	@
Other Expenses		9
Total Expenses		146
Expenses Reimbursed by Adviser (Note B)		(111	)
Waiver of Advisory Fees (Note B)		(14	)
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 R6 (Note B)		(1	)
Rebate from Morgan Stanley Affiliate (Note G)		(—	@)
Net Expenses		17
Net Investment Income		7
Realized Gain:
Investments Sold		487
Foreign Currency Translation		—	@
Net Realized Gain		487
Change in Unrealized Appreciation (Depreciation):
Investments		(265	)
Foreign Currency Translation		—	@
Net Change in Unrealized Appreciation (Depreciation)		(265	)
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		222
Net Increase in Net Assets Resulting from Operations	$	229

@  Amount is less than $500.

The accompanying notes are an integral part of the consolidated financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Permanence Portfolio

Consolidated Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	7		$	9
Net Realized Gain		487			283
Net Change in Unrealized Appreciation (Depreciation)		(265	)		633
Net Increase in Net Assets Resulting from Operations		229			925
Dividends and Distributions to Shareholders:
Class I		—			(331	)
Class A		—			(62	)
Class C		—			(5	)
Class R6		—			(6	)
Total Dividends and Distributions to Shareholders		—			(404	)
Capital Share Transactions:(1)​
Class I:
Subscribed		15			183
Distributions Reinvested		—			331
Redeemed		(34	)		(485	)
Class A:
Subscribed		50			1,181
Distributions Reinvested		—			62
Redeemed		(289	)		(921	)
Class C:
Subscribed		—			24
Distributions Reinvested		—			5
Redeemed		(9	)		(3	)
Class R6:
Subscribed		—			57
Distributions Reinvested		—			6
Redeemed		—			(52	)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		(267	)		388
Total Increase (Decrease) in Net Assets		(38	)		909
Net Assets:
Beginning of Period		4,393			3,484
End of Period	$	4,355		$	4,393
(1)   Capital Share Transactions:
Class I:
Shares Subscribed		1			14
Shares Issued on Distributions Reinvested		—			27
Shares Redeemed		(2	)		(36	)
Net Increase (Decrease) in Class I Shares Outstanding		(1	)		5
Class A:
Shares Subscribed		4			92
Shares Issued on Distributions Reinvested		—			5
Shares Redeemed		(21	)		(72	)
Net Increase (Decrease) in Class A Shares Outstanding		(17	)		25
Class C:
Shares Subscribed		—			2
Shares Issued on Distributions Reinvested		—			—	@
Shares Redeemed		(1	)		(—	@)
Net Increase (Decrease) in Class C Shares Outstanding		(1	)		2
Class R6:
Shares Subscribed		—			5
Shares Issued on Distributions Reinvested		—			—	@
Shares Redeemed		—			(4	)
Net Increase in Class R6 Shares Outstanding		—			1

@  Amount is less than 500 shares.

The accompanying notes are an integral part of the consolidated financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Permanence Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,									Period from March 31, 2020(1)​ to
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			December 31, 2020(2)​
Net Asset Value, Beginning of Period	$	12.75		$	11.16		$	14.42		$	14.65		$	10.00
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(3)​		0.01			0.04			(0.02	)		0.00	(4)​		(0.00	)(4)​
Net Realized and Unrealized Gain (Loss)		0.63			2.84			(2.93	)		2.39			5.51
Total from Investment Operations		0.64			2.88			(2.95	)		2.39			5.51
Distributions from and/or in Excess of:
Net Investment Income		—			—			(0.04	)		(0.11	)		—
Net Realized Gain		—			(1.29	)		(0.27	)		(2.51	)		(0.86	)
Total Distributions		—			(1.29	)		(0.31	)		(2.62	)		(0.86	)
Net Asset Value, End of Period	$	13.39		$	12.75		$	11.16		$	14.42		$	14.65
Total Return(5)​		5.02	%(6)​		26.44	%(7)​		(20.55	)%		16.85	%		55.46	%(6)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	3,786		$	3,624		$	3,117		$	3,807		$	3,147
Ratio of Expenses Before Expense Limitation		6.50	%(8)​		7.44	%		8.14	%		7.49	%		10.85	%(8)​
Ratio of Expenses After Expense Limitation		0.85	%(8)(9)​		0.65	%(9)(10)​		0.85	%(9)​		0.85	%(9)​		0.85	%(8)(9)​
Ratio of Net Investment Income (Loss)		0.20	%(8)(9)​		0.31	%(9)(10)​		(0.14	)%(9)​		0.01	%(9)​		(0.02	)%(8)(9)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(8)(11)​		0.00	%(11)​		0.00	%(11)​		0.00	%(11)​		0.00	%(8)(11)​
Portfolio Turnover Rate		29	%(6)​		100	%		57	%		70	%		68	%(6)​

(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)  Not annualized.

(7)  Performance was positively impacted by approximately 0.19% for Class I shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class I shares would have been 26.25%.

(8)  Annualized.

(9)  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."

(10)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.85	%		0.11	%

(11)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Permanence Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,									Period from March 31, 2020(1)​ to
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			December 31, 2020(2)​
Net Asset Value, Beginning of Period	$	12.60		$	11.07		$	14.31		$	14.61		$	10.00
Income (Loss) from Investment Operations:
Net Investment Loss(3)​		(0.01	)		(0.01	)		(0.06	)		(0.05	)		(0.01	)
Net Realized and Unrealized Gain (Loss)		0.61			2.83			(2.91	)		2.37			5.48
Total from Investment Operations		0.60			2.82			(2.97	)		2.32			5.47
Distributions from and/or in Excess of:
Net Investment Income		—			—			—			(0.11	)		—
Net Realized Gain		—			(1.29	)		(0.27	)		(2.51	)		(0.86	)
Total Distributions		—			(1.29	)		(0.27	)		(2.62	)		(0.86	)
Net Asset Value, End of Period	$	13.20		$	12.60		$	11.07		$	14.31		$	14.61
Total Return(4)​		4.76	%(5)​		26.11	%(6)​		(20.83	)%		16.41	%		55.05	%(5)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	463		$	660		$	303		$	324		$	256
Ratio of Expenses Before Expense Limitation		7.33	%(7)​		8.09	%		9.60	%		8.83	%		17.41	%(7)​
Ratio of Expenses After Expense Limitation		1.20	%(7)(8)​		1.03	%(8)(9)​		1.20	%(8)​		1.20	%(8)​		1.20	%(7)(8)​
Ratio of Net Investment Loss		(0.14	)%(7)(8)​		(0.07	)%(8)(9)​		(0.51	)%(8)​		(0.33	)%(8)​		(0.06	)%(7)(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(7)(10)​
Portfolio Turnover Rate		29	%(5)​		100	%		57	%		70	%		68	%(5)​

(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)  Not annualized.

(6)  Performance was positively impacted by approximately 0.29% for Class A shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class A shares would have been 25.82%.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.20	%		(0.24	)%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Permanence Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,									Period from March 31, 2020(1)​ to
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			December 31, 2020(2)​
Net Asset Value, Beginning of Period	$	12.23		$	10.86		$	14.16		$	14.52		$	10.00
Income (Loss) from Investment Operations:
Net Investment Loss(3)​		(0.06	)		(0.09	)		(0.13	)		(0.17	)		(0.11	)
Net Realized and Unrealized Gain (Loss)		0.60			2.75			(2.90	)		2.35			5.49
Total from Investment Operations		0.54			2.66			(3.03	)		2.18			5.38
Distributions from and/or in Excess of:
Net Investment Income		—			—			—			(0.03	)		—
Net Realized Gain		—			(1.29	)		(0.27	)		(2.51	)		(0.86	)
Total Distributions		—			(1.29	)		(0.27	)		(2.54	)		(0.86	)
Net Asset Value, End of Period	$	12.77		$	12.23		$	10.86		$	14.16		$	14.52
Total Return(4)​		4.42	%(5)​		25.15	%(6)​		(21.47	)%		15.52	%		54.15	%(5)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	42		$	48		$	20		$	26		$	21
Ratio of Expenses Before Expense Limitation		12.45	%(7)​		14.88	%		19.54	%		18.17	%		24.15	%(7)​
Ratio of Expenses After Expense Limitation		1.95	%(7)(8)​		1.71	%(8)(9)​		1.95	%(8)​		1.95	%(8)​		1.95	%(7)(8)​
Ratio of Net Investment Loss		(0.89	)%(7)(8)​		(0.75	)%(8)(9)​		(1.24	)%(8)​		(1.09	)%(8)​		(1.08	)%(7)(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(7)(10)​
Portfolio Turnover Rate		29	%(5)​		100	%		57	%		70	%		68	%(5)​

(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)  Not annualized.

(6)  Performance was positively impacted by approximately 0.31% for Class C shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class C shares would have been 24.84%.

(7)  Annualized.

(8)  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."

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.95	%		(0.99	)%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Consolidated Financial Highlights

Permanence Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,									Period from March 31, 2020(2)​ to
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			December 31, 2020(3)​
Net Asset Value, Beginning of Period	$	12.77		$	11.17		$	14.43		$	14.65		$	10.00
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(4)​		0.02			0.05			(0.01	)		0.01			0.00	(5)​
Net Realized and Unrealized Gain (Loss)		0.62			2.84			(2.94	)		2.40			5.51
Total from Investment Operations		0.64			2.89			(2.95	)		2.41			5.51
Distributions from and/or in Excess of:
Net Investment Income		—			—			(0.04	)		(0.12	)		—
Net Realized Gain		—			(1.29	)		(0.27	)		(2.51	)		(0.86	)
Total Distributions		—			(1.29	)		(0.31	)		(2.63	)		(0.86	)
Net Asset Value, End of Period	$	13.41		$	12.77		$	11.17		$	14.43		$	14.65
Total Return(6)​		5.01	%(7)​		26.51	%(8)​		(20.50	)%		16.95	%		55.45	%(7)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	64		$	61		$	44		$	18		$	16
Ratio of Expenses Before Expense Limitation		9.89	%(9)​		11.18	%		12.68	%		20.29	%		25.34	%(9)​
Ratio of Expenses After Expense Limitation		0.80	%(9)(10)​		0.61	%(10)(11)​		0.80	%(10)​		0.80	%(10)​		0.80	%(9)(10)​
Ratio of Net Investment Income (Loss)		0.25	%(9)(10)​		0.35	%(10)(11)​		(0.06	)%(10)​		0.07	%(10)​		0.03	%(9)(10)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(9)(12)​		0.00	%(12)​		0.00	%(12)​		0.00	%(12)​		0.00	%(9)(12)​
Portfolio Turnover Rate		29	%(7)​		100	%		57	%		70	%		68	%(7)​

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(2)  Commencement of Operations.

(3)  Not consolidated.

(4)  Per share amount is based on average shares outstanding.

(5)  Amount is less than $0.005 per share.

(6)  Calculated based on the net asset value as of the last business day of the period.

(7)  Not annualized.

(8)  Performance was positively impacted by approximately 0.20% for Class R6 shares due to the reimbursement of transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class R6 shares would have been 26.31%.

(9)  Annualized.

(10)  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."

(11)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.80	%		0.16	%

(12)  Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Consolidated Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying consolidated financial statements relates to the Permanence Portfolio. The Fund seeks long-term capital appreciation.

The Fund has issued four classes of shares — Class I, Class A, Class C and Class R6.

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 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 pooled investment vehicles and exchange-traded products that invest in bitcoin ("bitcoin ETFs"). 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 and all accounting policies of the Subsidiary are consistent with those of the Fund. As of June 30, 2024, the Subsidiary represented approximately $101,000 or approximately 2.32% of the 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 re-ported 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/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) fixed income 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. If Morgan Stanley Investment Management Inc. (the

12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

"Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/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 reputable broker/dealer or valued by a pricing service/vendor; (5) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (6) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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.

13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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, 2024:

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	$	42	$	219	$	—	$	261
Beverages		3		—		—		3
Biotechnology		—		—		—		—
Broadline Retail		180		—		—		180
Capital Markets		369		—		—		369
Chemicals		11		—		—		11
Commercial Services & Supplies		36		165		—		201
Construction Materials		5		—		—		5
Consumer Staples Distribution & Retail		143		—		—		143
Distributors		17		—		—		17
Diversified Consumer Services		5		—		—		5
Entertainment		24		—		—		24
Food Products		24		—		—		24
Ground Transportation		207		—		—		207
Health Care Equipment & Supplies		7		—		—		7
Health Care Technology		19		—		—		19
Hotels, Restaurants & Leisure		66		—		—		66
Household Durables		68		68		—		136
Information Technology Services		425		—		—		425
Insurance		23		—		—		23
Life Sciences Tools & Services		233		135		—		368
Metals & Mining		114		—		—		114
Oil, Gas & Consumable Fuels		192		—		—		192
Personal Care Products		24		—		—		24
Pharmaceuticals		212		—		—		212
Semiconductors & Semiconductor Equipment		49		—		—		49
Software		247		—		—		247
Specialized REITs		216		—		—		216
Specialty Retail		251		—		—		251
Textiles, Apparel & Luxury Goods		151		96		—		247
Trading Companies & Distributors		28		—		—		28
Total Common Stocks		3,391		683		—		4,074

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	$	102	$	—		$	—	$	102
Warrants		—		—	†		—		—	†
Call Options Purchased		—		4			—		4
Short-Term Investment
Investment Company		69		—			—		69
Total Assets	$	3,562	$	687	†	$	—	$	4,249	†

†  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.

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

14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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 U.S. 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, risks arising from margin and payment requirements, risks arising from mispricing or valuation complexity and operational and legal risks. 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 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 ex-change 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.

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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 writes 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, 2024:

	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)

(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, 2024 in accordance with ASC 815:

Realized Gain (Loss)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Investments (Purchased Options)	$	(8	)(a)

(a) Amounts are included in Realized Gain on 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	(a)

(a) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.

At June 30, 2024, 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(b) (000)			Liabilities(b) (000)
Purchased Options	$	4	(a)	$	—

(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.

(b) 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

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

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, 2024:

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 & Co. LLC	$	2	$	—	$	—	$	2
JPMorgan Chase Bank NA		2		—		—		2
Total	$	4	$	—	$	—	$	4

(a) Amounts are included in Investments in Securities in the Consolidated Statement of Assets and Liabilities.

For the six months ended June 30, 2024, the approximate average monthly amount outstanding for each derivative type is as follows:

Purchased Options:
Average monthly notional amount	3,825,000

5.  Indemnifications: The Company enters into contracts that contain a variety of indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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. 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) net of applicable withholding taxes. 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, co-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, 2024, 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 0.85% for Class I shares, 1.20% for Class A shares, 1.95% for Class C shares and 0.80% for Class R6 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, 2024,

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

approximately $14,000 of advisory fees were waived and approximately $115,000 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 distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Consolidated Statement of Operations, amounted to less than $500.

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $1,251,000 and $1,545,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by less than $500 relating to the Fund's investment in the Liquidity Fund.

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	70	$	820	$	821	$	3

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	69

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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 RIC 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, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:				2022 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	120	$	284	$	21	$	68

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, 2023.

19

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Consolidated Financial Statements (cont'd)

At December 31, 2023, 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)
$	33	$	55

I. Credit Facility: The Company and other Morgan Stanley funds participated in a $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 35.8%.

K. Market Risk and Risks Relating to Certain Financial Instruments:

Bitcoin: The Fund may have exposure to cryptocurrencies indirectly through cash settled futures bitcoin exposure or indirectly through bitcoin ETFs. 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 bitcoin ETFs (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the bitcoin ETFs investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile and subject to sharp declines. 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 Bitcoin ETF exposure could result in substantial losses to the Fund.

Market: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

20

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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 three-year period but below its peer group average for the one-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 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.

21

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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

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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MSHNX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

US Core Portfolio

Semi-Annual Financial Statements and Additional Information

June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Portfolio of Investments	2
Statement of Assets and Liabilities	3
Statement of Operations	4
Statements of Changes in Net Assets	5
Financial Highlights	6
Notes to Financial Statements	10
Investment Advisory Agreement Approval	16

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) 869-6397. 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.

June 30, 2024 (unaudited)

Portfolio of Investments

US Core Portfolio

	Shares		Value (000)
Common Stocks (98.7%)
Banks (5.1%)
JPMorgan Chase & Co.		78,855	$	15,949
Broadline Retail (5.4%)
Amazon.com, Inc. (a)		88,094		17,024
Building Products (1.0%)
Fortune Brands Innovations, Inc.		47,394		3,078
Capital Markets (6.3%)
Ameriprise Financial, Inc.		28,301		12,090
LPL Financial Holdings, Inc.		27,244		7,609
				19,699
Commercial Services & Supplies (3.7%)
Waste Management, Inc.		54,558		11,639
Consumer Staples Distribution & Retail (5.0%)
Costco Wholesale Corp.		15,787		13,419
Target Corp.		15,421		2,283
				15,702
Electric Utilities (1.0%)
NextEra Energy, Inc.		44,245		3,133
Entertainment (2.3%)
Netflix, Inc. (a)		10,552		7,121
Financial Services (4.4%)
Jack Henry & Associates, Inc.		20,613		3,422
Mastercard, Inc., Class A		23,230		10,248
				13,670
Ground Transportation (0.8%)
Uber Technologies, Inc. (a)		33,476		2,433
Hotels, Restaurants & Leisure (1.3%)
McDonald's Corp.		15,459		3,940
Household Durables (0.8%)
Lennar Corp., Class A		17,769		2,663
Insurance (7.4%)
Brown & Brown, Inc.		119,749		10,707
Progressive Corp.		60,120		12,487
				23,194
Interactive Media & Services (7.1%)
Alphabet, Inc., Class A		122,939		22,393
Life Sciences Tools & Services (1.3%)
Danaher Corp.		12,353		3,087
West Pharmaceutical Services, Inc.		2,678		882
				3,969
Metals & Mining (1.0%)
Nucor Corp.		19,018		3,006
Oil, Gas & Consumable Fuels (2.9%)
Chevron Corp.		24,866		3,890
Valero Energy Corp.		32,228		5,052
				8,942
Pharmaceuticals (3.1%)
Eli Lilly & Co.		10,754		9,736

	Shares		Value (000)
Semiconductors & Semiconductor Equipment (13.8%)
Applied Materials, Inc.		42,697	$	10,076
Lam Research Corp.		4,063		4,327
NVIDIA Corp.		234,662		28,990
				43,393
Software (11.6%)
Microsoft Corp.		69,516		31,070
Tyler Technologies, Inc. (a)		10,633		5,346
				36,416
Specialty Retail (4.0%)
Home Depot, Inc.		3,923		1,351
TJX Cos., Inc.		102,490		11,284
				12,635
Tech Hardware, Storage & Peripherals (6.5%)
Apple, Inc.		97,173		20,467
Textiles, Apparel & Luxury Goods (0.2%)
Lululemon Athletica, Inc. (a)		2,139		639
Trading Companies & Distributors (2.7%)
United Rentals, Inc.		13,126		8,489
Total Common Stocks (Cost $205,317)				309,330
Short-Term Investment (1.2%)
Investment Company (1.2%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G) (Cost $3,811)		3,810,857		3,811
Total Investments (99.9%) (Cost $209,128) (b)				313,141
Other Assets in Excess of Liabilities (0.1%)				459
Net Assets (100.0%)			$	313,600

(a)  Non-income producing security.

(b)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $104,142,000 and the aggregate gross unrealized depreciation is approximately $129,000, resulting in net unrealized appreciation of approximately $104,013,000.

Portfolio Composition

Classification	Percentage of Total Investments
Other*		31.7	%
Semiconductors & Semiconductor Equipment		13.9
Software		11.6
Insurance		7.4
Interactive Media & Services		7.1
Tech Hardware, Storage & Peripherals		6.5
Capital Markets		6.3
Broadline Retail		5.4
Banks		5.1
Consumer Staples Distribution & Retail		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.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

US Core Portfolio

Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $205,317)	$	309,330
Investment in Security of Affiliated Issuer, at Value (Cost $3,811)		3,811
Total Investments in Securities, at Value (Cost $209,128)		313,141
Receivable for Fund Shares Sold		1,040
Dividends Receivable		22
Receivable from Affiliate		13
Other Assets		88
Total Assets		314,304
Liabilities:
Payable for Advisory Fees		396
Payable for Fund Shares Redeemed		142
Payable for Professional Fees		50
Payable for Shareholder Services Fees — Class A		13
Payable for Distribution and Shareholder Services Fees — Class C		33
Payable for Sub Transfer Agency Fees — Class I		22
Payable for Sub Transfer Agency Fees — Class A		7
Payable for Sub Transfer Agency Fees — Class C		6
Payable for Administration Fees		20
Payable for Custodian Fees		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 R6		—	@
Other Liabilities		12
Total Liabilities		704
Net Assets	$	313,600
Net Assets Consist of:
Paid-in-Capital	$	245,717
Total Distributable Earnings		67,883
Net Assets	$	313,600
CLASS I:
Net Assets	$	208,140
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		7,367,518
Net Asset Value, Offering and Redemption Price Per Share	$	28.25
CLASS A:
Net Assets	$	64,343
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		2,302,861
Net Asset Value, Redemption Price Per Share	$	27.94
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	1.55
Maximum Offering Price Per Share	$	29.49
CLASS C:
Net Assets	$	40,909
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		1,542,851
Net Asset Value, Offering and Redemption Price Per Share	$	26.52
CLASS R6:
Net Assets	$	208
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		7,353
Net Asset Value, Offering and Redemption Price Per Share	$	28.28

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

US Core Portfolio

Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers	$	1,171
Dividends from Security of Affiliated Issuer (Note G)		56
Total Investment Income		1,227
Expenses:
Advisory Fees (Note B)		783
Shareholder Services Fees — Class A (Note D)		67
Distribution and Shareholder Services Fees — Class C (Note D)		177
Administration Fees (Note C)		104
Sub Transfer Agency Fees — Class I		50
Sub Transfer Agency Fees — Class A		16
Sub Transfer Agency Fees — Class C		12
Professional Fees		73
Registration Fees		24
Shareholder Reporting Fees		14
Interest Expenses		8
Transfer Agency Fees — Class I (Note E)		2
Transfer Agency Fees — Class A (Note E)		2
Transfer Agency Fees — Class C (Note E)		2
Transfer Agency Fees — Class R6 (Note E)		1
Custodian Fees (Note F)		5
Directors' Fees and Expenses		2
Pricing Fees		1
Other Expenses		10
Total Expenses		1,353
Waiver of Advisory Fees (Note B)		(36	)
Reimbursement of Class Specific Expenses — Class I (Note B)		(9	)
Reimbursement of Class Specific Expenses — Class R6 (Note B)		(1	)
Rebate from Morgan Stanley Affiliate (Note G)		(2	)
Net Expenses		1,305
Net Investment Loss		(78	)
Realized Gain:
Investments Sold		4,926
Change in Unrealized Appreciation (Depreciation):
Investments		47,594
Net Realized Gain and Change in Unrealized Appreciation (Depreciation)		52,520
Net Increase in Net Assets Resulting from Operations	$	52,442

The accompanying notes are an integral part of the financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

US Core Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income (Loss)	$	(78	)	$	604
Net Realized Gain (Loss)		4,926			(31,194	)
Net Change in Unrealized Appreciation (Depreciation)		47,594			64,508
Net Increase in Net Assets Resulting from Operations		52,442			33,918
Dividends and Distributions to Shareholders:
Class I		—			(465	)
Class A		—			(31	)
Class R6		—			(—	@)
Total Dividends and Distributions to Shareholders		—			(496	)
Capital Share Transactions, including direct exchanges pursuant to share class conversions for all periods presented, were as follows:(1)​
Class I:
Subscribed		58,014			105,800
Distributions Reinvested		—			465
Redeemed		(29,527	)		(134,135)
Class A:
Subscribed		12,837			9,916
Distributions Reinvested		—			31
Redeemed		(5,310	)		(12,609	)
Class C:
Subscribed		5,558			6,227
Redeemed		(2,817	)		(16,418	)
Class R6:
Subscribed		180			16
Distributions Reinvested		—			—	@
Redeemed		(4	)		(9	)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions		38,931			(40,716	)
Total Increase (Decrease) in Net Assets		91,373			(7,294	)
Net Assets:
Beginning of Period		222,227			229,521
End of Period	$	313,600		$	222,227
(1)   Capital Share Transactions:
Class I:
Shares Subscribed		2,248			5,145
Shares Issued on Distributions Reinvested		—			21
Shares Redeemed		(1,170	)		(6,587	)
Net Increase (Decrease) in Class I Shares Outstanding		1,078			(1,421	)
Class A:
Shares Subscribed		491			479
Shares Issued on Distributions Reinvested		—			1
Shares Redeemed		(210	)		(613	)
Net Increase (Decrease) in Class A Shares Outstanding		281			(133	)
Class C:
Shares Subscribed		224			311
Shares Redeemed		(116	)		(849	)
Net Increase (Decrease) in Class C Shares Outstanding		108			(538	)
Class R6:
Shares Subscribed		7			1
Shares Issued on Distributions Reinvested		—			—	@@
Shares Redeemed		(—	@@)		(1	)
Net Increase in Class R6 Shares Outstanding		7			—	@@

@  Amount is less than $500.

@@  Amount is less than 500 shares.

The accompanying notes are an integral part of the financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

US Core Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	23.04		$	19.58		$	24.59		$	18.09		$	14.61		$	10.89
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.02			0.10			0.08			0.05			0.06			0.09
Net Realized and Unrealized Gain (Loss)		5.19			3.43			(5.05	)		6.46			3.47			3.82
Total from Investment Operations		5.21			3.53			(4.97	)		6.51			3.53			3.91
Distributions from and/or in Excess of:
Net Investment Income		—			(0.07	)		(0.03	)		(0.01	)		—			(0.09	)
Net Realized Gain		—			—			(0.01	)		—			(0.05	)		(0.10	)
Total Distributions		—			(0.07	)		(0.04	)		(0.01	)		(0.05	)		(0.19	)
Net Asset Value, End of Period	$	28.25		$	23.04		$	19.58		$	24.59		$	18.09		$	14.61
Total Return(2)​		22.61	%(3)​		18.06	%(4)​		(20.21	)%		35.99	%		24.20	%		36.01	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	208,140		$	144,907		$	151,003		$	110,286		$	20,377		$	13,086
Ratio of Expenses Before Expense Limitation		0.84	%(5)​		0.91	%		0.95	%		1.07	%		1.97	%		2.09	%
Ratio of Expenses After Expense Limitation		0.81	%(5)(6)​		0.79	%(6)(7)​		0.80	%(6)​		0.80	%(6)​		0.80	%(6)​		0.78	%(6)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		0.80	%(5)(6)​		N/A			0.80	%(6)​		0.80	%(6)​		0.79	%(6)​		N/A
Ratio of Net Investment Income		0.13	%(5)(6)​		0.48	%(6)(7)​		0.37	%(6)​		0.21	%(6)​		0.42	%(6)​		0.71	%(6)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(5)(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​
Portfolio Turnover Rate		15	%(3)​		45	%		23	%		26	%		54	%		69	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value as of the last business day of the period.

(3)  Not annualized.

(4)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class I shares.

(5)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.80	%		0.47	%

(8)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

US Core Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	22.82		$	19.40		$	24.39		$	17.99		$	14.58		$	10.86
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(1)​		(0.02	)		0.04			0.01			(0.01	)		0.01			0.05
Net Realized and Unrealized Gain (Loss)		5.14			3.40			(4.99	)		6.41			3.45			3.82
Total from Investment Operations		5.12			3.44			(4.98	)		6.40			3.46			3.87
Distributions from and/or in Excess of:
Net Investment Income		—			(0.02	)		—			—			—			(0.05	)
Net Realized Gain		—			—			(0.01	)		—			(0.05	)		(0.10	)
Total Distributions		—			(0.02	)		(0.01	)		—			(0.05	)		(0.15	)
Net Asset Value, End of Period	$	27.94		$	22.82		$	19.40		$	24.39		$	17.99		$	14.58
Total Return(2)​		22.44	%(3)​		17.71	%(4)​		(20.42	)%		35.58	%		23.77	%		35.68	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	64,343		$	46,123		$	41,802		$	34,693		$	5,807		$	3,393
Ratio of Expenses Before Expense Limitation		1.09	%(5)​		1.16	%		1.19	%		1.36	%		2.29	%		2.46	%
Ratio of Expenses After Expense Limitation		1.07	%(5)(6)​		1.08	%(6)(7)​		1.09	%(6)​		1.09	%(6)​		1.12	%(6)​		1.15	%(6)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		1.06	%(5)(6)​		N/A			1.09	%(6)​		1.09	%(6)​		1.11	%(6)​		N/A
Ratio of Net Investment Income (Loss)		(0.13	)%(5)(6)​		0.19	%(6)(7)​		0.07	%(6)​		(0.06	)%(6)​		0.07	%(6)​		0.34	%(6)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(5)(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​
Portfolio Turnover Rate		15	%(3)​		45	%		23	%		26	%		54	%		69	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.

(3)  Not annualized.

(4)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class A shares.

(5)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment income, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.09	%		0.18	%

(8)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

US Core Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	21.73		$	18.61		$	23.56		$	17.51		$	14.30		$	10.70
Income (Loss) from Investment Operations:
Net Investment Loss(1)​		(0.11	)		(0.11	)		(0.13	)		(0.17	)		(0.10	)		(0.05	)
Net Realized and Unrealized Gain (Loss)		4.90			3.23			(4.81	)		6.22			3.36			3.75
Total from Investment Operations		4.79			3.12			(4.94	)		6.05			3.26			3.70
Distributions from and/or in Excess of:
Net Realized Gain		—			—			(0.01	)		—			(0.05	)		(0.10	)
Net Asset Value, End of Period	$	26.52		$	21.73		$	18.61		$	23.56		$	17.51		$	14.30
Total Return(2)​		22.04	%(3)​		16.77	%(4)​		(20.97	)%		34.55	%		22.84	%		34.50	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	40,909		$	31,178		$	36,707		$	22,638		$	3,353		$	2,489
Ratio of Expenses Before Expense Limitation		1.86	%(5)​		1.92	%		1.91	%		2.12	%		3.07	%		3.23	%
Ratio of Expenses After Expense Limitation		1.83	%(5)(6)​		1.84	%(6)(7)​		1.81	%(6)​		1.84	%(6)​		1.90	%(6)​		1.90	%(6)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		1.82	%(5)(6)​		N/A			1.81	%(6)​		1.84	%(6)​		1.90	%(6)​		N/A
Ratio of Net Investment Loss		(0.89	)%(5)(6)​		(0.57	)%(6)(7)​		(0.65	)%(6)​		(0.80	)%(6)​		(0.68	)%(6)​		(0.39	)%(6)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(5)(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​		0.00	%(8)​
Portfolio Turnover Rate		15	%(3)​		45	%		23	%		26	%		54	%		69	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.

(3)  Not annualized.

(4)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class C shares.

(5)  Annualized.

(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)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.85	%		(0.58	)%

(8)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

US Core Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	23.05		$	19.60		$	24.61		$	18.10		$	14.61		$	10.88
Income (Loss) from Investment Operations:
Net Investment Income(2)​		0.02			0.11			0.06			0.06			0.07			0.10
Net Realized and Unrealized Gain (Loss)		5.21			3.42			(5.02	)		6.47			3.47			3.83
Total from Investment Operations		5.23			3.53			(4.96	)		6.53			3.54			3.93
Distributions from and/or in Excess of:
Net Investment Income		—			(0.08	)		(0.04	)		(0.02	)		—			(0.10	)
Net Realized Gain		—			—			(0.01	)		—			(0.05	)		(0.10	)
Total Distributions		—			(0.08	)		(0.05	)		(0.02	)		(0.05	)		(0.20	)
Net Asset Value, End of Period	$	28.28		$	23.05		$	19.60		$	24.61		$	18.10		$	14.61
Total Return(3)​		22.69	%(4)​		18.05	%(5)​		(20.16	)%		36.06	%		24.27	%		36.17	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	208		$	19		$	9		$	285		$	18		$	26
Ratio of Expenses Before Expense Limitation		4.31	%(6)​		19.75	%		3.92	%		2.20	%		13.73	%		16.90	%
Ratio of Expenses After Expense Limitation		0.75	%(6)(7)​		0.73	%(7)(8)​		0.75	%(7)​		0.75	%(7)​		0.75	%(7)​		0.75	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		0.75	%(6)(7)​		N/A			0.75	%(7)​		0.75	%(7)​		0.75	%(7)​		N/A
Ratio of Net Investment Income		0.19	%(6)(7)​		0.54	%(7)(8)​		0.28	%(7)​		0.25	%(7)​		0.50	%(7)​		0.74	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​
Portfolio Turnover Rate		15	%(4)​		45	%		23	%		26	%		54	%		69	%

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(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)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class R6 shares.

(6)  Annualized.

(7)  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."

(8)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.75	%		0.52	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying financial statements relates to the US Core Portfolio. The Fund seeks long-term capital appreciation.

The Fund has issued four classes of shares — Class I, Class A, Class C and Class R6. Class C shares will automatically convert to Class A shares eight years after the end of the calendar month in which the shares were purchased.

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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; 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.

10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2024:

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	$	309,330	(1)​	$	—	$	—	$	309,330
Short-Term Investment
Investment Company		3,811			—		—		3,811
Total Assets	$	313,141		$	—	$	—	$	313,141

(1) The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.

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 indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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

11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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) net of applicable withholding taxes. 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, co-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, 2024, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.57% 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 R6 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, 2024, approximately $36,000 of advisory fees were waived and approximately $10,000 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 providing distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer

12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

Agency Fees" in the Statement of Operations, amounted to less than $500.

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $74,787,000 and $39,467,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by approximately $2,000 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	1,045	$	43,364	$	40,598	$	56

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	3,811

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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. 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

13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:				2022 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	496	$	—	$	236	$	120

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, 2023.

At December 31, 2023, 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)
$	198	$	—

At December 31, 2023, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $16,193,000 and $19,240,000, 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 $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 72.1%.

K. Market Risk: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may

14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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 three- and five-year periods but below its peer group average for the one-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 management fee was lower than its peer group average and the 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.

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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.

17

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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MUOAX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

U.S. Focus Real Estate Portfolio

Semi-Annual Financial Statements and Additional Information

June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Portfolio of Investments	2
Statement of Assets and Liabilities	3
Statement of Operations	4
Statements of Changes in Net Assets	5
Financial Highlights	6
Notes to Financial Statements	10
Investment Advisory Agreement Approval	16

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) 869-6397. 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.

June 30, 2024 (unaudited)

Portfolio of Investments

U.S. Focus Real Estate Portfolio

	Shares		Value (000)
Common Stocks (97.8%)
Apartments (10.6%)
AvalonBay Communities, Inc. REIT		1,713	$	354
Mid-America Apartment Communities, Inc. REIT		989		141
				495
Data Centers (12.9%)
Digital Realty Trust, Inc. REIT		1,443		219
Equinix, Inc. REIT		503		381
				600
Free Standing (4.0%)
Essential Properties Realty Trust, Inc. REIT		6,700		186
Gaming (3.0%)
VICI Properties, Inc. REIT		4,795		137
Health Care (17.3%)
Alexandria Real Estate Equities, Inc. REIT		988		115
CareTrust REIT, Inc.		6,050		152
Chartwell Retirement Residences (Units) (Canada) (a)		4,760		45
PACS Group, Inc. (b)		2,825		83
Welltower, Inc. REIT		3,903		407
				802
Industrial (8.6%)
EastGroup Properties, Inc. REIT		675		115
Prologis, Inc. REIT		1,636		184
Rexford Industrial Realty, Inc. REIT		2,295		102
				401
Lodging/Resorts (2.8%)
Hilton Worldwide Holdings, Inc.		279		61
Host Hotels & Resorts, Inc. REIT		3,789		68
				129
Office (2.0%)
Boston Properties, Inc. REIT		1,536		95
Regional Malls (6.6%)
Macerich Co. REIT		3,016		46
Simon Property Group, Inc. REIT		1,719		261
				307
Self Storage (8.0%)
Extra Space Storage, Inc. REIT		2,389		371
Shopping Centers (4.5%)
Federal Realty Investment Trust REIT		1,100		111
Urban Edge Properties REIT		5,331		99
				210
Single Family Homes (3.9%)
American Homes 4 Rent Class A REIT		4,923		183
Specialty (5.4%)
Iron Mountain, Inc. REIT		2,005		180
Lamar Advertising Co. Class A REIT		578		69
				249
Telecommunications REITs (8.2%)
American Tower Corp. REIT		1,958		381
Total Common Stocks (Cost $4,158)				4,546

	Shares		Value (000)
Short-Term Investment (0.9%)
Investment Company (0.9%)
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class, 5.14% (See Note G) (Cost $43)		43,235	$	43
Total Investments (98.7%) (Cost $4,201) (c)				4,589
Other Assets in Excess of Liabilities (1.3%)				62
Net Assets (100.0%)			$	4,651

(a)  Consists of one or more classes of securities traded together as a unit; stocks with attached warrants.

(b)  Non-income producing security.

(c)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $429,000 and the aggregate gross unrealized depreciation is approximately $41,000, resulting in net unrealized appreciation of approximately $388,000.

REIT  Real Estate Investment Trust.

Portfolio Composition

Classification	Percentage of Total Investments
Other*		21.4	%
Health Care		17.5
Data Centers		13.1
Apartments		10.8
Industrial		8.7
Telecommunications REITs		8.3
Self Storage		8.1
Regional Malls		6.7
Specialty		5.4
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.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

U.S. Focus Real Estate Portfolio

Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $4,158)	$	4,546
Investment in Security of Affiliated Issuer, at Value (Cost $43)		43
Total Investments in Securities, at Value (Cost $4,201)		4,589
Foreign Currency, at Value (Cost $1)		1
Due from Adviser		53
Dividends Receivable		20
Receivable from Affiliate		—	@
Other Assets		39
Total Assets		4,702
Liabilities:
Payable for Professional Fees		45
Payable for Custodian Fees		1
Payable for Administration Fees		—	@
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 R6		—	@
Payable for Shareholder Services Fees — Class A		—	@
Payable for Distribution and Shareholder Services Fees — Class C		—	@
Other Liabilities		5
Total Liabilities		51
Net Assets	$	4,651
Net Assets Consist of:
Paid-in-Capital	$	5,229
Total Accumulated Loss		(578	)
Net Assets	$	4,651
CLASS I:
Net Assets	$	4,513
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		510,754
Net Asset Value, Offering and Redemption Price Per Share	$	8.84
CLASS A:
Net Assets	$	46
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		5,218
Net Asset Value, Redemption Price Per Share	$	8.83
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	0.49
Maximum Offering Price Per Share	$	9.32
CLASS C:
Net Assets	$	45
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		5,120
Net Asset Value, Offering and Redemption Price Per Share	$	8.81
CLASS R6:
Net Assets	$	47
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		5,271
Net Asset Value, Offering and Redemption Price Per Share	$	8.84

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

U.S. Focus Real Estate Portfolio

Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $—@ of Foreign Taxes Withheld)	$	81
Dividends from Security of Affiliated Issuer (Note G)		1
Total Investment Income		82
Expenses:
Professional Fees		71
Registration Fees		21
Advisory Fees (Note B)		13
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 R6 (Note E)		1
Custodian Fees (Note F)		3
Administration Fees (Note C)		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		—	@
Directors' Fees and Expenses		—	@
Other Expenses		5
Total Expenses		128
Expenses Reimbursed by Adviser (Note B)		(95	)
Waiver of Advisory Fees (Note B)		(13	)
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 R6 (Note B)		(1	)
Rebate from Morgan Stanley Affiliate (Note G)		(—	@)
Net Expenses		17
Net Investment Income		65
Realized Gain (Loss):
Investments Sold		(106	)
Foreign Currency Translation		—	@
Net Realized Loss		(106	)
Change in Unrealized Appreciation (Depreciation):
Investments		(8	)
Foreign Currency Translation		—	@
Net Change in Unrealized Appreciation (Depreciation)		(8	)
Net Realized Loss and Change in Unrealized Appreciation (Depreciation)		(114	)
Net Decrease in Net Assets Resulting from Operations	$	(49	)

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

U.S. Focus Real Estate Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	65		$	103
Net Realized Loss		(106	)		(305	)
Net Change in Unrealized Appreciation (Depreciation)		(8	)		754
Net Increase (Decrease) in Net Assets Resulting from Operations		(49	)		552
Dividends and Distributions to Shareholders:
Class I		(29	)		(85	)
Class A		(—	@)		(1	)
Class C		(—	@)		(—	@)
Class R6		(—	@)		(1	)
Total Dividends and Distributions to Shareholders		(29	)		(87	)
Capital Share Transactions:(1)​
Class I:
Distributions Reinvested		29			84
Class A:
Distributions Reinvested		—	@		1
Class C:
Distributions Reinvested		—	@		—	@
Class R6:
Distributions Reinvested		—	@		1
Net Increase in Net Assets Resulting from Capital Share Transactions		29			86
Total Increase (Decrease) in Net Assets		(49	)		551
Net Assets:
Beginning of Period		4,700			4,149
End of Period	$	4,651		$	4,700
(1)   Capital Share Transactions:
Class I:
Shares Issued on Distributions Reinvested		3			10
Class A:
Shares Issued on Distributions Reinvested		—	@@		—	@@
Class C:
Shares Issued on Distributions Reinvested		—	@@		—	@@
Class R6:
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.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

U.S. Focus Real Estate Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,						Period from September 30, 2021(1)​ to
Selected Per Share Data and Ratios	(unaudited)			2023			2022			December 31, 2021
Net Asset Value, Beginning of Period	$	8.99		$	8.10		$	11.43		$	10.00
Income (Loss) from Investment Operations:
Net Investment Income(2)​		0.12			0.20			0.16			0.02
Net Realized and Unrealized Gain (Loss)		(0.21	)		0.86			(3.30	)		1.44
Total from Investment Operations		(0.09	)		1.06			(3.14	)		1.46
Distributions from and/or in Excess of:
Net Investment Income		(0.06	)		(0.17	)		(0.12	)		(0.03	)
Net Realized Gain		—			—			(0.07	)		—
Total Distributions		(0.06	)		(0.17	)		(0.19	)		(0.03	)
Net Asset Value, End of Period	$	8.84		$	8.99		$	8.10		$	11.43
Total Return(3)​		(1.03	)%(4)​		13.30	%(5)​		(27.56	)%		14.62	%(4)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	4,513		$	4,560		$	4,025		$	5,559
Ratio of Expenses Before Expense Limitation		5.58	%(6)​		6.19	%		7.46	%		8.45	%(6)​
Ratio of Expenses After Expense Limitation		0.74	%(6)(7)​		0.85	%(7)(8)(9)​		0.89	%(7)​		0.89	%(6)(7)​
Ratio of Net Investment Income		2.90	%(6)(7)​		2.37	%(7)(9)​		1.68	%(7)​		0.92	%(6)(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(6)(10)​
Portfolio Turnover Rate		64	%(4)​		92	%		99	%		26	%(4)​

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class I shares.

(6)  Annualized.

(7)  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."

(8)  Effective December 11, 2023, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.75% for Class I shares. Prior to December 11, 2023, the maximum ratio was 0.90% for Class I shares.

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.89	%		2.33	%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

U.S. Focus Real Estate Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,						Period from September 30, 2021(1)​ to
Selected Per Share Data and Ratios	(unaudited)			2023			2022			December 31, 2021
Net Asset Value, Beginning of Period	$	8.99		$	8.10		$	11.43		$	10.00
Income (Loss) from Investment Operations:
Net Investment Income(2)​		0.11			0.17			0.12			0.02
Net Realized and Unrealized Gain (Loss)		(0.22	)		0.86			(3.29	)		1.43
Total from Investment Operations		(0.11	)		1.03			(3.17	)		1.45
Distributions from and/or in Excess of:
Net Investment Income		(0.05	)		(0.14	)		(0.09	)		(0.02	)
Net Realized Gain		—			—			(0.07	)		—
Total Distributions		(0.05	)		(0.14	)		(0.16	)		(0.02	)
Net Asset Value, End of Period	$	8.83		$	8.99		$	8.10		$	11.43
Total Return(3)​		(1.23	)%(4)​		12.89	%(5)​		(27.83	)%		14.51	%(4)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	46		$	47		$	41		$	57
Ratio of Expenses Before Expense Limitation		10.11	%(6)​		11.11	%		11.91	%		11.91	%(6)​
Ratio of Expenses After Expense Limitation		1.10	%(6)(7)​		1.20	%(7)(8)(9)​		1.25	%(7)​		1.25	%(6)(7)​
Ratio of Net Investment Income		2.55	%(6)(7)​		2.02	%(7)(9)​		1.32	%(7)​		0.56	%(6)(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(6)(10)​
Portfolio Turnover Rate		64	%(4)​		92	%		99	%		26	%(4)​

(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)  Not annualized.

(5)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class A shares.

(6)  Annualized.

(7)  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."

(8)  Effective December 11, 2023, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.10% for Class A shares. Prior to December 11, 2023, the maximum ratio was 1.25% for Class A shares.

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.24	%		1.98	%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

U.S. Focus Real Estate Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,						Period from September 30, 2021(1)​ to
Selected Per Share Data and Ratios	(unaudited)			2023			2022			December 31, 2021
Net Asset Value, Beginning of Period	$	8.99		$	8.10		$	11.43		$	10.00
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(2)​		0.08			0.11			0.05			(0.01	)
Net Realized and Unrealized Gain (Loss)		(0.23	)		0.86			(3.29	)		1.44
Total from Investment Operations		(0.15	)		0.97			(3.24	)		1.43
Distributions from and/or in Excess of:
Net Investment Income		(0.03	)		(0.08	)		(0.02	)		(0.00	)(3)​
Net Realized Gain		—			—			(0.07	)		—
Total Distributions		(0.03	)		(0.08	)		(0.09	)		(0.00	)(3)​
Net Asset Value, End of Period	$	8.81		$	8.99		$	8.10		$	11.43
Total Return(4)​		(1.64	)%(5)​		12.04	%(6)​		(28.39	)%		14.30	%(5)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	45		$	46		$	41		$	57
Ratio of Expenses Before Expense Limitation		10.94	%(7)​		11.93	%		12.69	%		12.67	%(7)​
Ratio of Expenses After Expense Limitation		1.85	%(7)(8)​		1.95	%(8)(9)(10)​		2.00	%(8)​		2.00	%(7)(8)​
Ratio of Net Investment Income (Loss)		1.80	%(7)(8)​		1.27	%(8)(10)​		0.57	%(8)​		(0.19	)%(7)(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(11)​		0.00	%(11)​		0.00	%(11)​		0.00	%(7)(11)​
Portfolio Turnover Rate		64	%(5)​		92	%		99	%		26	%(5)​

(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)  Not annualized.

(6)  Reflects prior period transfer agency and sub transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class C shares.

(7)  Annualized.

(8)  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."

(9)  Effective December 11, 2023, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.85% for Class C shares. Prior to December 11, 2023, the maximum ratio was 2.00% for Class C shares.

(10)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.99	%		1.23	%

(11)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

U.S. Focus Real Estate Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,						Period from September 30, 2021(2)​ to
Selected Per Share Data and Ratios	(unaudited)			2023			2022			December 31, 2021
Net Asset Value, Beginning of Period	$	8.99		$	8.10		$	11.43		$	10.00
Income (Loss) from Investment Operations:
Net Investment Income(3)​		0.13			0.20			0.16			0.03
Net Realized and Unrealized Gain (Loss)		(0.22	)		0.86			(3.30	)		1.43
Total from Investment Operations		(0.09	)		1.06			(3.14	)		1.46
Distributions from and/or in Excess of:
Net Investment Income		(0.06	)		(0.17	)		(0.12	)		(0.03	)
Net Realized Gain		—			—			(0.07	)		—
Total Distributions		(0.06	)		(0.17	)		(0.19	)		(0.03	)
Net Asset Value, End of Period	$	8.84		$	8.99		$	8.10		$	11.43
Total Return(4)​		(1.02	)%(5)​		13.35	%(6)​		(27.53	)%		14.63	%(5)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	47		$	47		$	42		$	57
Ratio of Expenses Before Expense Limitation		10.11	%(7)​		11.29	%		11.65	%		11.65	%(7)​
Ratio of Expenses After Expense Limitation		0.70	%(7)(8)​		0.80	%(8)(9)(10)​		0.85	%(8)​		0.85	%(7)(8)​
Ratio of Net Investment Income		2.95	%(7)(8)​		2.42	%(8)(10)​		1.72	%(8)​		0.95	%(7)(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(7)(11)​		0.00	%(11)​		0.00	%(11)​		0.00	%(7)(11)​
Portfolio Turnover Rate		64	%(5)​		92	%		99	%		26	%(5)​

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(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)  Not annualized.

(6)  Reflects prior period transfer agency fees that were reimbursed in 2023. The amount of the reimbursement was immaterial on a per share basis and the impact was less than 0.005% to the total return of Class R6 shares.

(7)  Annualized.

(8)  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."

(9)  Effective December 11, 2023, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.70% for Class R6 shares. Prior to December 11, 2023, the maximum ratio was 0.85% for Class R6 shares.

(10)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.84	%		2.38	%

(11)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying financial statements relates to the U.S. Focus Real Estate Portfolio. The Fund seeks to provide current income and long-term capital appreciation.

The Fund has issued four classes of shares — Class I, Class A, Class C and Class R6.

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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (5) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts")

10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2024:

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	$	4,546	(1)​	$	—	$	—	$	4,546
Short-Term Investment
Investment Company		43			—		—		43
Total Assets	$	4,589		$	—	$	—	$	4,589

(1) The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.

Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.

11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to 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 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 U.S. 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 indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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 quarterly. 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. 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) net of applicable withholding taxes. 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

12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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, co-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 $1 billion			Over $1 billion
	0.60	%		0.55	%

For the six months ended June 30, 2024, 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 0.75% for Class I shares, 1.10% for Class A shares, 1.85% for Class C shares and 0.70% for Class R6 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, 2024, approximately $13,000 of advisory fees were waived and approximately $98,000 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 providing distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to less than $500.

13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $2,955,000 and $2,863,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by less than $500 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	34	$	369	$	360	$	1

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	43

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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 three-year period ended December 31, 2023 remains subject to examination by taxing authorities.

14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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 2023 and 2022 was as follows:

2023 Distributions Paid From:				2022 Distributions Paid From:
Ordinary Income (000)		Long-Term Capital Gain (000)		Ordinary Income (000)		Long-Term Capital Gain (000)
$	87	$	—	$	94	$	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, due to a prior year tax return adjustment, resulted in the following reclassifications among the components of net assets at December 31, 2023:

Total Accumulated Loss (000)			Paid-in- Capital (000)
$	(4	)	$	4

At December 31, 2023, 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)
$	35	$	—

At December 31, 2023, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $514,000 and $332,000, 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 $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, the Fund did not have record owners of 10% or greater.

K. Market Risk: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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 but below its peer group average for the period since its inception in September 2021. 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.

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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.

17

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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MAAYX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

U.S. Real Estate Portfolio

Semi-Annual Financial Statements and Additional Information

June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Portfolio of Investments	2
Statement of Assets and Liabilities	3
Statement of Operations	5
Statements of Changes in Net Assets	6
Financial Highlights	8
Notes to Financial Statements	14
Investment Advisory Agreement Approval	21

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) 869-6397. 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.

June 30, 2024 (unaudited)

Portfolio of Investments

U.S. Real Estate Portfolio

	Shares		Value (000)
Common Stocks (98.4%)
Apartments (12.8%)
AvalonBay Communities, Inc. REIT		8,074	$	1,670
Essex Property Trust, Inc. REIT		3,716		1,012
Mid-America Apartment Communities, Inc. REIT		4,734		675
				3,357
Data Centers (14.1%)
Digital Realty Trust, Inc. REIT		9,697		1,475
Equinix, Inc. REIT		2,951		2,233
				3,708
Free Standing (4.6%)
Agree Realty Corp. REIT		9,080		562
Essential Properties Realty Trust, Inc. REIT		9,969		276
NETSTREIT Corp. REIT		7,733		125
Realty Income Corp. REIT		4,644		245
				1,208
Gaming (3.4%)
VICI Properties, Inc. REIT		31,453		901
Health Care (15.3%)
Alexandria Real Estate Equities, Inc. REIT		5,583		653
CareTrust REIT, Inc.		23,226		583
PACS Group, Inc. (a)		11,478		338
Ventas, Inc. REIT		5,185		266
Welltower, Inc. REIT		20,812		2,170
				4,010
Industrial (12.6%)
Americold Realty Trust, Inc. REIT		10,723		274
EastGroup Properties, Inc. REIT		3,080		524
Prologis, Inc. REIT		17,236		1,935
Rexford Industrial Realty, Inc. REIT		13,070		583
				3,316
Lodging/Resorts (2.5%)
Hilton Worldwide Holdings, Inc.		1,154		252
Host Hotels & Resorts, Inc. REIT		23,086		415
				667
Manufactured Homes (2.0%)
Sun Communities, Inc. REIT		4,459		537
Office (2.4%)
Boston Properties, Inc. REIT		6,333		390
Kilroy Realty Corp. REIT		7,375		230
				620
Regional Malls (4.8%)
Simon Property Group, Inc. REIT		8,222		1,248
Self Storage (9.3%)
Extra Space Storage, Inc. REIT		7,860		1,222
Public Storage REIT		4,239		1,219
				2,441

	Shares		Value (000)
Shopping Centers (5.3%)
Federal Realty Investment Trust REIT		4,220	$	426
Kite Realty Group Trust REIT		15,724		352
Tanger, Inc. REIT		12,034		326
Urban Edge Properties REIT		16,113		298
				1,402
Single Family Homes (3.8%)
American Homes 4 Rent Class A REIT		27,187		1,010
Specialty (5.5%)
Iron Mountain, Inc. REIT		11,759		1,054
Lamar Advertising Co. Class A REIT		3,357		401
				1,455
Total Common Stocks (Cost $21,427)				25,880
Short-Term Investment (1.1%)
Investment Company (1.1%)
Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio — Institutional Class, 5.14% (See Note G) (Cost $296)		296,278		296
Total Investments (99.5%) (Cost $21,723) (b)				26,176
Other Assets in Excess of Liabilities (0.5%)				133
Net Assets (100.0%)			$	26,309

(a)  Non-income producing security.

(b)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $5,073,000 and the aggregate gross unrealized depreciation is approximately $620,000, resulting in net unrealized appreciation of approximately $4,453,000.

REIT  Real Estate Investment Trust.

Portfolio Composition

Classification	Percentage of Total Investments
Other*		24.7	%
Health Care		15.3
Data Centers		14.2
Apartments		12.8
Industrial		12.7
Self Storage		9.3
Specialty		5.6
Shopping Centers		5.4
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.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

U.S. Real Estate Portfolio

Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $21,427)	$	25,880
Investment in Security of Affiliated Issuer, at Value (Cost $296)		296
Total Investments in Securities, at Value (Cost $21,723)		26,176
Foreign Currency, at Value (Cost $—@)		—	@
Dividends Receivable		98
Due from Adviser		47
Receivable for Fund Shares Sold		1
Receivable from Affiliate		1
Other Assets		83
Total Assets		26,406
Liabilities:
Payable for Professional Fees		47
Payable for Fund Shares Redeemed		11
Payable for Transfer Agency Fees — Class I		2
Payable for Transfer Agency Fees — Class A		1
Payable for Transfer Agency Fees — Class L		1
Payable for Transfer Agency Fees — Class C		—	@
Payable for Transfer Agency Fees — Class R6		1
Payable for Transfer Agency Fees — Class IR		—	@
Payable for Sub Transfer Agency Fees — Class I		4
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		2
Payable for Custodian Fees		2
Payable for Shareholder Services Fees — Class A		1
Payable for Distribution and Shareholder Services Fees — Class L		1
Payable for Distribution and Shareholder Services Fees — Class C		—	@
Other Liabilities		23
Total Liabilities		97
Net Assets	$	26,309
Net Assets Consist of:
Paid-in-Capital	$	26,904
Total Accumulated Loss		(595	)
Net Assets	$	26,309

The accompanying notes are an integral part of the financial statements.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

U.S. Real Estate Portfolio

Statement of Assets and Liabilities (cont'd)	June 30, 2024 (000)
CLASS I:
Net Assets	$	18,211
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		2,040,176
Net Asset Value, Offering and Redemption Price Per Share	$	8.93
CLASS A:
Net Assets	$	6,509
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		771,895
Net Asset Value, Redemption Price Per Share	$	8.43
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	0.47
Maximum Offering Price Per Share	$	8.90
CLASS L:
Net Assets	$	1,353
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		161,041
Net Asset Value, Offering and Redemption Price Per Share	$	8.40
CLASS C:
Net Assets	$	91
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		10,963
Net Asset Value, Offering and Redemption Price Per Share	$	8.34
CLASS R6:
Net Assets	$	137
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		15,317
Net Asset Value, Offering and Redemption Price Per Share	$	8.93
CLASS IR:
Net Assets	$	8
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		945
Net Asset Value, Offering and Redemption Price Per Share	$	8.92

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

U.S. Real Estate Portfolio

Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers	$	494
Dividends from Security of Affiliated Issuer (Note G)		6
Income from Securities Loaned — Net		—	@
Total Investment Income		500
Expenses:
Advisory Fees (Note B)		75
Professional Fees		67
Registration Fees		31
Shareholder Reporting Fees		15
Shareholder Services Fees — Class A (Note D)		9
Distribution and Shareholder Services Fees — Class L (Note D)		5
Distribution and Shareholder Services Fees — Class C (Note D)		—	@
Transfer Agency Fees — Class I (Note E)		6
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 R6 (Note E)		2
Transfer Agency Fees — Class IR (Note E)		1
Sub Transfer Agency Fees — Class I		9
Sub Transfer Agency Fees — Class A		3
Sub Transfer Agency Fees — Class L		—	@
Sub Transfer Agency Fees — Class C		—	@
Administration Fees (Note C)		11
Custodian Fees (Note F)		4
Pricing Fees		1
Directors' Fees and Expenses		1
Other Expenses		6
Total Expenses		251
Waiver of Advisory Fees (Note B)		(75	)
Expenses Reimbursed by Adviser (Note B)		(47	)
Reimbursement of Class Specific Expenses — Class I (Note B)		(10	)
Reimbursement of Class Specific Expenses — Class A (Note B)		(1	)
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 R6 (Note B)		(2	)
Reimbursement of Class Specific Expenses — Class IR (Note B)		(1	)
Rebate from Morgan Stanley Affiliate (Note G)		(—	@)
Net Expenses		113
Net Investment Income		387
Realized Loss:
Investments Sold		(583	)
Change in Unrealized Appreciation (Depreciation):
Investments		185
Foreign Currency Translation		(—	@)
Net Change in Unrealized Appreciation (Depreciation)		185
Net Realized Loss and Change in Unrealized Appreciation (Depreciation)		(398	)
Net Decrease in Net Assets Resulting from Operations	$	(11	)

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

U.S. Real Estate Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income	$	387		$	828
Net Realized Loss		(583	)		(2,365	)
Net Change in Unrealized Appreciation (Depreciation)		185			5,670
Net Increase (Decrease) in Net Assets Resulting from Operations		(11	)		4,133
Dividends and Distributions to Shareholders:
Class I		(98	)		(488	)
Class A		(31	)		(182	)
Class L		(5	)		(27	)
Class C		(—	@)		(3	)
Class R6		(1	)		(3	)
Class IR		(—	@)		(—	@)
Total Dividends and Distributions to Shareholders		(135	)		(703	)
Capital Share Transactions, including direct exchanges pursuant to share class conversions for all periods presented, were as follows:(1)​
Class I:
Subscribed		149			388
Distributions Reinvested		95			475
Redeemed		(2,387	)		(3,922	)
Class A:
Subscribed		67			344
Distributions Reinvested		31			179
Redeemed		(1,874	)		(1,506	)
Class L:
Exchanged		—			—	@
Distributions Reinvested		5			26
Redeemed		(83	)		(297	)
Class C:
Subscribed		—			33
Distributions Reinvested		—	@		3
Redeemed		(3	)		(127	)
Class R6:
Subscribed		17			9
Distributions Reinvested		1			3
Redeemed		(16	)		(30	)
Class IR:
Distributions Reinvested		—	@		—	@
Net Decrease in Net Assets Resulting from Capital Share Transactions		(3,998	)		(4,422	)
Total Decrease in Net Assets		(4,144	)		(992	)
Net Assets:
Beginning of Period		30,453			31,445
End of Period	$	26,309		$	30,453

The accompanying notes are an integral part of the financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

U.S. Real Estate Portfolio

Statements of Changes in Net Assets (cont'd)	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
(1)   Capital Share Transactions:
Class I:
Shares Subscribed		18			48
Shares Issued on Distributions Reinvested		11			57
Shares Redeemed		(279	)		(472	)
Net Decrease in Class I Shares Outstanding		(250	)		(367	)
Class A:
Shares Subscribed		8			44
Shares Issued on Distributions Reinvested		4			23
Shares Redeemed		(228	)		(193	)
Net Decrease in Class A Shares Outstanding		(216	)		(126	)
Class L:
Shares Exchanged		—			—	@@
Shares Issued on Distributions Reinvested		—	@@		3
Shares Redeemed		(10	)		(39	)
Net Decrease in Class L Shares Outstanding		(10	)		(36	)
Class C:
Shares Subscribed		—			4
Shares Issued on Distributions Reinvested		—	@@		—	@@
Shares Redeemed		(—	@@)		(16	)
Net Decrease in Class C Shares Outstanding		(—	@@)		(12	)
Class R6:
Shares Subscribed		2			1
Shares Issued on Distributions Reinvested		—	@@		—	@@
Shares Redeemed		(2	)		(3	)
Net Increase (Decrease) in Class R6 Shares Outstanding		—	@@		(2	)
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.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

U.S. Real Estate Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	8.92		$	7.97		$	11.91		$	8.79		$	11.08		$	10.82
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.13			0.24			0.35			0.05			0.13			0.26
Net Realized and Unrealized Gain (Loss)		(0.07	)		0.91			(3.46	)		3.35			(2.18	)		1.69
Total from Investment Operations		0.06			1.15			(3.11	)		3.40			(2.05	)		1.95
Distributions from and/or in Excess of:
Net Investment Income		(0.05	)		(0.20	)		(0.13	)		(0.12	)		(0.20	)		(0.40	)
Net Realized Gain		—			—			(0.70	)		(0.16	)		—			(1.29	)
Paid-in-Capital		—			—			—			—			(0.04	)		—
Total Distributions		(0.05	)		(0.20	)		(0.83	)		(0.28	)		(0.24	)		(1.69	)
Net Asset Value, End of Period	$	8.93		$	8.92		$	7.97		$	11.91		$	8.79		$	11.08
Total Return(2)​		0.64	%(3)​		14.69	%(4)​		(26.39	)%		38.96	%		(18.05	)%		18.40	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	18,211		$	20,440		$	21,174		$	31,909		$	33,708		$	134,856
Ratio of Expenses Before Expense Limitation		1.70	%(5)​		1.92	%		1.60	%		1.42	%		1.19	%		1.02	%
Ratio of Expenses After Expense Limitation		0.70	%(5)(6)​		0.59	%(6)(7)(8)​		0.90	%(6)​		0.90	%(6)​		0.90	%(6)​		0.90	%(6)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			0.90	%(6)​		0.90	%(6)​		0.90	%(6)​		N/A
Ratio of Net Investment Income		2.96	%(5)(6)​		2.89	%(6)(8)​		3.45	%(6)​		0.50	%(6)​		1.52	%(6)​		2.18	%(6)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(5)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​
Portfolio Turnover Rate		22	%(3)​		53	%		82	%		132	%		39	%		21	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value as of the last business day of the period.

(3)  Not annualized.

(4)  Performance was positively impacted by approximately 0.26% for Class I shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class I shares would have been 14.43%.

(5)  Annualized.

(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)  Effective December 11, 2023, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.70% for Class I shares. Prior to December 11, 2023, the maximum ratio was 0.90% for Class I shares.

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.89	%		2.59	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

U.S. Real Estate Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	8.44		$	7.54		$	11.33		$	8.38		$	10.56		$	10.38
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.11			0.20			0.30			0.03			0.09			0.22
Net Realized and Unrealized Gain (Loss)		(0.08	)		0.88			(3.29	)		3.18			(2.06	)		1.61
Total from Investment Operations		0.03			1.08			(2.99	)		3.21			(1.97	)		1.83
Distributions from and/or in Excess of:
Net Investment Income		(0.04	)		(0.18	)		(0.10	)		(0.10	)		(0.17	)		(0.36	)
Net Realized Gain		—			—			(0.70	)		(0.16	)		—			(1.29	)
Paid-in-Capital		—			—			—			—			(0.04	)		—
Total Distributions		(0.04	)		(0.18	)		(0.80	)		(0.26	)		(0.21	)		(1.65	)
Net Asset Value, End of Period	$	8.43		$	8.44		$	7.54		$	11.33		$	8.38		$	10.56
Total Return(2)​		0.34	%(3)​		14.46	%(4)​		(26.69	)%		38.46	%		(18.28	)%		18.02	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	6,509		$	8,339		$	8,403		$	13,121		$	11,043		$	32,596
Ratio of Expenses Before Expense Limitation		1.98	%(5)​		2.20	%		1.87	%		1.66	%		1.52	%		1.31	%
Ratio of Expenses After Expense Limitation		1.05	%(5)(6)​		0.93	%(6)(7)(8)​		1.25	%(6)​		1.18	%(6)​		1.25	%(6)​		1.22	%(6)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.25	%(6)​		1.18	%(6)​		1.25	%(6)​		N/A
Ratio of Net Investment Income		2.61	%(5)(6)​		2.54	%(6)(8)​		3.13	%(6)​		0.26	%(6)​		1.09	%(6)​		1.91	%(6)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(5)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​
Portfolio Turnover Rate		22	%(3)​		53	%		82	%		132	%		39	%		21	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value which does not reflect sales charges, if applicable, as of the last business day of the period.

(3)  Not annualized.

(4)  Performance was positively impacted by approximately 0.27% for Class A shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class A shares would have been 14.19%.

(5)  Annualized.

(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)  Effective December 11, 2023, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.05% for Class A shares. Prior to December 11, 2023, the maximum ratio was 1.25% for Class A shares.

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.23	%		2.24	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

U.S. Real Estate Portfolio

	Class L
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	8.42		$	7.53		$	11.31		$	8.36		$	10.55		$	10.37
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(1)​		0.09			0.16			0.26			(0.03	)		0.09			0.16
Net Realized and Unrealized Gain (Loss)		(0.08	)		0.87			(3.29	)		3.18			(2.11	)		1.61
Total from Investment Operations		0.01			1.03			(3.03	)		3.15			(2.02	)		1.77
Distributions from and/or in Excess of:
Net Investment Income		(0.03	)		(0.14	)		(0.05	)		(0.04	)		(0.13	)		(0.30	)
Net Realized Gain		—			—			(0.70	)		(0.16	)		—			(1.29	)
Paid-in-Capital		—			—			—			—			(0.04	)		—
Total Distributions		(0.03	)		(0.14	)		(0.75	)		(0.20	)		(0.17	)		(1.59	)
Net Asset Value, End of Period	$	8.40		$	8.42		$	7.53		$	11.31		$	8.36		$	10.55
Total Return(2)​		0.10	%(3)​		13.75	%(4)​		(27.02	)%		37.78	%		(18.77	)%		17.43	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	1,353		$	1,437		$	1,553		$	2,101		$	1,586		$	2,164
Ratio of Expenses Before Expense Limitation		2.56	%(5)​		2.82	%		2.46	%		2.31	%		2.11	%		1.88	%
Ratio of Expenses After Expense Limitation		1.55	%(5)(6)​		1.45	%(6)(7)(8)​		1.75	%(6)​		1.75	%(6)​		1.75	%(6)​		1.75	%(6)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			1.75	%(6)​		1.75	%(6)​		1.75	%(6)​		N/A
Ratio of Net Investment Income (Loss)		2.11	%(5)(6)​		2.04	%(6)(8)​		2.76	%(6)​		(0.30	)%(6)​		1.41	%(6)​		1.42	%(6)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(5)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​
Portfolio Turnover Rate		22	%(3)​		53	%		82	%		132	%		39	%		21	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value as of the last business day of the period.

(3)  Not annualized.

(4)  Performance was positively impacted by approximately 0.27% for Class L shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class L shares would have been 13.48%.

(5)  Annualized.

(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 December 11, 2023, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.55% for Class L shares. Prior to December 11, 2023, the maximum ratio was 1.75% for Class L shares.

(8)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class L shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.73	%		1.76	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

U.S. Real Estate Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	8.36		$	7.47		$	11.24		$	8.31		$	10.48		$	10.31
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(1)​		0.07			0.13			0.21			(0.05	)		0.09			0.14
Net Realized and Unrealized Gain (Loss)		(0.07	)		0.87			(3.25	)		3.16			(2.10	)		1.59
Total from Investment Operations		0.00	(2)​		1.00			(3.04	)		3.11			(2.01	)		1.73
Distributions from and/or in Excess of:
Net Investment Income		(0.02	)		(0.11	)		(0.03	)		(0.02	)		(0.12	)		(0.27	)
Net Realized Gain		—			—			(0.70	)		(0.16	)		—			(1.29	)
Paid-in-Capital		—			—			—			—			(0.04	)		—
Total Distributions		(0.02	)		(0.11	)		(0.73	)		(0.18	)		(0.16	)		(1.56	)
Net Asset Value, End of Period	$	8.34		$	8.36		$	7.47		$	11.24		$	8.31		$	10.48
Total Return(3)​		0.04	%(4)​		13.51	%(5)​		(27.30	)%		37.50	%		(18.91	)%		17.07	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	91		$	94		$	170		$	365		$	206		$	232
Ratio of Expenses Before Expense Limitation		5.47	%(6)​		4.79	%		3.54	%		3.28	%		3.39	%		2.92	%
Ratio of Expenses After Expense Limitation		1.80	%(6)(7)​		1.82	%(7)(8)(9)​		2.00	%(7)​		2.00	%(7)​		2.00	%(7)​		2.00	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			2.00	%(7)​		2.00	%(7)​		2.00	%(7)​		N/A
Ratio of Net Investment Income (Loss)		1.85	%(6)(7)​		1.67	%(7)(9)​		2.18	%(7)​		(0.54	)%(7)​		1.20	%(7)​		1.18	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​
Portfolio Turnover Rate		22	%(4)​		53	%		82	%		132	%		39	%		21	%

(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)  Not annualized.

(5)  Performance was positively impacted by approximately 0.40% for Class C shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class C shares would have been 13.11%.

(6)  Annualized.

(7)  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."

(8)  Effective December 11, 2023, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 1.80% for Class C shares. Prior to December 11, 2023, the maximum ratio was 2.00% for Class C shares.

(9)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		1.99	%		1.50	%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

U.S. Real Estate Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	8.92		$	7.97		$	11.91		$	8.79		$	11.08		$	10.82
Income (Loss) from Investment Operations:
Net Investment Income(2)​		0.13			0.24			0.36			0.07			0.09			0.25
Net Realized and Unrealized Gain (Loss)		(0.07	)		0.92			(3.46	)		3.34			(2.13	)		1.71
Total from Investment Operations		0.06			1.16			(3.10	)		3.41			(2.04	)		1.96
Distributions from and/or in Excess of:
Net Investment Income		(0.05	)		(0.21	)		(0.14	)		(0.13	)		(0.21	)		(0.41	)
Net Realized Gain		—			—			(0.70	)		(0.16	)		—			(1.29	)
Paid-in-Capital		—			—			—			—			(0.04	)		—
Total Distributions		(0.05	)		(0.21	)		(0.84	)		(0.29	)		(0.25	)		(1.70	)
Net Asset Value, End of Period	$	8.93		$	8.92		$	7.97		$	11.91		$	8.79		$	11.08
Total Return(3)​		0.65	%(4)​		14.77	%(5)​		(26.33	)%		39.06	%		(17.98	)%		18.48	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	137		$	135		$	138		$	201		$	121		$	12,307
Ratio of Expenses Before Expense Limitation		5.35	%(6)​		6.08	%		4.36	%		4.18	%		1.20	%		1.04	%
Ratio of Expenses After Expense Limitation		0.65	%(6)(7)​		0.52	%(7)(8)(9)​		0.83	%(7)​		0.83	%(7)​		0.83	%(7)​		0.83	%(7)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			0.83	%(7)​		0.83	%(7)​		0.83	%(7)​		N/A
Ratio of Net Investment Income		3.01	%(6)(7)​		2.95	%(7)(9)​		3.64	%(7)​		0.64	%(7)​		1.00	%(7)​		2.09	%(7)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(6)(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​		0.00	%(10)​
Portfolio Turnover Rate		22	%(4)​		53	%		82	%		132	%		39	%		21	%

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(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)  Performance was positively impacted by approximately 0.39% for Class R6 shares due to the reimbursement of transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class R6 shares would have been 14.38%.

(6)  Annualized.

(7)  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."

(8)  Effective December 11, 2023, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.65% for Class R6 shares. Prior to December 11, 2023, the maximum ratio was 0.83% for Class R6 shares.

(9)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.82	%		2.65	%

(10)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

U.S. Real Estate Portfolio

	Class IR
	Six Months Ended June 30, 2024			Year Ended December 31,
Selected Per Share Data and Ratios	(unaudited)			2023			2022			2021			2020			2019
Net Asset Value, Beginning of Period	$	8.92		$	7.97		$	11.91		$	8.79		$	11.08		$	10.82
Income (Loss) from Investment Operations:
Net Investment Income(1)​		0.13			0.25			0.37			0.05			0.20			0.33
Net Realized and Unrealized Gain (Loss)		(0.08	)		0.91			(3.47	)		3.36			(2.24	)		1.63
Total from Investment Operations		0.05			1.16			(3.10	)		3.41			(2.04	)		1.96
Distributions from and/or in Excess of:
Net Investment Income		(0.05	)		(0.21	)		(0.14	)		(0.13	)		(0.21	)		(0.41	)
Net Realized Gain		—			—			(0.70	)		(0.16	)		—			(1.29	)
Paid-in-Capital		—			—			—			—			(0.04	)		—
Total Distributions		(0.05	)		(0.21	)		(0.84	)		(0.29	)		(0.25	)		(1.70	)
Net Asset Value, End of Period	$	8.92		$	8.92		$	7.97		$	11.91		$	8.79		$	11.08
Total Return(2)​		0.54	%(3)​		14.77	%(4)​		(26.33	)%		39.06	%		(17.98	)%		18.48	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	8		$	8		$	7		$	10		$	7		$	9
Ratio of Expenses Before Expense Limitation		25.73	%(5)​		28.89	%		24.77	%		26.04	%		30.10	%		23.80	%
Ratio of Expenses After Expense Limitation		0.65	%(5)(6)​		0.49	%(6)(7)(8)​		0.83	%(6)​		0.83	%(6)​		0.83	%(6)​		0.83	%(6)​
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			N/A			0.83	%(6)​		0.83	%(6)​		0.83	%(6)​		N/A
Ratio of Net Investment Income		3.01	%(5)(6)​		2.98	%(6)(8)​		3.71	%(6)​		0.46	%(6)​		2.40	%(6)​		2.70	%(6)​
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%(5)(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​		0.00	%(9)​
Portfolio Turnover Rate		22	%(3)​		53	%		82	%		132	%		39	%		21	%

(1)  Per share amount is based on average shares outstanding.

(2)  Calculated based on the net asset value as of the last business day of the period.

(3)  Not annualized.

(4)  Performance was positively impacted by approximately 0.39% for Class IR shares due to the reimbursement of transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class IR shares would have been 14.38%.

(5)  Annualized.

(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)  Effective December 11, 2023, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.65% for Class IR shares. Prior to December 11, 2023, the maximum ratio was 0.83% for Class IR shares.

(8)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Income, would have been as follows for Class IR shares:

Period Ended	Expense Ratio			Net Investment Income Ratio
December 31, 2023		0.82	%		2.65	%

(9)  Amount is less than 0.005%.

The accompanying notes are an integral part of the financial statements.
13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Statement of Assets and Liabilities through the date that the financial statements were issued

The accompanying financial statements relates 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 issued six classes of shares — Class I, Class A, Class L, Class C, Class R6 and Class IR. Class C shares will automatically convert to Class A shares eight years after the end of the calendar month in which the shares were purchased. 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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets

14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (5) foreign exchange transactions ("spot contracts") and foreign exchange forward contracts ("forward contracts") are valued daily using an independent pricing vendor at the spot and forward rates, respectively, as of 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2024:

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	$	25,880	(1)​	$	—	$	—	$	25,880
Short-Term Investment
Investment Company		296			—		—		296
Total Assets	$	26,176		$	—	$	—	$	26,176

(1) The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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 U.S. 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

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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, 2024, the Fund did not have any outstanding securities on loan.

5.  Indemnifications: The Company enters into contracts that contain a variety of indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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 quarterly. 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. 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) net of applicable withholding taxes. 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, co-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
	0.55	%		0.50	%		0.45	%

For the six months ended June 30, 2024, 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 0.70% for Class I shares, 1.05% for Class A shares, 1.55% for Class L shares, 1.80% for Class C shares, 0.65% for Class R6 shares and 0.65% 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, 2024, approximately $75,000 of advisory fees were waived and approximately $63,000 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

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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 distribution-related and/or shareholder support services to investors who purchase Class A, Class L and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to approximately $1,000.

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $6,003,000 and $9,593,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by less than $500 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	444	$	3,282	$	3,430	$	6

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	296

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:		2022 Distributions Paid From:
Ordinary Income (000)		Ordinary Income (000)
$	703	$	3,097

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 prior year tax return adjustment, resulted in the following reclassifications among the components of net assets at December 31, 2023:

Total Accumulated Loss (000)		Paid-in- Capital (000)
$	69	$	(69	)

At December 31, 2023, 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)
$	96	$	—

At December 31, 2023, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $2,441,000 and $1,828,000, 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 $500,000,000 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 for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based

19

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

on the unused portion of the Facility, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 65.7%.

K. Market Risk: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

20

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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- and three-year periods but below 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 management fee and the 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.

21

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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

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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MUSDX-NCSR 6.30.24

Morgan Stanley Institutional Fund, Inc.

Vitality Portfolio

Semi-Annual Financial Statements and Additional Information

June 30, 2024

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Table of Contents

Portfolio of Investments	2
Statement of Assets and Liabilities	4
Statement of Operations	5
Statements of Changes in Net Assets	6
Financial Highlights	7
Notes to Financial Statements	11
Investment Advisory Agreement Approval	18

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) 869-6397. 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.

June 30, 2024 (unaudited)

Portfolio of Investments

Vitality Portfolio

	Shares		Value (000)
Common Stocks (91.9%)
Biotechnology (30.3%)
4D Molecular Therapeutics, Inc. (a)		1,273	$	27
Alnylam Pharmaceuticals, Inc. (a)		419		102
Altimmune, Inc. (a)(b)		4,159		28
Argenx SE ADR (Belgium) (a)		279		120
Ascendis Pharma AS ADR (Denmark) (a)		261		35
Beam Therapeutics, Inc. (a)		1,368		32
Exact Sciences Corp. (a)		2,200		93
Fate Therapeutics, Inc. (a)		1,572		5
Intellia Therapeutics, Inc. (a)		1,593		36
Moderna, Inc. (a)		372		44
Relay Therapeutics, Inc. (a)		1,230		8
Vertex Pharmaceuticals, Inc. (a)		248		116
				646
Health Care Equipment & Supplies (12.6%)
Align Technology, Inc. (a)		210		51
IDEXX Laboratories, Inc. (a)		94		46
Inspire Medical Systems, Inc. (a)		397		53
Intuitive Surgical, Inc. (a)		269		119
				269
Health Care Providers & Services (7.8%)
Agilon Health, Inc. (a)		7,354		48
UnitedHealth Group, Inc.		232		118
				166
Health Care Technology (5.0%)
Doximity, Inc., Class A (a)		1,353		38
Schrodinger, Inc. (a)		1,098		21
Veeva Systems, Inc., Class A (a)		259		48
				107
Life Sciences Tools & Services (19.2%)
10X Genomics, Inc., Class A (a)		3,698		72
AbCellera Biologics, Inc. (Canada) (a)		3,223		10
Illumina, Inc. (a)		289		30
MaxCyte, Inc. (a)		14,540		57
Standard BioTools, Inc. (a)		33,298		59
Stevanato Group SpA (Italy)		1,793		33
Thermo Fisher Scientific, Inc.		181		100
West Pharmaceutical Services, Inc.		143		47
				408
Pharmaceuticals (15.7%)
ATAI Life Sciences NV (a)(b)		8,904		12
Eli Lilly & Co.		983		212
GH Research PLC (a)		958		11
Royalty Pharma PLC, Class A		1,579		41
Zoetis, Inc.		340		59
				335

	Shares		Value (000)
Specialty Retail (1.3%)
Chewy, Inc., Class A (a)(b)		1,010	$	28
Total Common Stocks (Cost $2,564)				1,959
Short-Term Investments (9.5%)
Investment Company (6.2%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G) (Cost $131)		131,435		131
Securities held as Collateral on Loaned Securities (3.3%)
Investment Company (2.6%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class, 5.14% (See Note G)		55,920		56
	Face Amount (000)
Repurchase Agreements (0.7%)
Merrill Lynch & Co., Inc., (5.32%, dated 6/28/24, due 7/1/24; proceeds $10; fully collateralized by a U.S. Government obligation; 0.63% due 11/30/27; valued at $11)	$	10		10
Merrill Lynch & Co., Inc., (5.25%, dated 6/28/24, due 7/1/24; proceeds $5; fully collateralized by a U.S. Government obligation; 0.63% due 11/30/27; valued at $5)		5		5
				15
Total Securities held as Collateral on Loaned Securities (Cost $71)				71
Total Short-Term Investments (Cost $202)				202
Total Investments (101.4%) (Cost $2,766) including $67 of Securities Loaned (c)				2,161
Liabilities in Excess of Other Assets (–1.4%)				(30	)
Net Assets (100.0%)			$	2,131

(a)  Non-income producing security.

(b)  All or a portion of this security was on loan at June 30, 2024.

(c)  At June 30, 2024, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $308,000 and the aggregate gross unrealized depreciation is approximately $913,000, resulting in net unrealized depreciation of approximately $605,000.

ADR  American Depositary Receipt.

The accompanying notes are an integral part of the financial statements.
2

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Portfolio of Investments (cont'd)

Vitality Portfolio

Portfolio Composition*

Classification	Percentage of Total Investments
Biotechnology		30.9	%
Life Sciences Tools & Services		19.5
Pharmaceuticals		16.0
Health Care Equipment & Supplies		12.9
Health Care Providers & Services		8.0
Short-Term Investments		6.3
Health Care Technology		5.1
Other**		1.3
Total Investments		100.0	%

*  Percentages indicated are based upon total investments (excluding Securities held as Collateral on Loaned Securities) as of June 30, 2024.

**  Industries and/or investment types representing less than 5% of total investments.

The accompanying notes are an integral part of the financial statements.
3

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Vitality Portfolio

Statement of Assets and Liabilities	June 30, 2024 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value(1)​ (Cost $2,579)	$	1,974
Investment in Security of Affiliated Issuer, at Value (Cost $187)		187
Total Investments in Securities, at Value (Cost $2,766)		2,161
Due from Adviser		57
Receivable from Affiliate		1
Receivable from Securities Lending Income		—	@
Dividends Receivable		—	@
Other Assets		45
Total Assets		2,264
Liabilities:
Collateral on Securities Loaned, at Value		71
Payable for Professional Fees		53
Payable for Custodian Fees		1
Payable for Administration Fees		—	@
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 R6		—	@
Payable for Sub Transfer Agency Fees — Class A		—	@
Payable for Shareholder Services Fees — Class A		—	@
Payable for Distribution and Shareholder Services Fees — Class C		—	@
Other Liabilities		8
Total Liabilities		133
Net Assets	$	2,131
Net Assets Consist of:
Paid-in-Capital	$	3,315
Total Accumulated Loss		(1,184	)
Net Assets	$	2,131
CLASS I:
Net Assets	$	2,037
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		343,220
Net Asset Value, Offering and Redemption Price Per Share	$	5.94
CLASS A:
Net Assets	$	33
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		5,603
Net Asset Value, Redemption Price Per Share	$	5.91
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	0.33
Maximum Offering Price Per Share	$	6.24
CLASS C:
Net Assets	$	30
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		5,090
Net Asset Value, Offering and Redemption Price Per Share	$	5.85
CLASS R6:
Net Assets	$	31
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		5,154
Net Asset Value, Offering and Redemption Price Per Share	$	5.94
(1​)​ Including: Securities on Loan, at Value:	$	67

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
4

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Vitality Portfolio

Statement of Operations	Six Months Ended June 30, 2024 (000)
Investment Income:
Dividends from Security of Affiliated Issuer (Note G)	$	4
Dividends from Securities of Unaffiliated Issuers (Net of $—@ of Foreign Taxes Withheld)		3
Income from Securities Loaned — Net		—	@
Total Investment Income		7
Expenses:
Professional Fees		71
Registration Fees		25
Advisory Fees (Note B)		8
Shareholder Reporting Fees		7
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 R6 (Note E)		1
Custodian Fees (Note F)		2
Administration Fees (Note C)		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		—	@
Directors' Fees and Expenses		—	@
Other Expenses		5
Total Expenses		125
Expenses Reimbursed by Adviser (Note B)		(103	)
Waiver of Advisory Fees (Note B)		(8	)
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 R6 (Note B)		(1	)
Rebate from Morgan Stanley Affiliate (Note G)		(—	@)
Net Expenses		10
Net Investment Loss		(3	)
Realized Loss:
Investments Sold		(15	)
Change in Unrealized Appreciation (Depreciation):
Investments		(141	)
Net Realized Loss and Change in Unrealized Appreciation (Depreciation)		(156	)
Net Decrease in Net Assets Resulting from Operations	$	(159	)

@  Amount is less than $500.

The accompanying notes are an integral part of the financial statements.
5

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Vitality Portfolio

Statements of Changes in Net Assets	Six Months Ended June 30, 2024 (unaudited) (000)			Year Ended December 31, 2023 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Income (Loss)	$	(3	)	$	2
Net Realized Loss		(15	)		(144	)
Net Change in Unrealized Appreciation (Depreciation)		(141	)		327
Net Increase (Decrease) in Net Assets Resulting from Operations		(159	)		185
Capital Share Transactions:(1)​
Class I:
Subscribed		—			122
Class A:
Redeemed		—			(1	)
Net Increase in Net Assets Resulting from Capital Share Transactions		—			121
Total Increase (Decrease) in Net Assets		(159	)		306
Net Assets:
Beginning of Period		2,290			1,984
End of Period	$	2,131		$	2,290
(1)   Capital Share Transactions:
Class I:
Shares Subscribed		—			20
Class A:
Shares Redeemed		—			(—	@)

@  Amount is less than 500 shares.

The accompanying notes are an integral part of the financial statements.
6

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Vitality Portfolio

	Class I
	Six Months Ended June 30, 2024			Year Ended December 31,						Period Ended
Selected Per Share Data and Ratios	(unaudited)			2023			2022			December 31, 2021(1)​
Net Asset Value, Beginning of Period	$	6.38		$	5.84		$	9.85		$	10.00
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.01	)		(0.00	)(3)​		(0.04	)		(0.00	)(3)​
Net Realized and Unrealized Gain (Loss)		(0.43	)		0.54			(3.79	)		(0.15	)
Total from Investment Operations		(0.44	)		0.54			(3.83	)		(0.15	)
Distributions from and/or in Excess of:
Paid-in-Capital		—			—			(0.18	)		—
Net Asset Value, End of Period	$	5.94		$	6.38		$	5.84		$	9.85
Total Return		(6.90	)%(4)(5)​		9.25	%(4)(6)​		(39.84	)%(4)​		(1.50	)%(5)(7)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	2,037		$	2,190		$	1,891		$	2,765
Ratio of Expenses Before Expense Limitation		11.08	%(8)​		13.74	%		12.50	%		595.07	%(8)​
Ratio of Expenses After Expense Limitation		0.94	%(8)(9)​		0.60	%(9)(10)​		0.94	%(9)​		0.95	%(8)​
Ratio of Net Investment Loss		(0.31	)%(8)(9)​		(0.02	)%(9)(10)​		(0.58	)%(9)​		(0.95	)%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.01	%(8)​		0.01	%		0.01	%		N/A
Portfolio Turnover Rate		6	%(5)​		13	%		22	%		0	%(5)​

(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)  Not annualized.

(6)  Performance was positively impacted by approximately 0.34% for Class I shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class I shares would have been 8.91%.

(7)  Calculated using the NAV for US GAAP financial reporting purposes.

(8)  Annualized.

(9)  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."

(10)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class I shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		0.94	%		(0.36	)%

The accompanying notes are an integral part of the financial statements.
7

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Vitality Portfolio

	Class A
	Six Months Ended June 30, 2024			Year Ended December 31,						Period Ended
Selected Per Share Data and Ratios	(unaudited)			2023			2022			December 31, 2021(1)​
Net Asset Value, Beginning of Period	$	6.36		$	5.84		$	9.85		$	10.00
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.02	)		(0.02	)		(0.06	)		(0.00	)(3)​
Net Realized and Unrealized Gain (Loss)		(0.43	)		0.54			(3.79	)		(0.15	)
Total from Investment Operations		(0.45	)		0.52			(3.85	)		(0.15	)
Distributions from and/or in Excess of:
Paid-in-Capital		—			—			(0.16	)		—
Net Asset Value, End of Period	$	5.91		$	6.36		$	5.84		$	9.85
Total Return		(7.08	)%(4)(5)​		8.90	%(4)(6)​		(40.06	)%(4)​		(1.50	)%(5)(7)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	33		$	35		$	33		$	49
Ratio of Expenses Before Expense Limitation		17.20	%(8)​		20.21	%		18.13	%		598.74	%(8)​
Ratio of Expenses After Expense Limitation		1.29	%(8)(9)​		0.96	%(9)(10)​		1.29	%(9)​		1.30	%(8)​
Ratio of Net Investment Loss		(0.66	)%(8)(9)​		(0.38	)%(9)(10)​		(0.93	)%(9)​		(1.30	)%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.01	%(8)​		0.01	%		0.01	%		0.00	%
Portfolio Turnover Rate		6	%(5)​		13	%		22	%		N/A(5)​

(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)  Not annualized.

(6)  Performance was positively impacted by approximately 0.34% for Class A shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class A shares would have been 8.56%.

(7)  Calculated using the NAV for US GAAP financial reporting purposes. Does not reflect the deduction of sales charge.

(8)  Annualized.

(9)  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."

(10)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class A shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		1.29	%		(0.71	)%

The accompanying notes are an integral part of the financial statements.
8

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Vitality Portfolio

	Class C
	Six Months Ended June 30, 2024			Year Ended December 31,						Period Ended
Selected Per Share Data and Ratios	(unaudited)			2023			2022			December 31, 2021(1)​
Net Asset Value, Beginning of Period	$	6.32		$	5.85		$	9.85		$	10.00
Income (Loss) from Investment Operations:
Net Investment Loss(2)​		(0.04	)		(0.07	)		(0.11	)		(0.00	)(3)​
Net Realized and Unrealized Gain (Loss)		(0.43	)		0.54			(3.78	)		(0.15	)
Total from Investment Operations		(0.47	)		0.47			(3.89	)		(0.15	)
Distributions from and/or in Excess of:
Paid-in-Capital		—			—			(0.11	)		—
Net Asset Value, End of Period	$	5.85		$	6.32		$	5.85		$	9.85
Total Return		(7.44	)%(4)(5)​		8.03	%(4)(6)​		(40.45	)%(4)​		(1.50	)%(5)(7)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	30		$	32		$	30		$	49
Ratio of Expenses Before Expense Limitation		18.67	%(8)​		21.67	%		19.32	%		599.49	%(8)​
Ratio of Expenses After Expense Limitation		2.04	%(8)(9)​		1.71	%(9)(10)​		2.04	%(9)​		2.05	%(8)​
Ratio of Net Investment Loss		(1.40	)%(8)(9)​		(1.13	)%(9)(10)​		(1.68	)%(9)​		(2.05	)%(8)​
Ratio of Rebate from Morgan Stanley Affiliates		0.01	%(8)​		0.01	%		0.01	%		0.00	%
Portfolio Turnover Rate		6	%(5)​		13	%		22	%		0	%(5)​

(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)  Not annualized.

(6)  Performance was positively impacted by approximately 0.34% for Class C shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class C shares would have been 7.69%.

(7)  Calculated using the NAV for US GAAP financial reporting purposes. Does not reflect the deduction of sales charge.

(8)  Annualized.

(9)  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."

(10)  If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class C shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		2.04	%		(1.46	)%

The accompanying notes are an integral part of the financial statements.
9

Morgan Stanley Institutional Fund, Inc.

June 30, 2024

Financial Highlights

Vitality Portfolio

	Class R6(1)​
	Six Months Ended June 30, 2024			Year Ended December 31,						Period Ended
Selected Per Share Data and Ratios	(unaudited)			2023			2022			December 31, 2021(2)​
Net Asset Value, Beginning of Period	$	6.39		$	5.84		$	9.85		$	10.00
Income (Loss) from Investment Operations:
Net Investment Income (Loss)(3)​		(0.01	)		0.00	(4)​		(0.04	)		(0.00	)(4)​
Net Realized and Unrealized Gain (Loss)		(0.44	)		0.55			(3.78	)		(0.15	)
Total from Investment Operations		(0.45	)		0.55			(3.82	)		(0.15	)
Distributions from and/or in Excess of:
Paid-in-Capital		—			—			(0.19	)		—
Net Asset Value, End of Period	$	5.94		$	6.39		$	5.84		$	9.85
Total Return		(7.04	)%(5)(6)​		9.42	%(5)(7)​		(39.81	)%(5)​		(1.50	)%(6)(8)​
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	31		$	33		$	30		$	49
Ratio of Expenses Before Expense Limitation		17.40	%(9)​		20.55	%		18.29	%		598.49	%(9)​
Ratio of Expenses After Expense Limitation		0.89	%(9)(10)​		0.55	%(10)(11)​		0.89	%(10)​		0.90	%(9)​
Ratio of Net Investment Income (Loss)		(0.26	)%(9)(10)​		0.03	%(10)(11)​		(0.54	)%(10)​		(0.90	)%(9)​
Ratio of Rebate from Morgan Stanley Affiliates		0.01	%(9)​		0.01	%		0.01	%		0.00	%
Portfolio Turnover Rate		6	%(6)​		13	%		22	%		0	%(6)​

(1)  Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

(2)  Commencement of Operations.

(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)  Not annualized.

(7)  Performance was positively impacted by approximately 0.34% for Class R6 shares due to the reimbursement of transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class R6 shares would have been 9.08%.

(8)  Calculated using the NAV for US GAAP financial reporting purposes.

(9)  Annualized.

(10)  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."

(11)  If the Fund had not received the reimbursement of transfer agency fees from the Adviser, the Ratio of Expenses After Expense Limitation and Ratio of Net Investment Loss, would have been as follows for Class R6 shares:

Period Ended	Expense Ratio			Net Investment Loss Ratio
December 31, 2023		0.89	%		(0.31	)%

The accompanying notes are an integral part of the financial statements.
10

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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-three 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 Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Statement of Assets and Liabilities through the date that the financial statements were issued.

The accompanying financial statements relates to the Vitality Portfolio. The Fund seeks long-term capital appreciation.

The Fund has issued four classes of shares — Class I, Class A, Class C and Class R6.

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/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/dealers; (3) fixed income 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. 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 does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (4) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, 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 approved by and under the general supervision of the Directors. Each business day, the Fund uses a third-party pricing service approved by the Directors to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; 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.

In connection with Rule 2a-5 of the Act, the Directors have designated the Company's Adviser as its valuation

11

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

designee. The valuation designee has responsibility for 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, as valuation designee, 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") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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, 2024:

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	$	1,959	(1)​	$	—	$	—	$	1,959
Short-Term Investments
Investment Company		187			—		—		187
Repurchase Agreements		—			15		—		15
Total Short-Term Investments		187			15		—		202
Total Assets	$	2,146		$	15	$	—	$	2,161

(1) The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.

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

12

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

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.  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, 2024:

Gross Amount Not Offset in the Statement of Assets and Liabilities
Gross Asset Amount Presented in the Statement of Assets and Liabilities (000)			Financial Instrument (000)		Collateral Received (000)			Net Amount (not less than $0) (000)
$	67	(a)	$	—	$	(67	)(b)(c)	$	0

(a) Represents market value of loaned securities at period end.

(b) The Fund received cash collateral of approximately $71,000, which was subsequently invested in Repurchase Agreements and Morgan Stanley Institutional Liquidity Fund as reported 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 borrowings.

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, 2024:

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	$	71	$	—	$	—	$	—	$	71
Total Borrowings	$	71	$	—	$	—	$	—	$	71
Gross amount of recognized liabilities for securities lending transactions									$	71

5.  Indemnifications: The Company enters into contracts that contain a variety of indemnification clauses. The Company's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

6.  Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment

13

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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. 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) net of applicable withholding taxes. 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, co-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 $500 million			Over $500 million
	0.75	%		0.70	%

For the six months ended June 30, 2024, 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 0.95% for Class I shares, 1.30% for Class A shares, 2.05% for Class C shares and 0.90% for Class R6 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, 2024, approximately $8,000 of advisory fees were waived and approximately $107,000 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 distribution-related and/or shareholder support services to investors who purchase Class A and Class C shares.

E. Dividend Disbursing and Transfer/Co-Transfer Agent: The Company's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Company pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Funds of the Company.

14

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the six months ended June 30, 2024, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Statement of Operations, amounted to less than $500.

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, 2024, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $157,000 and $122,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the six months ended June 30, 2024.

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio (the "Liquidity Fund"), 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 Fund. For the six months ended June 30, 2024, advisory fees paid were reduced by less than $500 relating to the Fund's investment in the Liquidity Fund.

A summary of the Fund's transactions in shares of affiliated investments during the six months ended June 30, 2024 is as follows:

Affiliated Investment Company	Value December 31, 2023 (000)		Purchases at Cost (000)		Proceeds from Sales (000)		Dividend Income (000)
Liquidity Fund	$	196	$	241	$	250	$	4

Affiliated Investment Company (cont'd)	Realized Gain (Loss) (000)		Change in Unrealized Appreciation (Depreciation) (000)		Value June 30, 2024 (000)
Liquidity Fund	$	—	$	—	$	187

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, 2024, the Fund did not engage in any cross-trade transactions.

Each Director receives an annual retainer fee for serving as a Director of the Morgan Stanley Funds. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Company also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

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

15

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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 three-year period ended December 31, 2023 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 2023 and 2022 was as follows:

2023 Distributions Paid From:				2022 Distributions Paid From:
Ordinary Income (000)		Paid-in- Capital (000)		Ordinary Income (000)		Paid-in- Capital (000)
$	—	$	—	$	—	$	60

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, 2023.

At December 31, 2023, 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	$	—

At December 31, 2023, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $416,000 and $147,000, 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 $500,000,000 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 for any funds drawn will be based on the federal funds 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, which is allocated among participating funds based on relative net assets. During the six months ended June 30, 2024, the Fund did not have any borrowings under the Facility.

J. Other: At June 30, 2024, 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 55.2%.

K. Market Risk: The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. The occurrence of such events may be sudden and unexpected, and it is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). Any such event(s) could have a significant adverse impact on the value, liquidity and risk profile of the Fund's portfolio, as well as its ability to sell securities and/or meet redemptions. Any

16

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (unaudited)

Notes to Financial Statements (cont'd)

such event(s) or similar types of factors and developments may also adversely affect the financial performance of the Fund's investments (and, in turn, the Fund's investment results) and/or negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate preexisting risks to the Fund.

17

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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, 2023, 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 but below its peer group average for the period since its inception in December 2021. 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.

18

Morgan Stanley Institutional Fund, Inc.

June 30, 2024 (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.

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

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.
1585 Broadway
New York, New York 10036

© 2024 Morgan Stanley. Morgan Stanley Distribution, Inc.

MSVEX-NCSR 6.30.24

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies

Not applicable.

Item 9. Proxy Disclosures for Open-End Management Investment Companies

Not applicable.

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies

The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract

This information is disclosed in the Semi-Annual Financial Statements and Additional Information under Item 7 of this Form N-CSR.

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 13. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 15. 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 16. Controls and Procedures

(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

(b) There have been no changes in the registrant’s internal controls over financial reporting during the 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 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

Not applicable.

Item 18. Recovery of Erroneously Awarded Compensation

Not applicable.

Item 19. Exhibits

(a)(1) Registrant’s Code of Ethics – Not applicable (please see Item 2).

(a)(2)(i) Principal Financial Officer’s Section 302 certification.

(a)(2)(ii) Principal Executive Officer’s Section 302 certification.

(b) Combined 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.

By:	/s/ John H. Gernon
	John H. Gernon
	Principal Executive Officer

Date: August 20, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Francis J. Smith
	Francis J. Smith
	Principal Financial Officer

Date: August 20, 2024

By:	/s/ John H. Gernon
	John H. Gernon
	Principal Executive Officer

Date: August 20, 2024