THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
522 Fifth Avenue
New York, NY 10036
April 19, 2013
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
100 F Street, NE
Washington, D.C. 20549
Attn: | Patrick F. Scott |
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Re: | The Universal Institutional Funds, Inc. |
| Securities Act File No. 333-184678 |
| Registration Statement on Form N-14 |
Dear Mr. Scott:
On behalf of The Universal Institutional Funds, Inc., a Maryland corporation (the “Registrant”), transmitted herewith for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, is the Registrant’s Registration Statement on Form N-14 (the “Registration Statement”) relating to a proposed Agreement and Plan of Reorganization, pursuant to which substantially all of the assets and liabilities of the Flexible Income Portfolio, a series of Morgan Stanley Select Dimensions Investment Series, will be transferred to the Core Plus Fixed Income Portfolio, a series of the Registrant, in exchange for shares of common stock of the Core Plus Fixed Income Portfolio.
No fees are required in connection with this filing. Should you have any questions regarding the Registration Statement or the foregoing matters, please do not hesitate to contact me at 212.296.6983 (tel) or 646.452.4799 (fax) or Kristin M. Hester of Dechert LLP at 212.649.8796 (tel) or 212.698.3599 (fax).
| Very truly yours, |
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| /s/ Tara A. Farrelly |
| Tara A. Farrelly |
| Assistant Secretary |
Enclosures
cc: Stefanie V. Chang Yu