Morgan Stanley Institutional Fund, Inc. 1221 Avenue of the Americas New York, NY 10020 November 17, 2006 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Larry Greene, Division of Investment Management RE: MORGAN STANLEY INSTITUTIONAL FUND, INC. - GLOBAL FRANCHISE PORTFOLIO (FILE NO. 33-23166 811-05624) Dear Mr. Greene: Thank you for your telephonic comments on November 2, 2006 regarding the proxy statement on Schedule 14A for Morgan Stanley Institutional Fund, Inc. (the "Fund") on behalf of its Global Franchise Portfolio (the "Portfolio") filed with the Securities and Exchange Commission on November 1, 2006. Below, we describe the changes made to the proxy statement in response to the Staff's comments and provide any responses to or any supplemental explanations of such comments, as requested. These changes will be reflected in the definitive proxy materials, which will be filed via EDGAR on or about November 17, 2006. COMMENT 1. THE SECOND AND THIRD SENTENCES IN THE FIFTH PARAGRAPH ON PAGE 3 STATE: "THE ADVISER WILL RESERVE FREEDOM OF ACTION TO OPERATE THE PORTFOLIO IN A NON-DIVERSIFIED MANNER ONLY IF, AND WHEN, IT WOULD BE IN SHAREHOLDERS' BEST INTERESTS TO DO SO, PROVIDED THAT THE ADVISER DOES NOT OPERATE THE PORTFOLIO IN A NON-DIVERSIFIED MANNER WITHIN THREE CONSECUTIVE YEARS FOLLOWING SHAREHOLDER APPROVAL. 1940 ACT RULES WILL REQUIRE THE PORTFOLIO TO AGAIN SEEK SHAREHOLDER APPROVAL TO RESERVE FREEDOM OF ACTION TO OPERATE THE PORTFOLIO AS NON-DIVERSIFIED, IN THE EVENT THE PORTFOLIO IS SUBSEQUENTLY RECLASSIFIED, BY OPERATION OF LAW, AS A DIVERSIFIED FUND." PLEASE CLARIFY WHAT IS MEANT BY THESE SENTENCES. Response 1. The Adviser believes that a non-diversified classification is an essential tool in managing the Portfolio over time given the likelihood that the Portfolio may be invested in a limited number of issuers. However, at certain times the operation of the Portfolio as a non-diversified fund will not be beneficial to shareholders. Therefore, the Adviser currently intends to operate the Portfolio in a non-diversified manner in the next three years when beneficial to shareholders; however, in the event that the Portfolio operates in a diversified manner for a consecutive three-year period, under the 1940 Act interpretations the Portfolio would automatically convert to a diversified fund and the Portfolio would have to obtain shareholder approval in order to operate after that point in a non-diversified manner. We respectfully acknowledge the comment but believe the text is clear as currently drafted. COMMENT 2. PLEASE CLARIFY THE TIMING FOR SUBMISSION OF SHAREHOLDER PROPOSALS OTHER THAN THOSE COVERED BY RULE 14-8 IN THE SECTION TITLED "SUBMISSION OF SHAREHOLDER PROPOSALS." Response 2. We respectfully acknowledge the comment but believe the text is clear as currently drafted. The first sentence of this section states that the Fund doesn't hold annual shareholder meetings. The text indicates that shareholders must submit proposals to the Secretary of the Fund within a reasonable time before the Company begins to print and mail proxy materials for any subsequent meetings. As you have requested and consistent with SEC Release 2004-89, the Fund hereby acknowledges that: o the Fund is responsible for the adequacy and accuracy of the disclosure in the filings; o the Staff's comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filings; and o the Fund may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. If you would like to discuss any of these responses in further detail or if you have any questions, please feel free to contact me at (212) 762-5442. Thank you. Sincerely, /s/ Rita Rubin Rita Rubin
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CORRESP Filing
Morgan Stanley Institutional Fund CORRESPCorrespondence with SEC
Filed: 17 Nov 06, 12:00am