MORGAN STANLEY INSTITUTIONAL FUND, INC.

Statement of Additional Information

April 28, 2023

Morgan Stanley Institutional Fund, Inc. (the “Company”) is an open-end management investment company consisting of 33 funds offering a variety of investment alternatives, all of which are included in this Statement of Additional Information (“SAI”) (each a “Fund” and collectively the “Funds”). Some or all of the Funds offer the following shares: Class I, Class A, Class L, Class C, Class R6 and Class IR. Following is a list of the 33 Funds included in this SAI:


	Share Class and Ticker Symbol
	I	A	L*	C	R6	IR
GLOBAL AND INTERNATIONAL EQUITY FUNDS:
Active International Allocation Portfolio	MSACX	MSIBX	MSLLX	MSAAX	MAIJX	MAIHX
Asia Opportunity Portfolio	MSAQX	MSAUX	—	MSAWX	MSAYX	—
Counterpoint Global Portfolio	GLCIX	GLCAX	—	GLCDX	GLCSX	—
Developing Opportunity Portfolio	MDOEX	MDOAX	—	MDOBX	MDODX	—
Emerging Markets Leaders Portfolio	MELIX	MELAX	—	MEMLX	MELSX	MSIWX
Emerging Markets Portfolio	MGEMX	MMKBX	MSELX	MSEPX	MMMPX	MRGEX
Global Concentrated Portfolio	MLNIX	MLNAX	—	MLNCX	MLNSX	—
Global Core Portfolio	MLMIX	MLMAX	—	MLMCX	MLMSX	—
Global Endurance Portfolio	MSJIX	MSJAX	—	MSJCX	MSJSX	—
Global Franchise Portfolio	MSFAX	MSFBX	MSFLX	MSGFX	MGISX	—
Global Insight Portfolio	MIGIX	MIGPX	MIGLX	MSPTX	MGZZX	—
Global Opportunity Portfolio	MGGIX	MGGPX	MGGLX	MSOPX	MGTSX	MGORX
Global Permanence Portfolio	MGKIX	MGKAX	—	MGKCX	MGKQX	—
Global Sustain Portfolio	MGQIX	MGQAX	MGQLX	MSGQX	MGQSX	—
International Advantage Portfolio	MFAIX	MFAPX	MSALX	MSIAX	IDVSX	—
International Equity Portfolio	MSIQX	MIQBX	MSQLX	MSECX	MIQPX	—
International Opportunity Portfolio	MIOIX	MIOPX	MIOLX	MSOCX	MNOPX	MRNPX
Next Gen Emerging Markets Portfolio	MFMIX	MFMPX	MFMLX	MSFEX	MSRFX	—
Sustainable Emerging Markets Portfolio	MSDUX	MSDQX	—	MSDOX	MSDMX	—
U.S. EQUITY FUNDS:
Advantage Portfolio	MPAIX	MAPPX	MAPLX	MSPRX	MADSX	—
Growth Portfolio	MSEQX	MSEGX	MSHLX	MSGUX	MGRPX	MGHRX
Inception Portfolio	MSSGX	MSSMX	MSSLX	MSCOX	MFLLX	—
Permanence Portfolio	MSHMX	MSHNX	—	MSHOX	MSHPX	—
US Core Portfolio	MUOIX	MUOAX	—	MUOCX	MUOSX	—
Vitality Portfolio	MSVDX	MSVEX	—	MSVMX	MSVOX	—
LISTED REAL ASSET FUNDS:
Global Focus Real Estate Portfolio	MSBDX	MSBEX	—	MSBKX	MSBPX	—
Global Infrastructure Portfolio	MTIIX	MTIPX	MTILX	MSGTX	MSGPX	MRGOX
Global Real Estate Portfolio	MRLAX	MRLBX	MGRLX	MSRDX	MGREX	MRLEX
U.S. Focus Real Estate Portfolio	MAAWX	MAAYX	—	MABBX	MABCX	—


U.S. Real Estate Portfolio	MSUSX	MUSDX	MSULX	MSURX	MURSX	MRETX
ASSET ALLOCATION FUND:
Multi-Asset Real Return Portfolio	MRJIX	MRJAX	—	MRJCX	MRJSX	—
RESILIENCE FUNDS:
American Resilience Portfolio	MSBVX	MSCUX	—	MSBWX	MSBQX	—
International Resilience Portfolio	MSDKX	MSDFX	—	MSDEX	MSCZX	—

The Company has suspended offering Class L shares of each Fund for sale to all investors. Existing Class L shareholders may invest in additional Class L shares through reinvestment of dividends and distributions. Class L shares of the American Resiliance, Asia Opportunity, Counterpoint Global, Developing Opportunity, Emerging Markets Leaders, Global Concentrated, Global Core, Global Endurance, Global Focus Real Estate, Global Permanence, International Resilience, Multi-Asset Real Return, Permanence, Sustainable Emerging Markets, US Core, U.S. Focus Real Estate and Vitality Portfolios are not being offered for sale at this time. You do not currently have the option of purchasing Class L shares.

This SAI is not a prospectus, but should be read in conjunction with the Funds’ prospectuses, each dated April 28, 2023, as may be supplemented from time to time. To obtain any of these prospectuses without charge, please call Morgan Stanley Shareholder Services toll-free at 1-800-869-6397.

The Funds’ most recent Annual Reports to Shareholders are separate documents supplied with this SAI and include the Funds’ audited financial statements, including notes thereto, and the reports of the Funds’ independent registered public accounting firm, which are incorporated by reference into this SAI. A copy of the Funds’ Annual Reports to Shareholders may be obtained without charge by calling 1-800-869-6397.

Certain Funds are “non-diversified” and, as such, such Funds’ investments are not required to meet certain diversification requirements under federal securities law. Compared with “diversified” funds or portfolios, each such Fund may invest a greater percentage of its assets in the securities of an individual corporation or governmental entity. Thus, the Fund’s assets may be focused in fewer securities than other funds. A decline in the value of those investments could cause the Fund’s overall value to decline to a greater degree. The Emerging Markets Leaders, Global Concentrated, Global Core, Global Focus Real Estate, Global Franchise, Global Infrastructure, Global Sustain, US Core, U.S. Focus Real Estate, U.S. Real Estate, American Resilience and International Resilience Portfolios are non-diversified portfolios.

INVESTMENT POLICIES AND STRATEGIES

This SAI provides additional information about the investment policies and operations of the Company and its Funds. Morgan Stanley Investment Management Inc. (the “Adviser”) acts as investment adviser to each Fund. Under the supervision of the Adviser, Morgan Stanley Investment Management Limited (“MSIM Limited”) acts as investment sub-adviser to the Global Franchise, Global Real Estate, Global Sustain, American Resilience, International Resilience and International Equity; Morgan Stanley Investment Management Company (“MSIM Company”) acts as investment sub-adviser to the Asia Opportunity, Emerging Markets Leaders, Emerging Markets, Sustainable Emerging Markets, Global Real Estate, and International Advantage Portfolios (MSIM Limited and MSIM Company are each referred to herein individually as the “Sub-Adviser” and together as the “Sub-Advisers”). References to the Adviser, when used in connection with its activities as investment adviser, include any Sub-Adviser acting under its supervision.

The following tables summarize the permissible strategies and investments for each Fund. These tables should be used in conjunction with the investment summaries for each Fund contained in the Prospectus in order to provide a more complete description of such Fund’s investment policies. More details about each investment and related risks are provided in the discussion following the tables.


GLOBAL AND INTERNATIONAL EQUITY FUNDS
	Active International Allocation	Asia Opportunity	Developing Opportunity	Emerging Markets	Emerging Markets Leaders	Next Gen Emerging Markets	Global Insight	Global Concentrated	Sustainable Emerging Markets
Agencies	X	X	X	X	X	X	X	X	X
Asset-Backed Securities						X
Bitcoin Exposure		X	X				X
Borrowing for Investment Purposes
Brady Bonds	X	X	X	X	X	X	X	X	X
Cash Equivalents	X	X	X	X	X	X	X	X	X
China Investments	X	X	X	X	X	X	X	X	X
Chinese Fixed-Income Investments
Combined Transactions	X	X	X	X	X	X	X	X	X
Commodity-Linked Investments						X
Common Stocks	X	X	X	X	X	X	X	X	X
Contracts for Difference	X	X	X	X	X	X	X	X	X
Convertible Securities	X	X	X	X	X	X	X	X	X
Corporates	X	X	X	X	X	X	X	X	X
Currency Forwards	X	X	X	X	X	X	X	X	X
Depositary Receipts	X	X	X	X	X	X	X	X	X
Emerging Market Securities	X	X	X	X	X	X	X	X	X
Eurodollar and Yankee Dollar Obligations	X	X	X	X	X	X	X	X	X
Exchange-Listed Equities via Stock Connect Program	X	X	X	X	X		X		X
Exchange-Traded Funds	X	X	X	X	X	X	X	X	X
Floaters
Foreign Corporate Fixed-Income Securities	X	X	X	X	X	X	X	X	X
Foreign Currency Transactions	X	X	X	X	X	X	X	X	X
Foreign Equity Securities	X	X	X	X	X	X	X	X	X
Foreign Government Fixed-Income Securities	X	X	X	X	X	X	X	X	X
Futures Contracts	X	X	X	X	X	X	X	X	X
High Yield Securities		X		X	X	X			X
Illiquid Investments	X	X	X	X	X	X	X	X	X
Inverse Floaters
Investment Company Securities	X	X	X	X	X	X	X	X	X


GLOBAL AND INTERNATIONAL EQUITY FUNDS
	Active International Allocation	Asia Opportunity	Developing Opportunity	Emerging Markets	Emerging Markets Leaders	Next Gen Emerging Markets	Global Insight	Global Concentrated	Sustainable Emerging Markets
Investment Funds	X	X	X	X	X	X	X	X	X
Investment Grade Securities	X	X	X	X	X	X	X	X	X
Investments in Saudi Arabia and the QFI Regime	X			X	X	X			X
IPOs	X	X	X	X	X	X	X	X	X
Loans of Portfolio Securities	X	X	X	X	X	X	X	X	X
Loan-Related Investments				X	X	X			X
Limited Partnership and Limited Liability Company Interests	X	X	X	X	X	X	X	X	X
Money Market Instruments	X	X	X	X	X	X	X	X	X
Mortgage-Related Securities		X	X			X	X	X
Municipals						X
Non-Publicly Traded Securities, Private Placements and Restricted Securities	X	X	X	X	X	X	X	X	X
Options	X	X	X		X		X	X
Preferred Stocks	X	X	X	X	X	X	X	X	X
Real Estate Investing	X	X	X	X	X	X	X	X	X
—REITs	X	X	X	X	X	X	X	X	X
—Foreign Real Estate Companies	X	X	X	X	X	X	X	X	X
—Specialized Ownership Vehicles	X	X	X	X	X	X	X	X	X
Repurchase Agreements	X	X	X	X	X	X	X	X	X
Reverse Repurchase Agreements						X
Rights	X	X	X	X	X	X	X	X	X
Short Sales
Special Purpose Acquisition Companies		X	X				X
Structured Investments		X	X	X	X	X	X	X	X
Swaps	X	X	X	X	X	X	X	X	X
Temporary Borrowing	X	X	X	X	X	X	X	X	X
Temporary Investments	X	X	X	X	X	X	X	X	X
U.S. Government Securities	X	X	X	X	X	X	X	X	X
Variable Interest Entities	X	X	X	X	X			X	X
Warrants	X	X	X	X	X	X	X	X	X
When-Issued and Delayed Delivery Securities and Forward Commitments	X	X	X	X	X	X	X	X	X
Zero Coupons, Pay-In-Kind Securities or Deferred Payment Securities	X	X	X	X	X	X	X	X	X


GLOBAL AND INTERNATIONAL EQUITY FUNDS
	Global Core	Counterpoint Global	Global Endurance	Global Franchise	Global Opportunity	Global Permanence	Global Sustain	International Advantage	International Equity	International Opportunity
Agencies	X	X	X	*	X	X	X	X	*	X
Asset-Backed Securities
Bitcoin Exposure		X			X	X		X		X
Borrowing for Investment Purposes
Brady Bonds	X	X	X		X	X			X	X
Cash Equivalents	X	X	X	X	X	X	X	X	X	X
China Investments	X	X	X	X	X	X	X	X	X	X
Chinese Fixed-Income Investments
Combined Transactions	X	X	X		X	X	X	X	X	X
Commodity-Linked Investments
Common Stocks	X	X	X	X	X	X	X	X	X	X
Contracts for Difference	X	X	X		X	X	X	X	X	X
Convertible Securities	X	X	X	X	X	X	X	X	X	X
Corporates	X	X	X	*	X	X	X	X	*	X
Currency Forwards	X	X	X	X	X	X	X	X	X	X
Depositary Receipts	X	X	X	X	X	X	X	X	X	X
Emerging Market Securities	X	X	X	X	X	X	X	X	X	X
Eurodollar and Yankee Dollar Obligations	X	X	X	X	X	X	X	X	X	X
Exchange-Listed Equities via Stock Connect Program		X	X	X	X	X	X	X	X	X
Exchange-Traded Funds	X	X	X	X	X	X	X	X	X	X
Floaters
Foreign Corporate Fixed-Income Securities	X	X	X		X	X		X	X	X
Foreign Currency Transactions	X	X	X	X	X	X	X	X	X	X
Foreign Equity Securities	X	X	X	X	X	X	X	X	X	X
Foreign Government Fixed-Income Securities	X	X	X		X	X		X	X	X
Futures Contracts	X	X	X		X	X	X	X	X	X
High Yield Securities		X
Illiquid Investments	X	X	X	X	X	X	X	X	X	X
Inverse Floaters
Investment Company Securities	X	X	X	X	X	X	X	X	X	X
Investment Funds	X	X	X	X	X	X	X	X	X	X
Investment Grade Securities	X	X	X	X	X	X	X	X	X	X
Investments in Saudi Arabia and the QFI Regime
IPOs	X	X	X	X	X	X	X	X	X	X
Limited Partnership and Limited Liability Company Interests	X	X	X	X	X	X	X	X	X	X
Loan-Related Investments


GLOBAL AND INTERNATIONAL EQUITY FUNDS
	Global Core	Counterpoint Global	Global Endurance	Global Franchise	Global Opportunity	Global Permanence	Global Sustain	International Advantage	International Equity	International Opportunity
Loans of Portfolio Securities	X	X	X	X	X	X	X	X	X	X
Money Market Instruments	X	X	X	X	X	X	X	X	X	X
Mortgage-Related Securities	X	X	X		X	X		X		X
Municipals
Non-Publicly Traded Securities, Private Placements and Restricted Securities	X	X	X	X	X	X	X	X	X	X
Options	X	X	X		X	X	X	X	X	X
Preferred Stocks	X	X	X	X	X	X	X	X	X	X
Real Estate Investing	X	X	X	X	X	X	X	X	X	X
—REITs	X	X	X	X	X	X	X	X	X	X
—Foreign Real Estate Companies	X	X	X	X	X	X	X	X	X	X
—Specialized Ownership Vehicles	X	X	X	X	X	X	X	X	X	X
Repurchase Agreements	X	X	X	X	X	X	X	X	X	X
Reverse Repurchase Agreements
Rights	X	X	X	X	X	X	X	X	X	X
Short Sales
Special Purpose Acquisition Companies		X	X		X	X		X		X
Structured Investments	X	X	X		X	X		X		X
Swaps	X	X	X		X	X	X	X	X	X
Temporary Borrowing	X	X	X	X	X	X	X	X	X	X
Temporary Investments	X	X	X	X	X	X	X	X	X	X
U.S. Government Securities	X	X	X	*	X	X	X	X	*	X
Variable Interest Entities	X	X			X			X	X	X
Warrants	X	X	X	X	X	X	X	X	X	X
When-Issued and Delayed Delivery Securities and Forward Commitments	X	X	X	X	X	X	X	X	X	X
Zero Coupons, Pay-In-Kind Securities or Deferred Payment Securities	X	X	X		X	X		X	X	X

*	This Fund may invest in certain U.S. Government Securities, Agencies and Corporates as described under Money Market Instruments and Temporary Investments.


U.S. EQUITY FUNDS
	Advantage	Growth	Inception	US Core	Permanence	Vitality
Agencies	X	X	X	X	X	X
Asset-Backed Securities
Bitcoin Exposure	X	X	X		X
Borrowing for Investment Purposes
Brady Bonds	X				X
Cash Equivalents	X	X	X	X	X	X
Chinese Fixed-Income Investments
Combined Transactions	X	X	X	X	X	X
Commodity-Linked Investments
Common Stocks	X	X	X	X	X	X
Contracts for Difference	X	X	X	X	X	X
Convertible Securities	X	X	X	X	X	X
Corporates	X	X	X	X	X	X
Currency Forwards	X	X	X	X	X	X
Depositary Receipts	X	X	X	X	X	X
Emerging Market Securities	X	X	X	X	X	X
Eurodollar and Yankee Dollar Obligations	X				X
Exchange-Listed Equities via Stock Connect Program	X				X
Exchange-Traded Funds	X	X	X	X	X	X
Floaters
Foreign Corporate Fixed-Income Securities	X				X
Foreign Currency Transactions	X	X	X	X	X	X
Foreign Equity Securities	X	X	X	X	X	X
Foreign Government Fixed-Income Securities	X				X
Futures Contracts	X	X	X	X	X	X
High Yield Securities
Illiquid Investments	X	X	X	X	X	X
Investment Company Securities	X	X	X	X	X	X
Investment Funds	X	X	X	X	X	X
Investment Grade Securities	X	X	X	X	X	X
Investments in Saudi Arabia and the QFI Regime
Inverse Floaters
IPOs	X	X	X	X	X	X


Investment Policies and Strategies	1
Investment Limitations	56
Disclosure of Portfolio Holdings	58
Purchase and Redemption of Shares	60
Account Policies and Features	62
Management of the Company	63
Investment Advisory and Other Services	77
Distribution and Shareholder Services Plans	92
Brokerage Practices	97
General Information	102
Taxes	102
Control Persons and Principal Holders of Securities	108
Performance Information	132
Potential Conflicts of Interest	141
Financial Statements	147
Appendix A -- Morgan Stanley Investment Management Proxy Voting Policy and Procedures	A-1
Appendix B -- Description of Ratings	B-1