As a shareholder of the Fund, you incur two types of costs: (1) transactional costs; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested at the beginning of the six-month period ended December 31, 2023 and held for the entire six-month period.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the information for each class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value 7/1/23		Actual Ending Account Value 12/31/23		Hypothetical Ending Account Value		Actual Expenses Paid During Period*		Hypothetical Expenses Paid During Period*		Net Expense Ratio During Period**
Advantage Portfolio Class I	$	1,000.00	$	1,083.90	$	1,021.27	$	4.10	$	3.97		0.78	%
Advantage Portfolio Class A		1,000.00		1,082.30		1,019.76		5.67		5.50		1.08
Advantage Portfolio Class L		1,000.00		1,083.10		1,020.67		4.73		4.58		0.90
Advantage Portfolio Class C		1,000.00		1,077.70		1,015.93		9.64		9.35		1.84
Advantage Portfolio Class R6		1,000.00		1,083.90		1,021.58		3.78		3.67		0.72

* Expenses are calculated using each Fund Class' annualized net expense ratio (as disclosed), multiplied by the average account value over the period and multiplied by 184/365 (to reflect the most recent one-half year period).

Refer to Note B in the Notes to Consolidated Financial Statements for discussion of prior period transfer agency and sub transfer agency fees that were reimbursed in the current period.

** Annualized.

The Fund seeks long-term capital appreciation.

Performance

For the fiscal year ended December 31, 2023, the Fund's Class I shares had a total return based on net asset value and reinvestment of distributions per share of 46.28%, net of fees. The Fund's Class I shares outperformed the Fund's benchmark, the Russell 1000® Growth Index (the "Index"), which returned 42.68%.

Please keep in mind that double-digit returns are highly unusual and cannot be sustained. Investors should also be aware that these returns were primarily achieved during favorable market conditions.

Factors Affecting Performance

• Surprised by the economy's resilience amid rising interest rates and persistently high (but falling) inflation, U.S. stocks performed well in 2023. The year saw its share of uncertainty, with recession fears dominating the start of the year, a regional banking crisis triggered by high interest rates, concerns about the U.S. government's debt levels and budget, and multiple geopolitical flashpoints. However, by year-end, the U.S. Federal Reserve signaled it was likely finished lifting interest rates after pausing the hiking cycle halfway through the year. This triggered a stock market rally and retreat in long-term bond yields in the final two months of 2023. Additionally, excitement about artificial intelligence drove a narrow group of mega-cap technology stocks to significantly outperform, adding meaningfully to the broader market's gain in the year.

• Large-cap growth equities, as measured by the Index, advanced over the year. All sectors in the Index were positive, led by information technology, communication services and consumer discretionary. Energy, utilities and consumer staples posted the smallest gains in the Index.

• Counterpoint Global seeks high quality companies, which we define primarily as those with sustainable competitive advantages. We manage focused portfolios that are highly differentiated from the benchmark, with securities weighted on our assessment of the quality of the company and our conviction. The value added or detracted in any period of time will typically result from stock selection, given our philosophy and process.

• The long-term investment horizon and conviction-weighted investment approach embraced by the team since 1998 can result in periods of performance deviation from the benchmark and peers. The Fund outperformed the Index in this reporting period due to favorable sector allocations; stock selection was a small detractor.

• Stock selection in industrials was the greatest contributor to relative performance. A leading global ridesharing services platform that has leveraged its network, on-demand workforce and technology to establish additional marketplace solutions addressing product delivery was the leading contributor in the sector and across the portfolio. The company reported strong fundamental results characterized by continued healthy revenue growth, profit margin expansion and greater traction with new product offerings.

• Stock selection and an average overweight in consumer discretionary were advantageous to relative performance. A leading food delivery company in the United States was the greatest contributor in the sector and fourth greatest in the portfolio. The company reported better-than-expected results driven by accelerating sales growth, operational efficiencies and disciplined expense management.

• Consumer staples, energy and real estate — which the portfolio did not have exposure to — were positive contributors to relative performance while the portfolio's lack of exposure to utilities had a neutral impact on relative performance.

• Conversely, stock selection in health care was the greatest detractor from relative performance. One of the largest buyers of biopharmaceutical royalties and a leading funder of innovation across academic institutions, non-profits, biotechnology and pharmaceutical companies was the greatest detractor in the sector and third greatest across the portfolio. The company reported solid results, but its shares remained pressured due to investors' ongoing concerns around clinical trial results for a few of its partners' new therapies and the impact to potential related royalties.

• Stock selection in communication services also had an adverse impact on relative performance, although the benefit of an average overweight in the

Performance Compared to the Russell 1000^® Growth Index⁽¹⁾ and the Lipper Multi-Cap Growth Funds Index⁽²⁾

	Period Ended December 31, 2023 Total Returns⁽³⁾
				Average Annual
	One Year			Five Years			Ten Years			Since Inception⁽⁷⁾
Fund — Class I Shares w/o sales charges⁽⁴⁾		46.28	%		7.05	%		9.13	%		10.18	%
Fund — Class A Shares w/o sales charges⁽⁴⁾		45.85			6.72			8.77			12.00
Fund — Class A Shares with maximum 5.25% sales charges⁽⁴⁾		38.25			5.57			8.18			11.55
Fund — Class L Shares w/o sales charges⁽⁴⁾		46.07			6.93			9.00			10.05
Fund — Class C Shares w/o sales charges⁽⁶⁾		44.64			5.94			—			7.71
Fund — Class C Shares with maximum 1.00% deferred sales charges⁽⁶⁾		43.64			5.94			—			7.71
Fund — Class R6 Shares w/o sales charges⁽⁵⁾		46.31			7.10			9.18			10.40
Russell 1000^® Growth Index		42.68			19.50			14.86			13.21
Lipper Multi-Cap Growth Funds Index		35.17			14.56			11.24			10.52

Performance data quoted represents past performance, which is no guarantee of future results, and current performance may be lower or higher than the figures shown. Performance assumes that all dividends and distributions, if any, were reinvested. For the most recent month-end performance figures, please visit www.morganstanley.com/im/shareholderreports. Investment return and principal value will fluctuate so that Fund shares, when redeemed, may be worth more or less than their original cost. Total returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance of share classes will vary due to difference in sales charges and expenses. Fund's total returns are calculated based on the net asset value as of the last business day of the period.

⁽¹⁾ The Russell 1000^® Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000^® Index companies with higher price-to-book ratios and higher forecasted growth values. The Russell 1000^® Index is an index of approximately 1,000 of the largest U.S. companies based on a combination of market capitalization and current index membership. The Index is unmanaged and its returns do not include any sales charges or fees. Such costs would lower performance. It is not possible to invest directly in an index.

⁽²⁾ The Lipper Multi-Cap Growth Funds Index is an equally weighted performance index of the largest qualifying funds (based on net assets) in the Lipper Multi-Cap Growth Funds classification. The Index, which is adjusted for capital gains distributions and income dividends, is unmanaged and should not be considered an investment. There are currently 30 funds represented in this Index. The Funds' Lipper category changed from Lipper Multi-Cap Growth Funds to Lipper Large-Cap Growth Funds.

⁽³⁾ Total returns for the Fund reflect fees waived and expenses reimbursed, if applicable, by the Adviser (as defined herein). Without such waivers and reimbursements, total returns would have been lower.

	Shares		Value (000)
Common Stocks (95.8%)
Automobiles (4.7%)
Tesla, Inc. (a)		38,772	$	9,634
Broadline Retail (7.1%)
Amazon.com, Inc. (a)		45,501		6,914
MercadoLibre, Inc. (a)		4,961		7,796
				14,710
Capital Markets (1.6%)
Intercontinental Exchange, Inc.		25,287		3,248
Entertainment (4.8%)
ROBLOX Corp., Class A (a)		218,553		9,992
Financial Services (6.3%)
Adyen NV (Netherlands) (a)		7,736		9,987
Block, Inc., Class A (a)		40,532		3,135
				13,122
Ground Transportation (8.6%)
Uber Technologies, Inc. (a)		238,874		14,707
Union Pacific Corp.		12,857		3,158
				17,865
Health Care Technology (1.5%)
Veeva Systems, Inc., Class A (a)		16,369		3,151
Hotels, Restaurants & Leisure (11.7%)
Airbnb, Inc., Class A (a)		68,590		9,338
DoorDash, Inc., Class A (a)		151,756		15,007
				24,345
Information Technology Services (24.7%)
Cloudflare, Inc., Class A (a)		242,476		20,189
Shopify, Inc., Class A (Canada) (a)		194,987		15,189
Snowflake, Inc., Class A (a)		79,895		15,899
				51,277
Interactive Media & Services (3.6%)
Meta Platforms, Inc., Class A (a)		2,949		1,044
ZoomInfo Technologies, Inc., Class A (a)		345,485		6,388
				7,432
Life Sciences Tools & Services (3.5%)
Danaher Corp.		13,611		3,149
Illumina, Inc. (a)		29,672		4,131
				7,280
Media (4.7%)
Trade Desk, Inc., Class A (a)		135,588		9,757
Pharmaceuticals (4.3%)
Royalty Pharma PLC, Class A		317,960		8,931
Software (5.2%)
Bill Holdings, Inc. (a)		69,770		5,693
Datadog, Inc., Class A (a)		42,077		5,107
				10,800

	Shares		Value (000)
Specialty Retail (3.5%)
Chewy, Inc., Class A (a)		149,463	$	3,532
Floor & Decor Holdings, Inc., Class A (a)		33,193		3,703
				7,235
Total Common Stocks (Cost $164,055)				198,779
Investment Company (2.6%)
Grayscale Bitcoin Trust (a) (Cost $4,055)		153,835		5,326
Short-Term Investment (1.0%)
Investment Company (1.0%)
Morgan Stanley Institutional Liquidity Funds — Treasury Securities Portfolio — Institutional Class (See Note G) (Cost $2,145)		2,144,514		2,145
Total Investments Excluding Purchased Options (99.4%) (Cost $170,255)				206,250
Total Purchased Options Outstanding (0.1%) (Cost $679)				122
Total Investments (99.5%) (Cost $170,934) (b)(c)(d)				206,372
Other Assets in Excess of Liabilities (0.5%)				1,058
Net Assets (100.0%)			$	207,430

(a) Non-income producing security.

(b) The approximate fair value and percentage of net assets, $9,987,000 and 4.8%, 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 December 31, 2023, the aggregate cost for federal income tax purposes is approximately $189,993,000. The aggregate gross unrealized appreciation is approximately $46,342,000 and the aggregate gross unrealized depreciation is approximately $28,687,000, resulting in net unrealized appreciation of approximately $17,655,000.

The accompanying notes are an integral part of the consolidated financial statements.
7

Call Options Purchased:

The Fund had the following call options purchased open at December 31, 2023:

Counterparty	Description	Strike Price		Expiration Date	Number of Contracts		Notional Amount (000)		Value (000)		Premiums Paid (000)		Unrealized Depreciation (000)
JPMorgan Chase Bank NA	USD/CNH	CNH	7.43	Jan-24		43,082,732	$	43,083	$	4	$	203	$	(199	)
Standard Chartered Bank	USD/CNH	CNH	7.57	May-24		56,717,357		56,717		60		240		(180	)
JPMorgan Chase Bank NA	USD/CNH	CNH	7.79	Aug-24		57,077,746		57,078		58		236		(178	)
									$	122	$	679	$	(557	)

CNH — Chinese Yuan Renminbi Offshore

USD — United States Dollar

The accompanying notes are an integral part of the consolidated financial statements.
8

Consolidated Statement of Assets and Liabilities	December 31, 2023 (000)
Assets:
Investments in Securities of Unaffiliated Issuers, at Value (Cost $168,789)	$	204,227
Investment in Security of Affiliated Issuer, at Value (Cost $2,145)		2,145
Total Investments in Securities, at Value (Cost $170,934)		206,372
Foreign Currency, at Value (Cost $3)		3
Receivable for Investments Sold		2,242
Receivable for Fund Shares Sold		63
Receivable from Affiliate		8
Dividends Receivable		3
Other Assets		55
Total Assets		208,746
Liabilities:
Payable for Fund Shares Redeemed		643
Due to Broker		280
Payable for Advisory Fees		241
Payable for Sub Transfer Agency Fees — Class I		35
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		10
Payable for Distribution and Shareholder Services Fees — Class L		—	@
Payable for Distribution and Shareholder Services Fees — Class C		19
Payable for Professional Fees		22
Payable for Administration Fees		14
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		32
Total Liabilities		1,316
Net Assets	$	207,430
Net Assets Consist of:
Paid-in-Capital	$	359,098
Total Accumulated Loss		(151,668	)
Net Assets	$	207,430

The accompanying notes are an integral part of the consolidated financial statements.
9

Consolidated Statement of Assets and Liabilities (cont'd)	December 31, 2023 (000)
CLASS I:
Net Assets	$	120,584
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		6,814,189
Net Asset Value, Offering and Redemption Price Per Share	$	17.70
CLASS A:
Net Assets	$	46,114
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		2,761,844
Net Asset Value, Redemption Price Per Share	$	16.70
Maximum Sales Load		5.25	%
Maximum Sales Charge	$	0.93
Maximum Offering Price Per Share	$	17.63
CLASS L:
Net Assets	$	1,616
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		92,512
Net Asset Value, Offering and Redemption Price Per Share	$	17.47
CLASS C:
Net Assets	$	21,811
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		1,428,815
Net Asset Value, Offering and Redemption Price Per Share	$	15.26
CLASS R6:
Net Assets	$	17,305
Shares Outstanding $0.001 par value shares of beneficial interest (unlimited shares authorized) (not in 000's)		970,988
Net Asset Value, Offering and Redemption Price Per Share	$	17.82

@ Amount is less than $500.

The accompanying notes are an integral part of the consolidated financial statements.
10

Consolidated Statement of Operations	Year Ended December 31, 2023 (000)
Investment Income:
Dividends from Securities of Unaffiliated Issuers (Net of $9 of Foreign Taxes Withheld)	$	425
Dividends from Security of Affiliated Issuer (Note G)		176
Total Investment Income		601
Expenses:
Advisory Fees (Note B)		1,442
Sub Transfer Agency Fees — Class I		153
Sub Transfer Agency Fees — Class A		44
Sub Transfer Agency Fees — Class L		1
Sub Transfer Agency Fees — Class C		17
Shareholder Services Fees — Class A (Note D)		109
Distribution and Shareholder Services Fees — Class L (Note D)		11
Distribution and Shareholder Services Fees — Class C (Note D)		217
Administration Fees (Note C)		177
Professional Fees		175
Registration Fees		84
Transfer Agency Fees — Class I (Note E)		11
Transfer Agency Fees — Class A (Note E)		8
Transfer Agency Fees — Class L (Note E)		3
Transfer Agency Fees — Class C (Note E)		8
Transfer Agency Fees — Class R6 (Note E)		3
Shareholder Reporting Fees		30
Custodian Fees (Note F)		21
Directors' Fees and Expenses		9
Pricing Fees		2
Other Expenses		29
Total Expenses		2,554
Waiver of Advisory Fees (Note B)		(173	)
Reimbursement of Class Specific Expenses — Class I (Note B)		(109	)
Reimbursement of Class Specific Expenses — Class L (Note B)		(2	)
Reimbursement of Class Specific Expenses — Class R6 (Note B)		(3	)
Reimbursement of Transfer Agency and Sub Transfer Agency Fees (Note B)		(82	)
Distribution Fees — Class L Shares waived (Note D)		(11	)
Rebate from Morgan Stanley Affiliate (Note G)		(7	)
Net Expenses		2,167
Net Investment Loss		(1,566	)
Realized Loss:
Investments Sold		(8,249	)
Foreign Currency Translation		(1	)
Net Realized Loss		(8,250	)
Change in Unrealized Appreciation (Depreciation):
Investments		89,274
Foreign Currency Translation		2
Net Change in Unrealized Appreciation (Depreciation)		89,276
Net Realized Loss and Change in Unrealized Appreciation (Depreciation)		81,026
Net Increase in Net Assets Resulting from Operations	$	79,460

The accompanying notes are an integral part of the consolidated financial statements.
11

Consolidated Statements of Changes in Net Assets	Year Ended December 31, 2023 (000)			Year Ended December 31, 2022 (000)
Increase (Decrease) in Net Assets:
Operations:
Net Investment Loss	$	(1,566	)	$	(3,125	)
Net Realized Loss		(8,250	)		(172,836	)
Net Change in Unrealized Appreciation (Depreciation)		89,276			(209,621	)
Net Increase (Decrease) in Net Assets Resulting from Operations		79,460			(385,582	)
Dividends and Distributions to Shareholders:
Class I		—			(28,344	)
Class A		—			(10,103	)
Class L		—			(335	)
Class C		—			(5,539	)
Class R6*		—			(4,001	)
Total Dividends and Distributions to Shareholders		—			(48,322	)
Capital Share Transactions, including direct exchanges pursuant to share class conversions for all periods presented, were as follows:⁽¹⁾
Class I:
Subscribed		45,229			124,402
Distributions Reinvested		—			27,125
Redeemed		(83,720	)		(324,038	)
Class A:
Subscribed		5,695			11,681
Distributions Reinvested		—			9,986
Redeemed		(15,983	)		(29,870	)
Class L:
Distributions Reinvested		—			335
Redeemed		(213	)		(914	)
Class C:
Subscribed		1,188			5,442
Distributions Reinvested		—			5,394
Redeemed		(7,762	)		(19,460	)
Class R6:*
Subscribed		603			7,496
Distributions Reinvested		—			4,001
Redeemed		(9,070	)		(10,010	)
Net Decrease in Net Assets Resulting from Capital Share Transactions		(64,033	)		(188,430	)
Total Increase (Decrease) in Net Assets		15,427			(622,334	)
Net Assets:
Beginning of Period		192,003			814,337
End of Period	$	207,430		$	192,003

The accompanying notes are an integral part of the consolidated financial statements.
12

Consolidated Statements of Changes in Net Assets (cont'd)	Year Ended December 31, 2023 (000)			Year Ended December 31, 2022 (000)
(1) Capital Share Transactions:
Class I:
Shares Subscribed		3,161			6,204
Shares Issued on Distributions Reinvested		—			2,067
Shares Redeemed		(5,625	)		(16,155	)
Net Decrease in Class I Shares Outstanding		(2,464	)		(7,884	)
Class A:
Shares Subscribed		398			588
Shares Issued on Distributions Reinvested		—			804
Shares Redeemed		(1,121	)		(1,547	)
Net Decrease in Class A Shares Outstanding		(723	)		(155	)
Class L:
Shares Issued on Distributions Reinvested		—			26
Shares Redeemed		(13	)		(44	)
Net Decrease in Class L Shares Outstanding		(13	)		(18	)
Class C:
Shares Subscribed		96			307
Shares Issued on Distributions Reinvested		—			471
Shares Redeemed		(603	)		(1,099	)
Net Decrease in Class C Shares Outstanding		(507	)		(321	)
Class R6:*
Shares Subscribed		42			332
Shares Issued on Distributions Reinvested		—			303
Shares Redeemed		(562	)		(562	)
Net Increase (Decrease) in Class R6 Shares Outstanding		(520	)		73

* Effective April 29, 2022, Class IS shares were renamed Class R6 shares.

The accompanying notes are an integral part of the consolidated financial statements.
13

	Class I
	Year Ended December 31,
Selected Per Share Data and Ratios	2023			2022			2021			2020⁽¹⁾			2019⁽¹⁾
Net Asset Value, Beginning of Period	$	12.10		$	33.57		$	43.28		$	26.06		$	20.98
Income (Loss) from Investment Operations:
Net Investment Loss⁽²⁾		(0.08	)		(0.14	)		(0.32	)		(0.19	)		(0.04	)
Net Realized and Unrealized Gain (Loss)		5.68			(17.90	)		(1.61	)		19.64			5.61
Total from Investment Operations		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	$	17.70		$	12.10		$	33.57		$	43.28		$	26.06
Total Return⁽³⁾		46.28	%⁽⁴⁾		(54.54	)%		(4.45	)%		74.79	%		26.60	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	120,584		$	112,250		$	576,158		$	656,030		$	296,843
Ratio of Expenses Before Expense Limitation		1.01	%		0.97	%		0.88	%		0.89	%		0.93	%
Ratio of Expenses After Expense Limitation		0.81	%⁽⁵⁾⁽⁶⁾		0.85	%⁽⁶⁾		0.85	%⁽⁶⁾		0.84	%⁽⁶⁾		0.84	%⁽⁶⁾
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			0.85	%⁽⁶⁾		N/A			N/A			0.84	%⁽⁶⁾
Ratio of Net Investment Loss		(0.54	)%⁽⁵⁾⁽⁶⁾		(0.68	)%⁽⁶⁾		(0.73	)%⁽⁶⁾		(0.54	)%⁽⁶⁾		(0.15	)%⁽⁶⁾
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%⁽⁷⁾		0.00	%⁽⁷⁾		0.00	%⁽⁷⁾		0.01	%		0.01	%
Portfolio Turnover Rate		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) Refer to Note B in the Notes to Consolidated Financial Statements for discussion of prior period transfer agency and sub transfer agency fees that were reimbursed in the current period. 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) 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	)%

(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) Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
14

	Class A
	Year Ended December 31,
Selected Per Share Data and Ratios	2023			2022			2021			2020⁽¹⁾			2019⁽¹⁾
Net Asset Value, Beginning of Period	$	11.45		$	32.26		$	42.02		$	25.42		$	20.54
Income (Loss) from Investment Operations:
Net Investment Loss⁽²⁾		(0.12	)		(0.19	)		(0.44	)		(0.28	)		(0.13	)
Net Realized and Unrealized Gain (Loss)		5.37			(17.19	)		(1.54	)		19.11			5.50
Total from Investment Operations		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	$	16.70		$	11.45		$	32.26		$	42.02		$	25.42
Total Return⁽³⁾		45.85	%⁽⁴⁾		(54.71	)%		(4.72	)%		74.27	%		26.20	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	46,114		$	39,913		$	117,424		$	130,176		$	80,743
Ratio of Expenses Before Expense Limitation		1.26	%		1.23	%		1.14	%		N/A			1.21	%
Ratio of Expenses After Expense Limitation		1.13	%⁽⁵⁾⁽⁶⁾		1.19	%⁽⁶⁾		1.14	%⁽⁶⁾		1.15	%⁽⁶⁾		1.19	%⁽⁶⁾
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			1.19	%⁽⁶⁾		N/A			N/A			1.19	%⁽⁶⁾
Ratio of Net Investment Loss		(0.87	)%⁽⁵⁾⁽⁶⁾		(1.02	)%⁽⁶⁾		(1.02	)%⁽⁶⁾		(0.84	)%⁽⁶⁾		(0.50	)%⁽⁶⁾
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%⁽⁷⁾		0.00	%⁽⁷⁾		0.00	%⁽⁷⁾		0.01	%		0.01	%
Portfolio Turnover Rate		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.

Period Ended				Expense Ratio				Net Investment Loss Ratio
December 31, 2023					1.18	%			(0.92	)%

(7) Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
15

	Class L
	Year Ended December 31,
Selected Per Share Data and Ratios	2023			2022			2021			2020⁽¹⁾			2019⁽¹⁾
Net Asset Value, Beginning of Period	$	11.96		$	33.31		$	43.04		$	25.95		$	20.92
Income (Loss) from Investment Operations:
Net Investment Loss⁽²⁾		(0.10	)		(0.16	)		(0.36	)		(0.21	)		(0.06	)
Net Realized and Unrealized Gain (Loss)		5.61			(17.76	)		(1.59	)		19.53			5.58
Total from Investment Operations		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	$	17.47		$	11.96		$	33.31		$	43.04		$	25.95
Total Return⁽³⁾		46.07	%⁽⁴⁾		(54.61	)%		(4.54	)%		74.65	%		26.44	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	1,616		$	1,261		$	4,120		$	5,391		$	4,363
Ratio of Expenses Before Expense Limitation		1.92	%		1.79	%		1.65	%		1.66	%		1.69	%
Ratio of Expenses After Expense Limitation		0.94	%⁽⁵⁾⁽⁶⁾		0.99	%⁽⁶⁾		0.94	%⁽⁶⁾		0.95	%⁽⁶⁾		0.95	%⁽⁶⁾
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			0.99	%⁽⁶⁾		N/A			N/A			0.95	%⁽⁶⁾
Ratio of Net Investment Loss		(0.68	)%⁽⁵⁾⁽⁶⁾		(0.81	)%⁽⁶⁾		(0.82	)%⁽⁶⁾		(0.64	)%⁽⁶⁾		(0.25	)%⁽⁶⁾
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%⁽⁷⁾		0.00	%⁽⁷⁾		0.00	%⁽⁷⁾		0.01	%		0.01	%
Portfolio Turnover Rate		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.

Period Ended				Expense Ratio				Net Investment Loss Ratio
December 31, 2023					0.99	%			(0.73	)%

(7) Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
16

	Class C
	Year Ended December 31,
Selected Per Share Data and Ratios	2023			2022			2021			2020⁽¹⁾			2019⁽¹⁾
Net Asset Value, Beginning of Period	$	10.55		$	30.48		$	40.44		$	24.68		$	20.10
Income (Loss) from Investment Operations:
Net Investment Loss⁽²⁾		(0.21	)		(0.31	)		(0.71	)		(0.50	)		(0.29	)
Net Realized and Unrealized Gain (Loss)		4.92			(16.19	)		(1.47	)		18.49			5.36
Total from Investment Operations		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	$	15.26		$	10.55		$	30.48		$	40.44		$	24.68
Total Return⁽³⁾		44.64	%⁽⁴⁾		(55.02	)%		(5.41	)%		73.10	%		25.27	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	21,811		$	20,422		$	68,793		$	71,419		$	42,054
Ratio of Expenses Before Expense Limitation		2.01	%		1.95	%		1.84	%		N/A			1.93	%
Ratio of Expenses After Expense Limitation		1.89	%⁽⁵⁾⁽⁶⁾		1.90	%⁽⁵⁾		1.84	%⁽⁵⁾		1.85	%⁽⁵⁾		1.90	%⁽⁵⁾
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			1.90	%⁽⁵⁾		N/A			N/A			1.90	%⁽⁵⁾
Ratio of Net Investment Loss		(1.62	)%⁽⁵⁾⁽⁶⁾		(1.72	)%⁽⁵⁾		(1.72	)%⁽⁵⁾		(1.55	)%⁽⁵⁾		(1.20	)%⁽⁵⁾
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%⁽⁷⁾		0.00	%⁽⁷⁾		0.00	%⁽⁷⁾		0.01	%		0.01	%
Portfolio Turnover Rate		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.

(5) 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."

(6) 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	)%

(7) Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
17

	Class R6⁽¹⁾
	Year Ended December 31,
Selected Per Share Data and Ratios	2023			2022			2021			2020⁽²⁾			2019⁽²⁾
Net Asset Value, Beginning of Period	$	12.18		$	33.74		$	43.41		$	26.12		$	21.02
Income (Loss) from Investment Operations:
Net Investment Loss⁽³⁾		(0.07	)		(0.13	)		(0.29	)		(0.16	)		(0.03	)
Net Realized and Unrealized Gain (Loss)		5.71			(18.00	)		(1.60	)		19.68			5.62
Total from Investment Operations		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	$	17.82		$	12.18		$	33.74		$	43.41		$	26.12
Total Return⁽⁴⁾		46.31	%⁽⁵⁾		(54.53	)%		(4.36	)%		74.93	%		26.64	%
Ratios to Average Net Assets and Supplemental Data:
Net Assets, End of Period (Thousands)	$	17,305		$	18,157		$	47,842		$	41,263		$	28,983
Ratio of Expenses Before Expense Limitation		0.90	%		0.86	%		0.77	%		N/A			0.83	%
Ratio of Expenses After Expense Limitation		0.77	%⁽⁶⁾⁽⁷⁾		0.81	%⁽⁷⁾		0.77	%⁽⁷⁾		0.79	%⁽⁷⁾		0.80	%⁽⁷⁾
Ratio of Expenses After Expense Limitation Excluding Interest Expenses		N/A			0.81	%⁽⁷⁾		N/A			N/A			0.80	%⁽⁷⁾
Ratio of Net Investment Loss		(0.50	)%⁽⁶⁾⁽⁷⁾		(0.64	)%⁽⁷⁾		(0.65	)%⁽⁷⁾		(0.47	)%⁽⁷⁾		(0.10	)%⁽⁷⁾
Ratio of Rebate from Morgan Stanley Affiliates		0.00	%⁽⁸⁾		0.00	%⁽⁸⁾		0.00	%⁽⁸⁾		0.01	%		0.01	%
Portfolio Turnover Rate		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) Refer to Note B in the Notes to Consolidated Financial Statements for discussion of prior period transfer agency fees that were reimbursed in the current period. 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) 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	)%

(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) Amount is less than 0.005%.

The accompanying notes are an integral part of the consolidated financial statements.
18

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. Effective April 29, 2022, Class IS shares were renamed Class R6 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, Advantage Cayman Portfolio, Ltd. (the "Subsidiary"). The Subsidiary may invest in bitcoin indirectly through cash settled futures or indirectly through investments in Grayscale Bitcoin Trust (BTC) ("GBTC"), a privately offered investment vehicle that invests in bitcoin. 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 invest-

ments 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 December 31, 2023, the Subsidiary represented approximately $5,671,000 or approximately 2.73% 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 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 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 December 31, 2023:

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	$	9,634	$	—	$	—	$	9,634
Broadline Retail		14,710		—		—		14,710
Capital Markets		3,248		—		—		3,248
Entertainment		9,992		—		—		9,992
Financial Services		3,135		9,987		—		13,122
Ground Transportation		17,865		—		—		17,865
Health Care Technology		3,151		—		—		3,151
Hotels, Restaurants & Leisure		24,345		—		—		24,345
Information Technology Services		51,277		—		—		51,277
Interactive Media & Services		7,432		—		—		7,432
Life Sciences Tools & Services		7,280		—		—		7,280
Media		9,757		—		—		9,757
Pharmaceuticals		8,931		—		—		8,931
Software		10,800		—		—		10,800
Specialty Retail		7,235		—		—		7,235
Total Common Stocks		188,792		9,987		—		198,779
Investment Company		5,326		—		—		5,326
Call Options Purchased		—		122		—		122
Short-Term Investment
Investment Company		2,145		—		—		2,145
Total Assets	$	196,263	$	10,109	$	—	$	206,372

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 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.

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 December 31, 2023:

Asset Derivatives
Consolidated Statement
of Assets and
Liabilities Location

Primary Risk
Exposure

Value
(000)

Purchased Options

Investments, at Value
(Purchased Options)

Currency Risk

122

(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 year ended December 31, 2023 in accordance with ASC 815:

Realized Gain (Loss)
Primary Risk Exposure	Derivative Type	Value (000)
Currency Risk	Investments (Purchased Options)	$	(622	)(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)	$	(332	)(a)

(a) Amounts are included in Change in Unrealized Appreciation (Depreciation) on Investments in the Consolidated Statement of Operations.

At December 31, 2023, 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	$	122	(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 December 31, 2023:

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(b) (000)			Net Amount (not less than $0) (000)
JPMorgan Chase Bank NA	$	62	$	—	$	(62	)	$	0
Standard Chartered Bank		60		—		(60	)		0
Total	$	122	$	—	$	(122	)	$	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 year ended December 31, 2023, the approximate average monthly amount outstanding for each derivative type is as follows:

Purchased Options:
Average monthly notional amount					176,833,000

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 year ended December 31, 2023, 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 0.85% 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 year ended December 31, 2023, approximately $173,000 of advisory fees were waived and approximately $114,000 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.

The Adviser agreed to reimburse the Fund for prior years overpayment of transfer agency and sub transfer agency fees. This was reflected as "Reimbursement of Transfer Agency and Sub Transfer Agency Fees" in the Consolidated Statement of Operations.

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 year ended December 31, 2023, this waiver amounted to approximately $11,000.

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 year ended December 31, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer Agency Fees" in the Consolidated 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 year ended December 31, 2023, purchases and sales of investment securities for the Fund, other than long-term U.S. Government securities and short-term investments were approximately $90,547,000 and $158,536,000, respectively. There were no purchases and sales of long-term U.S. Government securities for the year ended December 31, 2023.

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 year ended December 31, 2023, 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 year ended December 31, 2023 is as follows:

Affiliated Investment Company				Value December 31, 2022 (000)				Purchases At Cost (000)				Proceeds From Sales (000)				Dividend Income (000)
Liquidity Fund				$	1,672			$	85,026			$	84,553			$	176

Affiliated Investment Company (cont'd)				Realized Gain (Loss) (000)				Change in Unrealized Appreciation (Depreciation) (000)				Value December 31, 2023 (000)
Liquidity Fund				$	—			$	—			$	2,145

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 year ended December 31, 2023, the Fund did not engage in any cross-trade transactions.

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.

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 $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. Effective April 17, 2023, the committed line amount increased to $500,000,000. 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 year ended December 31, 2023, the Fund did not have any borrowings under the Facility.

J. Other: At December 31, 2023, 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 investments in GBTC, a privately offered investment vehicle that invests in bitcoin. 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 GBTC (and the Fund's indirect exposure to such bitcoin) is also susceptible to these risks. The value of the GBTC investments in cryptocurrency is subject to fluctuations in the value of the cryptocurrency, which have been and may in the future be highly volatile. 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 GBTC exposure to cryptocurrency 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. It is difficult to predict when 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). These events may negatively impact broad segments of businesses and populations and have

To the Shareholders of Advantage Portfolio and the Board of Directors of
Morgan Stanley Institutional Fund, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated statement of assets and liabilities of Advantage Portfolio (the "Fund") (one of the funds constituting Morgan Stanley Institutional Fund, Inc. (the "Company")), including the consolidated portfolio of investments, as of December 31, 2023, and the related consolidated statement of operations for the year then ended, the consolidated statements of changes in net assets for each of the two years in the period then ended, the consolidated financial highlights for each of the three years in the period then ended, the financial highlights for each of the two years in the period ended December 31, 2020 and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Fund (one of the funds constituting Morgan Stanley Institutional Fund, Inc.) at December 31, 2023, the consolidated results of its operations for the year then ended, the consolidated changes in its net assets for each of the two years in the period then ended, its consolidated financial highlights for each of the three years in the period then ended and its financial highlights for each of the two years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of the Company's internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023, by correspondence with the custodian, brokers and others; when replies were not received from brokers and others, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Morgan Stanley investment companies since 2000.
Boston, Massachusetts
February 29, 2024

In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Directors (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.

At a meeting held on March 1-2, 2023, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2022, through December 31, 2022, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.

In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.

Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.

The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.

There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.

Reporting to Shareholders

Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its semi-annual and annual reports within 60 days of the end of the fund's second and fourth fiscal quarters. The semi-annual and annual reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley makes these reports available on its public website, www.morganstanley.com/im. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT and monthly holding for each money market fun on Form N-MFP. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may, however, obtain Form N-PORT filings (as well as the Form N-CSR, N-CSRS and N-MFP filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).

Proxy Voting Policies and Procedures and Proxy Voting Record

You may obtain a copy of the Company's Proxy Voting Policy and Procedures and information regarding how the Company voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, without charge, upon request, by calling toll free 1 (800) 869-6397 or by visiting our website at www.morganstanley.com/im. This information is also available on the SEC's website at www.sec.gov.

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., which describes in detail the fund's investment policies, risks, fees and expenses. Please read the prospectus carefully before you invest or send money. For additional information, including information regarding the investments comprising the Fund, please visit our website at www.morganstanley.com/im or call toll free 1 (800) 869-6397.

Householding Notice

To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling 1 (800) 869-6397, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.

Tailored Shareholder Reports

Effective January 24, 2023, the SEC adopted rule and form amendments to require open-end mutual funds and ETFs to transmit concise and visually engaging streamlined annual and semi-annual reports to shareholders that highlight key information. Other information, including financial statements, will no longer appear in a streamlined shareholder report but must be available online, delivered free of charge upon request, and filed on a semi-annual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. At this time, management is evaluating the impact of these amendments on the shareholder reports for the Morgan Stanley Funds.

FACTS				WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION?
Why?				Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What?				The types of personal information we collect and share depend on the product or service you have with us. This information can include: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ checking account number and wire transfer instructions
How?				All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing.

Reasons we can share your personal information	Does MSIM share?	Can you limit this sharing?
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	Yes	No
For our marketing purposes — to offer our products and services to you	Yes	No
For joint marketing with other financial companies	No	We don't share
For our investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness	Yes	Yes
For our affiliates' everyday business purposes — information about your transactions and experiences	Yes	No
For our affiliates' everyday business purposes — information about your creditworthiness	No	We don't share
For our investment management affiliates to market to you	Yes	Yes
For our affiliates to market to you	No	We don't share
For non-affiliates to market to you	No	We don't share

To limit our sharing				Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing.
Questions?				Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com

Who we are

Who is providing this notice?

Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below)

What we do

How does MSIM protect my personal information?				To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information.
How does MSIM collect my personal information?				We collect your personal information, for example, when you ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.
Why can't I limit all sharing?				Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law.

Independent Directors:

Name, Address and Birth
Year of Independent Director

Position(s)
Held with
Registrant

Length of Time
Served*

Principal Occupation(s) During Past 5 Years and Other
Relevant Professional Experience

Number of
Funds in
Fund Complex
Overseen by
Independent
Director**

Other Directorships
Held by Independent
Director During
Past 5 Years***

Frank L. Bowman
c/o Perkins Coie LLP
Counsel to the Independent
Directors
1155 Avenue of the Americas
22nd Floor
New York, NY 10036
Birth Year: 1944

Director

Since August
2006

President, Strategic Decisions, LLC (consulting) (since February 2009); Director or Trustee of various Morgan Stanley Funds (since August 2006); Chairperson of the Compliance and Insurance Committee (since October 2015); formerly, Chairperson of the Insurance Sub-Committee of the Compliance and Insurance Committee (2007-2015); served as President and Chief Executive Officer of the Nuclear Energy Institute (policy organization) (February 2005-November 2008); retired as Admiral, U.S. Navy after serving over 38 years on active duty including 8 years as Director of the Naval Nuclear Propulsion Program in the Department of the Navy and the U.S. Department of Energy (1996-2004); served as Chief of Naval Personnel (July 1994-September 1996) and on the Joint Staff as Director of Political Military Affairs (June 1992-July 1994); knighted as Honorary Knight Commander of the Most Excellent Order of the British Empire; awarded the Officier de l'Orde National du Mèrite by the French Government; elected to the National Academy of Engineering (2009).

Director of Naval and Nuclear Technologies LLP; Director Emeritus of the Armed Services YMCA; Member of the National Security Advisory Council of the Center for U.S. Global Engagement and a former member of the CNA Military Advisory Board; Chairman of the Board of Trustees of Fairhaven United Methodist Church; Member of the Board of Advisors of the Dolphin Scholarship Foundation; Director of other various nonprofit organizations; formerly, Director of BP, plc (November 2010-May 2019).

Frances L. Cashman
c/o Perkins Coie LLP
Counsel to the Independent
Directors
1155 Avenue of the Americas
22nd Floor
New York, NY 10036
Birth Year: 1961

Director

Since February
2022

Chief Executive Officer, Asset Management Portfolio, Delinian Ltd. (financial information) (May 2021-Present); Executive Vice President and various other roles, Legg Mason & Co. (asset management) (2010-2020); Managing Director, Stifel Nicolaus (2005-2010).

Formerly, Trustee and Investment Committee Member, GeorgiaTech Foundation (since June 2019); Trustee and Chair of Marketing Committee, and Member of Investment Committee, Loyola Blakefield (2017-2023); Trustee, MMI Gateway Foundation (2017-2023); Director and Investment Committee Member, Catholic Community Foundation Board (2012-2018); Director and Investment Committee Member, St. Ignatius Loyola Academy (2011-2017).

Kathleen A. Dennis
c/o Perkins Coie LLP
Counsel to the Independent
Directors
1155 Avenue of the Americas
22nd Floor
New York, NY 10036
Birth Year: 1953

Director

Since August
2006

Chairperson of the Governance Committee (since January 2021), Chairperson of the Liquidity and Alternatives Sub-Committee of the Investment Committee (2006-2020) and Director or Trustee of various Morgan Stanley Funds (since August 2006); President, Cedarwood Associates (mutual fund and investment management consulting) (since July 2006); formerly, Senior Managing Director of Victory Capital Management (1993-2006); Senior Vice President, Chase Bank (1984-1993).

Board Member, University of Albany Foundation (2012-present); Board Member, Mutual Funds Directors Forum (2014-present); Director of various non-profit organizations.

Independent Directors: (cont'd)

Name, Address and Birth
Year of Independent Director

Position(s)
Held with
Registrant

Length of Time
Served*

Principal Occupation(s) During Past 5 Years and Other
Relevant Professional Experience

Number of
Funds in
Fund Complex
Overseen by
Independent
Director**

Other Directorships
Held by Independent
Director During
Past 5 Years***

Nancy C. Everett
c/o Perkins Coie LLP
Counsel to the Independent
Directors
1155 Avenue of the Americas
22nd Floor
New York, NY 10036
Birth Year: 1955

Director

Since January
2015

Chairperson of the Equity Investment Committee (since January 2021); Director or Trustee of various Morgan Stanley Funds (since January 2015); Chief Executive Officer, Virginia Commonwealth University Investment Company (since November 2015); Owner, OBIR, LLC (institutional investment management consulting) (since June 2014); formerly, Managing Director, BlackRock, Inc. (February 2011-December 2013) and Chief Executive Officer, General Motors Asset Management (a/k/a Promark Global Advisors, Inc.) (June 2005-May 2010).

Formerly, Member of Virginia Commonwealth University School of Business Foundation (2005-2016); Member of Virginia Commonwealth University Board of Visitors (2013-2015); Member of Committee on Directors for Emerging Markets Growth Fund, Inc. (2007-2010); Chairperson of Performance Equity Management, LLC (2006-2010); and Chairperson, GMAM Absolute Return Strategies Fund, LLC (2006-2010).

Eddie A. Grier
c/o Perkins Coie LLP
Counsel to the Independent
Directors
1155 Avenue of the Americas
22nd Floor
New York, NY 10036
Birth Year: 1955

Director

Since February
2022

Dean, Santa Clara University Leavey School of Business (since July 2021); Dean, Virginia Commonwealth University School of Business (2010-2021); President and various other roles, Walt Disney Company (entertainment and media) (1981-2010).

Director, Witt/Keiffer, Inc. (executive search) (since 2016); Director, NuStar GP, LLC (energy) (since August 2021); Director, Sonida Senior Living, Inc. (residential community operator) (2016-2021); Director, NVR, Inc. (homebuilding) (2013-2020); Director, Middleburg Trust Company (wealth management) (2014-2019); Director, Colonial Williamsburg Company (2012-2021); Regent, University of Massachusetts Global (since 2021); Director and Chair, ChildFund International (2012-2021); Trustee, Brandman University (2010-2021); Director, Richmond Forum (2012-2019).

Independent Directors: (cont'd)

Name, Address and Birth
Year of Independent Director

Position(s)
Held with
Registrant

Length of Time
Served*

Principal Occupation(s) During Past 5 Years and Other
Relevant Professional Experience

Number of
Funds in
Fund Complex
Overseen by
Independent
Director**

Other Directorships
Held by Independent
Director During
Past 5 Years***

Jakki L. Haussler
c/o Perkins Coie LLP
Counsel to the Independent
Directors
1155 Avenue of the Americas
22nd Floor
New York, NY 10036
Birth Year: 1957

Director

Since January
2015

Chairperson of the Audit Committee (since January 2023) and Director or Trustee of various Morgan Stanley Funds (since January 2015); Chairman, Opus Capital Group (since 1996); formerly, Chief Executive Officer, Opus Capital Group (1996-2019); Director, Capvest Venture Fund, LP (May 2000-December 2011); Partner, Adena Ventures, LP (July 1999-December 2010); Director, The Victory Funds (February 2005-July 2008).

Director, Vertiv Holdings Co. (VRT) (since August 2022); Director of Cincinnati Bell Inc. and Member, Audit Committee and Chairman, Governance and Nominating Committee (2008-2021); Director of Service Corporation International and Member, Audit Committee and Investment Committee; Director, Barnes Group Inc. (since July 2021); Member of Chase College of Law Center for Law and Entrepreneurship Board of Advisors; Director of Best Transport (2005-2019); Director of Chase College of Law Board of Visitors; formerly, Member, University of Cincinnati Foundation Investment Committee.

Dr. Manuel H. Johnson
c/o Johnson Smick
International, Inc.
220 I Street, NE
Suite 200
Washington, D.C. 20002
Birth Year: 1949

Director

Since July 1991

Senior Partner, Johnson Smick International, Inc. (consulting firm); Chairperson of the Fixed Income, Liquidity and Alternatives Investment Committee (since January 2021), Chairperson of the Investment Committee (2006-2020) and Director or Trustee of various Morgan Stanley Funds (since July 1991); Co-Chairman and a founder of the Group of Seven Council (G7C) (international economic commission); formerly, Chairperson of the Audit Committee (July 1991-September 2006); Vice Chairman of the Board of Governors of the Federal Reserve System and Assistant Secretary of the U.S. Treasury.

Director of NVR, Inc. (home construction).

Joseph J. Kearns
c/o Perkins Coie LLP
Counsel to the Independent
Directors
1155 Avenue of the Americas
22nd Floor
New York, NY 10036
Birth Year: 1942

Director

Since August 1994 (Retired
December 31, 2023)

Senior Adviser, Kearns & Associates LLC (investment consulting); Chairperson of the Audit Committee (2006-2022) and Director or Trustee of various Morgan Stanley Funds (since August 1994); formerly, Deputy Chairperson of the Audit Committee (July 2003-September 2006); CFO of the J. Paul Getty Trust (1982-1999).

Director, Rubicon Investments (since February 2019); Prior to August 2016, Director of Electro Rent Corporation (equipment leasing); Prior to December 31, 2013, Director of The Ford Family Foundation.

Independent Directors: (cont'd)

Name, Address and Birth
Year of Independent Director

Position(s)
Held with
Registrant

Length of Time
Served*

Principal Occupation(s) During Past 5 Years and Other
Relevant Professional Experience

Number of
Funds in
Fund Complex
Overseen by
Independent
Director**

Other Directorships
Held by Independent
Director During
Past 5 Years***

Michael F. Klein
c/o Perkins Coie LLP
Counsel to the Independent
Directors
1155 Avenue of the Americas
22nd Floor
New York, NY 10036
Birth Year: 1958

Director

Since August 2006

Chairperson of the Risk Committee (since January 2021); Managing Director, Aetos Alternatives Management, LP (since March 2000); Co-President, Aetos Alternatives Management, LP (since January 2004) and Co-Chief Executive Officer of Aetos Alternatives Management, LP (since August 2013); Chairperson of the Fixed Income Sub-Committee of the Investment Committee (2006-2020) and Director or Trustee of various Morgan Stanley Funds (since August 2006); formerly, Managing Director, Morgan Stanley & Co. Inc. and Morgan Stanley Dean Witter Investment Management and President, various Morgan Stanley Funds (June 1998-March 2000); Principal, Morgan Stanley & Co. Inc. and Morgan Stanley Dean Witter Investment Management (August 1997-December 1999).

Director of certain investment funds managed or sponsored by Aetos Alternatives Management, LP; Director of Sanitized AG and Sanitized Marketing AG (specialty chemicals).

Patricia A. Maleski
c/o Perkins Coie LLP
Counsel to the Independent
Directors
1155 Avenue of the Americas
22nd Floor
New York, NY 10036
Birth Year: 1960

Director

Since January 2017

Director or Trustee of various Morgan Stanley Funds (since January 2017); Managing Director, JPMorgan Asset Management (2004-2016); Oversight and Control Head of Fiduciary and Conflicts of Interest Program (2015-2016); Chief Control Officer — Global Asset Management (2013-2015); President, JPMorgan Funds (2010-2013); Chief Administrative Officer (2004-2013); various other positions including Treasurer and Board Liaison (since 2001).

Formerly, Trustee (January 2022 to March 2023), Treasurer (January 2023 to March 2023), and Finance Committee (January 2022 to March 2023).

W. Allen Reed
c/o Perkins Coie LLP
Counsel to the Independent Directors
1155 Avenue of the Americas
22nd Floor
New York, NY 10036
Birth Year: 1947

Chair of the Board and Director

Chair of the Board since August 2020 and Director since August 2006

Chair of the Boards of various Morgan Stanley Funds (since August 2020); Director or Trustee of various Morgan Stanley Funds (since August 2006); formerly, Vice Chair of the Boards of various Morgan Stanley Funds (January 2020-August 2020); President and Chief Executive Officer of General Motors Asset Management; Chairman and Chief Executive Officer of the GM Trust Bank and Corporate Vice President of General Motors Corporation (August 1994-December 2005).

Formerly, Director of Legg Mason, Inc. (2006-2019); and Director of the Auburn University Foundation (2010-2015).

* This is the earliest date the Director began serving the Morgan Stanley Funds. Each Director serves an indefinite term, until his or her successor is elected.

** The Fund Complex includes (as of December 31, 2023) all open-end and closed-end funds (including all of their portfolios) advised by Morgan Stanley Investment Management Inc. (the "Adviser") and any funds that have an adviser that is an affiliated person of the Adviser (including, but not limited to, Morgan Stanley AIP GP LP).

*** This includes any directorships at public companies and registered investment companies held by the Directors at any time during the past five years.

Executive Officers:

Name, Address and
Birth Year of Executive Officer

Position(s) Held
with
Registrant

Length of Time
Served*

Principal Occupation(s) During Past 5 Years

John H. Gernon
1585 Broadway
New York, NY 10036
Birth Year: 1963

President and Principal Executive Officer

Since
September
2013

President and Principal Executive Officer of the Equity and Fixed Income Funds and the Morgan Stanley AIP Funds (since September 2013) and the Liquidity Funds and various money market funds (since May 2014) in the Fund Complex; Managing Director of the Adviser.

Deidre A. Downes
1633 Broadway
New York, NY 10019
Birth Year: 1977

Chief Compliance Officer

Since
November
2021

Executive Director of the Adviser (since January 2021) and Chief Compliance Officer of various Morgan Stanley Funds (since November 2021). Formerly, Vice President and Corporate Counsel at PGIM and Prudential Financial (October 2016-December 2020).

Francis J. Smith
750 Seventh Avenue
New York, NY 10019
Birth Year: 1965

Treasurer and Principal Financial Officer

Treasurer
since July
2003 and
Principal
Financial
Officer since
September
2002

Managing Director of the Adviser and various entities affiliated with the Adviser; Treasurer (since July 2003) and Principal Financial Officer of various Morgan Stanley Funds (since September 2002).

Mary E. Mullin
1633 Broadway
New York, NY 10019
Birth Year: 1967

Secretary

Since June 1999

Managing Director of the Adviser and various entities affiliated with the Adviser; Secretary of various Morgan Stanley Funds (since June 1999).

Michael J. Key
1585 Broadway
New York, NY 10036
Birth Year: 1979

Vice President

Since June 2017

Vice President of the Equity and Fixed Income Funds, Liquidity Funds, various money market funds and the Morgan Stanley AIP Funds in the Fund Complex (since June 2017); Managing Director of the Adviser; Head of Product Development for Equity and Fixed Income Funds (since August 2013).

The Fund's statement of additional information includes further information about the Fund's Directors and Officers, and is available without charge by visiting www.morganstanley.com/im or upon request by calling 1 (800) 869-6397.

* This is the earliest date the officer began serving the Morgan Stanley Funds. Each officer serves an indefinite term, until his or her successor is elected.

This example is based on an investment of $1,000 invested at the beginning of the six-month period ended December 31, 2023 and held for the entire six-month period.

Actual Expenses

Hypothetical Example for Comparison Purposes

	Beginning Account Value 7/1/23		Actual Ending Account Value 12/31/23		Hypothetical Ending Account Value		Actual Expenses Paid During Period*		Hypothetical Expenses Paid During Period*		Net Expense Ratio During Period**
American Resilience Portfolio Class I	$	1,000.00	$	1,062.20	$	1,023.59	$	1.66	$	1.63		0.32	%
American Resilience Portfolio Class A		1,000.00		1,059.90		1,021.78		3.53		3.47		0.68
American Resilience Portfolio Class C		1,000.00		1,055.90		1,018.00		7.41		7.27		1.43
American Resilience Portfolio Class R6		1,000.00		1,061.70		1,023.79		1.46		1.43		0.28

Refer to Note B in the Notes to Financial Statements for discussion of prior period transfer agency and sub transfer agency fees that were reimbursed in the current period.

** Annualized.

Performance Compared to the S&P 500^® Index⁽¹⁾ the Lipper Large-Cap Core Funds Index⁽²⁾ the Lipper Multi-Cap Core Funds Index⁽³⁾

	Period Ended December 31, 2023 Total Returns⁽⁴⁾
				Average Annual
	One Year			Five Years		Ten Years		Since Inception⁽⁶⁾
Fund — Class I Shares w/o sales charges⁽⁵⁾		19.54	%		—		—		7.96	%
Fund — Class A Shares w/o sales charges⁽⁵⁾		19.20			—		—		7.58
Fund — Class A Shares with maximum 5.25% sales charges⁽⁵⁾		12.89			—		—		3.61
Fund — Class C Shares w/o sales charges⁽⁵⁾		18.21			—		—		6.79
Fund — Class C Shares with maximum 1.00% deferred sales charges⁽⁵⁾		17.21			—		—		6.79
Fund — Class R6 Shares w/o sales charges⁽⁵⁾		19.60			—		—		8.00
S&P 500^® Index		26.29			—		—		12.52
Lipper Large-Cap Core Funds Index		24.65			—		—		12.78
Lipper Multi-Cap Core Funds Index		24.16			—		—		12.10

⁽¹⁾ The Standard & Poor's 500^® Index (S&P 500^® Index) measures the performance of the large cap segment of the U.S. equities market, covering approximately 80% of the U.S. equities market. The Index includes 500 leading companies in leading industries of the U.S. economy. The Index is unmanaged and its returns do not include any sales charges or fees. Such costs would lower performance. It is not possible to invest directly in an index.

⁽²⁾ The Lipper Large-Cap Core Funds Index is an equally weighted performance index of the largest qualifying funds (based on net assets) in the Lipper Large-Cap Core Funds classification. The Index, which is adjusted for capital gains distributions and income dividends, is unmanaged and should not be considered an investment. There are currently 30 funds represented in this Index. As of the date of this report, the Fund was in the Lipper Large-Cap Core Funds classification.

⁽³⁾ The Lipper Multi-Cap Core Funds Index is an equally weighted performance index of the largest qualifying funds (based on net assets) in the Lipper Multi-Cap Core Funds classification. The Index, which is adjusted for capital gains distributions and income dividends, is unmanaged and should not be considered an investment. There are currently 30 funds represented in this Index. The Fund's Lipper category changed from Multi-Cap Core to Large-Cap Core.

⁽⁴⁾ Total returns for the Fund reflect fees waived and expenses reimbursed, if applicable, by the Adviser (as defined herein). Without such waivers and reimbursements, total returns would have been lower.

⁽⁵⁾ Commenced operations on July 29, 2022.

⁽⁶⁾ For comparative purposes, average annual since inception returns listed for the Indexes refer to the inception date of the Fund, not the inception of the Index.

Investment Management Affiliates				MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co.
Affiliates				Companies related by common ownership or control. They can be financial and non-financial companies. ◼ Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co.
Non-affiliates				Companies not related by common ownership or control. They can be financial and non-financial companies. ◼ MSIM does not share with non-affiliates so they can market to you.
Joint marketing				A formal agreement between non-affiliated financial companies that together market financial products or services to you. ◼ MSIM doesn't jointly market

Shareholders' Letter					2
Consolidated Expense Example					3
Investment Overview					4
Consolidated Portfolio of Investments					7
Consolidated Statement of Assets and Liabilities					9
Consolidated Statement of Operations					11
Consolidated Statements of Changes in Net Assets					12
Consolidated Financial Highlights					14
Notes to Consolidated Financial Statements					19
Report of Independent Registered Public Accounting Firm					29
Liquidity Risk Management Program					30
Important Notices					31
U.S. Customer Privacy Notice					32
Directors and Officers Information					35

Classification	Percentage of Total Investments
Other*		35.9	%
Information Technology Services		24.9
Hotels, Restaurants & Leisure		11.8
Ground Transportation		8.7
Broadline Retail		7.1
Financial Services		6.4
Software		5.2
Total Investments		100.0	%

Shareholders' Letter					2
Expense Example					3
Investment Overview					4
Portfolio of Investments					6
Statement of Assets and Liabilities					7
Statement of Operations					8
Statements of Changes in Net Assets					9
Financial Highlights					11
Notes to Financial Statements					15
Report of Independent Registered Public Accounting Firm					21
Liquidity Risk Management Program					22
Federal Tax Notice					23
Important Notices					24
U.S. Customer Privacy Notice					25
Directors and Officers Information					28

	Shares		Value (000)
Common Stocks (89.5%)
Beverages (1.9%)
Coca-Cola Co.		350	$	21
Capital Markets (6.6%)
FactSet Research Systems, Inc.		22		11
Intercontinental Exchange, Inc.		353		45
Moody's Corp.		46		18
				74
Commercial Services & Supplies (0.4%)
Veralto Corp.		57		5
Electronic Equipment, Instruments & Components (4.5%)
Amphenol Corp., Class A		249		25
CDW Corp.		110		25