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Stuart Strauss
stuart.strauss@dechert.com +1 212 698 3529 Direct +1 212 698 0452 Fax |
April 28, 2017
Securities and Exchange Commission
Judiciary Plaza
100 F Street, NE
Washington, D.C. 20549
Attention: Lisa Larkin, Division of Investment Management
Re: | Morgan Stanley Institutional Fund Trust (the “Fund”) (File No. 2-89729; 811-03980) |
Dear Ms. Larkin:
Thank you for your telephonic comments regarding the Fund’s registration statement on Form N-1A relating to disclosing variations to sales load waivers and discounts that would apply to investors that purchase shares through a single intermediary (or category of multiple intermediaries) to Core Plus Fixed Income Portfolio, Corporate Bond Portfolio, Global Multi-Asset Income Portfolio, Global Strategist Portfolio, High Yield Portfolio, Mid Cap Growth Portfolio, Short Duration Income Portfolio and Strategic Income Portfolio (each, a “Portfolio”) of the Fund, filed with the Securities and Exchange Commission (the “Commission”) on February 3, 2017. The Fund has considered your comments and has authorized us to make responses, changes and acknowledgements discussed below relating to the Fund’s registration statement on its behalf. Below, we describe the changes made to the registration statement in response to the Commission staff’s comments and provide any responses to or any supplemental explanations of such comments, as requested. These changes are expected to be reflected in Post-Effective Amendment No. 160 to the Fund’s registration statement on Form N-1A, which will be filed via EDGAR on or about April 28, 2017.
COMMENTS TO THE PROSPECTUS
Comment 1. | Please add disclosure, if applicable, that a Portfolio will provide shareholders at least 60 days’ notice prior to any change to its 80% policy. |
Response 1. The disclosure has been revised accordingly.
Comment 2. | With respect to the Global Multi-Asset Income Portfolio, please supplementally explain how using jurisdiction of organization in determining whether an issuer is an issuer of a particular country or region satisfies Rule 35d-1. |
Response 2. We believe that jurisdiction of organization is an appropriate factor for determining compliance with Rule 35d-1. Consistent with footnote 42 to the release adopting Rule 35d-1 (Release No. IC-24828, January 17, 2001), the Global Multi-Asset Income Portfolio intends to invest its assets in investments that are economically tied to a number of countries throughout the world. We would respectfully note that we believe that the Global Multi-Asset Income Portfolio’s current disclosure is consistent with the requirements of Rule 35d-1 and Form N-1A.
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If you would like to discuss any of these responses in further detail or if you have any questions, please feel free to contact me at (212) 698-3529 (tel). Thank you.
Best regards,
/s/ Stuart M. Strauss
Stuart M. Strauss
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