SEC Division of Corporation Finance no-action letter: Morgan Stanley & Co. Incorporated

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
July20, 2009
Mr. Nabil Sabki
Kirkland & Ellis LLP
300 North LaSalle
Chicago, Illinois 60654
Re: In the Matter ofMorgan Stanley & Co. Incorporated, (HO-10196) Morgan Stanley - Waiver Request oflneligible Issuer Status uuder Rule 405 of the Securities Act Dear Mr.·Sabki:
This is in response to your letter dated July 17,2009, written on behalf ofMorgan Stanley (Company) and constituting an application for relieffrom the Company being considered an "ineligible issuer" under Rule 405(l)(vi) ofthe Securities Act of 1933 (Securities Act). The Company requests relief from being considered an "ineligible issuer" under Rule 405, due to the entry on July 20,2009, ofa Commission Order (Order) pursuant to Section 15(b) of the Securities Exchange Act of 1934 (Exchange Act) and Sections 203(e) and 203(k) ofthe Investment Advisers Act of 1940 (Advisers Act), naming the Company's wholly-owned subsidiary, Morgan Stanley & Co. Incorporated (MS&Co.), as a respondent. The Order, among other things, requires that MS&Co. cease and desist from committing or causing any violations and any future violations of Sections 204 and 206(2) ofthe Advisers Act, and Rule 204-2 thereunder. Based on the facts and representations in your letter, and assuming the Company and MS&Co. comply with the Order, the Commission, pursuant to delegated authority has determined that the Company has made a showing of good cause under Rule 405(2) and that the Company will not be considered an ineligible issuer by reason ofthe entry ofthe Order. Accordingly, the relief described above from the Company being an ineligible issuer under Rule 405 ofthe Securities Act is hereby granted. Any different facts from those represented or non-compliance with the Order might require us to reach a different conclusion. Sincerely, 7J1~d· livJj;#C1f Mary Kosterlitz Chief, Office of Enforcement Liaison Division of Corporation Finance