SEC Division of Investment Management staff letter: Morgan Stanley Money Market Funds

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
DIVISION OF
/ INVESTMENT MANAGEMENT
Amy R. Doberman
Managing Director
Investment Management
Morgm Stanley
522 Fifih Avenue
New York, NY 10036
October 22,2008
Re: Morgan Stanley Money Market Funds
Dear Ms. Doberman:
Based on the facts and representations contained in your September 18,2008 letter, we - +- will not recommend enforcement action to the Securities and Exchange Commission against the *-. Morgan Stanley money market funds listed in Appendix A to your letter (the "Funds"), and Morgan Stanley & Co. Incorporated (the "Purchaser"), under Section 17(a) of the Investment Company Act of 1940, or the rules thereunder, if the Purchaser purchases from the Funds any of the securities in each Fund's portfolio as of the date of your letter that are Eligible Securities, as defined in rule 2a-7 under the Act, at the amortized cost (including any accrued and unpaid interest) of each purchased security.' The relief provided herein is limited to transactions executed during the 60 day period from the date of your letter and to securities the market value of which at the time of purchase will be equal to or less than their amortized cost value.

• Each Fund is an open-end management investment company registered under the
  Investment Company Act of 1940. You state that the Purchaser and the Funds' investment advisers, Morgan Stanley Investment Management Inc. and Morgan Stanley Investment Advisors Inc., are each wholly-owned subsidiaries of Morgan Stanley. Therefore, the Purchaser is an affiliated person of an affiliated person of the Funds7, as defined in Section 2(a)(3) of the Investment Company Act of 1940. 1 This letter confirms oral no-action relief provided by the undersigned to Amy R. Doberman on September 18,2008.