[LETTERHEAD OF CLIFFORD CHANCE US LLP]
April 30, 2008
VIA EDGAR
Larry Greene, Esq.
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
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Re: | Morgan Stanley Total Market Index Fund (the “Fund”) |
Dear Mr. Greene:
On behalf of the Fund, we transmit for filing under the Securities Exchange Act of 1934 and the Investment Company Act of 1940, each as amended, a preliminary copy of the following documents:
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(i) |
| a notice of meeting, proxy statement and form of proxy relating to a special meeting of shareholders of the Fund, in the form in which such material is to be furnished by the management of the Fund to the Fund’s shareholders; and | ||||||||||||||||||
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(ii) |
| Schedule 14A. |
If you have any questions concerning the foregoing, please do not hesitate to contact me at (212) 878-4988.
Best Regards,
/s/ Allison M. Harlow
Allison M. Harlow
cc: Daniel Burton