[LETTERHEAD OF CLIFFORD CHANCE US LLP]
June 9, 2006
VIA EDGAR
---------
Securities and Exchange Commission
Judiciary Plaza
100 F Street, NE
Washington, D.C. 20549
Re: Morgan Stanley Money Market Funds
(each, a Fund and collectively, the Funds)
Ladies and Gentlemen:
On behalf of the Funds, we transmit for filing under the Securities Exchange Act
of 1934 and the Investment Company Act of 1940, each as amended, a definitive
copy of the following documents:
(i) a notice of meeting, joint proxy statement, form of proxy and form of
voting instruction card relating to a special meeting of shareholders
of each Fund, for the election of Trustees/Directors and changes to
certain of the fundamental investment policies of the Funds, in the
form in which such material is to be furnished by the management of
each Fund to the Funds shareholders; and
(ii) Schedule 14A.
The Funds anticipate mailing copies of the definitive notice of meeting, joint
proxy statement and form of proxy on or about June 9, 2006. No fee is required
in connection with this filing. If you have any questions concerning the
foregoing, please call Richard Horowitz at (212) 878-8110.
Best Regards,
/s/ Richard Horowitz
Richard Horowitz
cc: Edward Meehan