[LETTERHEAD OF CLIFFORD CHANCE US LLP]
June 12, 2006
VIA EDGAR
---------
Securities and Exchange Commission
Judiciary Plaza
100 F Street, NE
Washington, D.C. 20549
Re: Morgan Stanley Domestic Equity 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 Fund's
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 14, 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