[CLIFFORD CHANCE LETTERHEAD] June 1, 2007 VIA EDGAR --------- United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549-4720 Attn: Larry Greene, Esq. Harry Eisenstein, Esq. RE: MORGAN STANLEY FOCUS GROWTH FUND AND MORGAN STANLEY SELECT DIMENSIONS INVESTMENT SERIES, ON BEHALF OF ITS FOCUS GROWTH PORTFOLIO DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A Dear Mr. Greene and Mr. Eisenstein: On behalf of our clients, Morgan Stanley Focus Growth Fund and Morgan Stanley Select Dimensions Investment Series, on behalf of its Focus Grow Portfolio (collectively, the "Funds"), set forth below are the responses to the comments of the Staff of the Division of Investment Management (the "Staff") of the Securities and Exchange Commission (the "Commission") provided over the telephone on May 25th and May 30th. The responses to the Staff's comments are set out below. We have enclosed with this letter a marked copy of the Definitive Proxy Statement on Schedule 14A, which was filed today by the Funds via EDGAR, reflecting all changes to the Proxy Statement. COMMENT 1. THE PRELIMINARY PROXY IN PROPOSAL 1 PROPOSES TO CHANGE THE CLASSIFICATION OF EACH FUND FROM A DIVERSIFIED FUND TO A NON-DIVERSIFIED FUND. PLEASE DESCRIBE ANY COSTS ASSOCIATED WITH SUCH CHANGE IN CLASSIFICATION. Response 1. There are no plans to sell in a concerted effort the existing investments of the Funds after the proposed change in classification occurs. As such, no costs will be associated with such status change. COMMENT 2. ON PAGE 4, YOU STATE THAT EACH FUND CHANGED ITS NAME FROM MORGAN STANLEY AMERICAN OPPORTUNITIES FUND TO MORGAN STANLEY FOCUS GROWTH FUND. SINCE BOTH FUNDS DO NOT HAVE THE NAME MORGAN STANLEY FOCUS GROWTH FUND, PLEASE REVISE THE PROXY STATEMENT TO REFLECT THE CORRECT NAMES OF BOTH FUNDS. Response 2. The proxy statement has been revised accordingly. COMMENT 3. INVESTMENT COMPANY ACT RELEASE NO. 179 CONTAINS GUIDANCE REGARDING THE STAFF'S VIEWS OF THE DE FACTO CHANGE IN CLASSIFICATION IF A NON-DIVERSIFIED FUND OPERATES IN A DIVERSIFIED MANNER FOR A PERIOD OF MORE THAN THREE CONSECUTIVE YEARS. PLEASE BECOME FAMILIAR WITH SUCH GUIDANCE AND ENSURE THAT SUCH GUIDANCE WILL BE FOLLOWED. Response 3. The Funds are familiar with Investment Company Act Release No. 179 and the proposed change is consistent with such guidance. COMMENT 4. PLEASE REVISE THE SUMMARY OF PROPOSAL 2 ON THE PROXY CARD TO CLARIFY TO SHAREHOLDERS WHAT THE PROPOSED CHANGE IS. Response 4. The proxy card has been revised accordingly. COMMENT 5. ON PAGE 6, PLEASE REVISE THE SUB-SECTION ENTITLED "SUBMISSION OF SHAREHOLDER PROPOSALS" TO DESCRIBE THE PROCEDURES SHAREHOLDERS MUST TAKE TO SUBMIT A PROPOSAL FROM THE FLOOR AT A SHAREHOLDER MEETING SUBSEQUENT TO THE PROPOSED AUGUST 1ST MEETING. Response 5. The proxy card has been revised to include such procedures. COMMENT 6. IN PROPOSAL 2, PLEASE EXPAND THE RATIONALE FOR CHANGING EACH FUND'S INVESTMENT OBJECTIVE. Response 6. The proxy statement has been revised accordingly. If you have any questions or comments regarding the foregoing, or have additional questions or comments, please contact the undersigned at 212-878-8110. Very truly yours, By: /s/ Richard Horowitz -------------------- Richard Horowitz
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DEF 14A Filing
Morgan Stanley Select Dimensions Investment Series Inactive DEF 14ADefinitive proxy
Filed: 1 Jun 07, 12:00am