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Morgan Stanley Multi-Asset Class Fund
1221 Avenue of the Americas
New York, NY 10020
January 26, 2007
Securities and Exchange Commission
Judiciary Plaza
100 F Street, NE
Washington, DC 20549
Attention: Larry Greene, Division of Investment Management
Mail Stop 0505
RE: MORGAN STANLEY MULTI-ASSET CLASS FUND
(FILE NOS. 333-30765 AND 811-8283)
Dear Mr. Greene:
Thank you for your telephonic comments regarding the registration statement
on Form N-1A for Morgan Stanley Multi-Asset Class Fund (the "Fund") filed
with the Securities and Exchange Commission on November 27, 2006. Below, we
describe the changes made to the registration statement in response to the
Staff's comments and provide any responses to or any supplemental
explanations of such comments, as requested. These changes will be reflected
in post-effective amendment number 13 to the Fund's registration statement on
Form N-1A, which will be filed via EDGAR on or about January 26, 2007.
COMMENTS TO PROSPECTUS
COMMENT 1. IN THE SECTION TITLED "PRINCIPAL INVESTMENT STRATEGIES", PLEASE
PROVIDE DISCLOSURE INDICATING THAT THE FUND IS A "FUND OF FUNDS"
RESPONSE 1. The Fund has revised the disclosure to more
explicitly state that it operates as a "fund of funds."
COMMENT 2. IN THE SECTION TITLED "PRINCIPAL RISKS", PLEASE TIE THE FUND'S
INVESTMENT STRATEGIES DESCRIBED UNDER "PRINCIPAL INVESTMENT
STRATEGIES" MORE CLOSELY TO THE PRINCIPAL RISKS IN THIS SECTION
BY STATING THAT THE PRINCIPAL RISKS OF INVESTING IN THE
UNDERLYING FUNDS ARE ALSO THE PRINCIPAL RISKS OF INVESTING IN THE
FUND.
RESPONSE 2. The Fund has revised this disclosure to
indicate that the risks listed under "Principal
Risks" are the risks of the Underlying Funds and
"therefore are indirectly the principal risks of an
investment in the Fund."
COMMENT 3. PLEASE EXPLAIN SUPPLEMENTALLY WHETHER THE FUND "LOOKS THROUGH" TO
THE UNDERLYING FUNDS' PORTFOLIO INVESTMENTS IN ORDER TO DETERMINE
WHETHER OR NOT THE FUND IS IN COMPLIANCE WITH ITS CONCENTRATION
POLICY.
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RESPONSE 3. The Fund has a fundamental policy of not
concentrating in any industry, other than the mutual fund
industry by virtue of its ownership of the Underlying
Funds. Certain of the Underlying Funds themselves may
concentrate in a single industry, for example, Morgan
Stanley Financial Services Trust concentrates its
investment in the financial services industry. The
Fund does not "look through" the Underlying Funds to
determine whether their aggregated portfolio holdings
would cause the Fund to concentrate in any single industry.
Nor is the Fund aware of any requirement that it do so. To
the contrary, the Fund specifically discloses under
"Investment Policies/Restrictions" in its Statement of
Additional Information that the Underlying Funds "have
adopted certain investment restrictions which may be more
or less restrictive" than the Fund's investment
restrictions which "may permit the Fund to engage in
investment strategies indirectly that are prohibited"
under the Fund's investment restrictions.
COMMENT 4. IN THE "FEES AND EXPENSES" SECTION OF THE PROSPECTUS, CONSIDER
MOVING THE FOOTNOTES TO AFTER THE EXAMPLE.
RESPONSE 4. We respectfully acknowledge the comment,
but believe the current placement of the footnotes is
appropriate. The footnotes refer to the Annual Fund
Operating Expenses and although arguably the Annual Fund
Operating Expenses and the Example constitute the "Fee
Table", we believe that to move the footnotes to below the
Example would diminish the impact of the information and
could result in a shareholder being unable to locate the
footnotes.
COMMENT 5. PLEASE NOTE THAT THE SIDEBAR ON PAGE 9 APPEARS IN ALL CAPS IN
THE EDGAR FILINGS WITH THE COMMISSION AND CONFIRM THAT IT IS NOT
IN ALL CAPS AS IT APPEAR IN THE PRINTED PROSPECTUS.
RESPONSE 5. This disclosure appears in italics in the
Fund's printed prospectus, not all caps.
COMMENT 6. CONSIDER INCLUDING THE ORDER PROCESSING FEE IN THE FEE TABLE OR
AS A FOOTNOTE TO THE FEE TABLE AND IN THE EXAMPLE.
RESPONSE 6. The Order Processing Fee is not a fee
imposed by the Fund. It is a fee that Morgan Stanley DW
Inc. charges its clients. Therefore, it should not be
included in the fee table, as a footnote to the fee table
or in the Example.
COMMENT 7. IN THE SECTION TITLED "ADDITION RISK INFORMATION--OPTIONS AND
FUTURES", PLEASE DISCLOSE THE POSITION OF THE SECURITIES AND
EXCHANGE COMMISSION THAT OVER-THE-COUNTER OPTIONS ARE TO BE DEEMED
ILLIQUID.
RESPONSE 7. The Fund is not aware of any written position
of the Securities and Exchange Commission or its staff that
categorically classifies over-the-counter options as
illiquid. Certainly, the SEC staff has well stated its
position that over-the counter-derivatives specifically
tailored for a particular
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investor would be illiquid. SEE Memorandum to SEC Chairman
Levitt from SEC Division of Investment Management Regarding
Mutual Funds and Derivative Instruments (Sept. 26, 1994).
However, the Fund believes that this staff position does
not preclude the existence of over-the-counter options
markets sufficiently deep such that the options traded
therein may be determined to be liquid by a mutual fund's
board. Accordingly, the Fund respectfully declines to
include the requested disclosure.
COMMENT 8. IN THE SECTION TITLED "FUND MANAGEMENT", PLEASE CLARIFY WHETHER
THERE ARE MEMBERS OF THE PORTFOLIO MANAGEMENT TEAM THAT ARE
INVOLVED WITH THE MANAGEMENT OF THE FUND OTHER THAN THE SINGLE
PORTFOLIO MANAGER LISTED IN THE PROSPECTUS.
RESPONSE 8. While other members of the Investment
Adviser's Domestic Asset Allocation Team may assist with
the management of the Fund, the named portfolio manager is
the sole person primarily responsible for the day-to-day
management of the Fund.
As you have requested and consistent with SEC Release 2004-89, the Fund
hereby acknowledges that:
- the Fund is responsible for the adequacy and accuracy of the disclosure in
the filings;
- the Staff's comments or changes to disclosure in response to Staff
comments in the filings reviewed by the Staff do not foreclose the Commission
from taking any action with respect to the filings; and
- the Fund may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws
of the United States.
If you would like to discuss any of these responses in further detail or if
you have any questions, please feel free to contact me at (212) 762-8687.
Sincerely,
/s/ Edward Meehan
Edward Meehan