0000950136-07-007010.txt : 20120817 0000950136-07-007010.hdr.sgml : 20120817 20071012163834 ACCESSION NUMBER: 0000950136-07-007010 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY INTERNATIONAL VALUE EQUITY FUND CENTRAL INDEX KEY: 0001132218 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O MORGAN STANLEY T STREET 2: 522 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 296-6963 MAIL ADDRESS: STREET 1: C/O MORGAN STANLEY T STREET 2: 522 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER INTERNATIONAL EQUITY FUND DATE OF NAME CHANGE: 20010110 CORRESP 1 filename1.htm




                 Morgan Stanley International Value Equity Fund
                                522 Fifth Avenue
                               New York, NY 10036

October 12, 2007

U.S. Securities and Exchange Commission
Judiciary Plaza
100 F Street, N.E.
Washington, D.C. 20549
Attention:  Larry L. Greene, Senior Counsel, Division of Investment Management


RE:      MORGAN STANLEY INTERNATIONAL VALUE EQUITY FUND
         (FILE NUMBERS 811-10273 AND 333-53546)


Dear Mr. Greene:

We are writing to you on behalf of Morgan Stanley International Value Equity
Fund (the "Fund") in order to request selective review of Post-Effective
Amendment No. 9 to the Fund's registration statement on Form N-1A to be filed
pursuant to Rule 485(a) under the Securities Act of 1933, as amended (the
"Amendment").

I. BACKGROUND

As you may know, the Fund has traditionally offered four share classes, Class A,
Class B, Class C and Class D. The Fund is proposing to offer two new share
classes, Class R and Class W. Class R and Class W shares will be offered without
any sales charges on purchases or sales, but will be subject to 12b-1 fees of
0.50% and 0.35%, respectively. Class R and Class W shares will not convert to
any other class of shares. We do not believe that Class R or Class W raise any
unique issues.

II. MATTERS FOR SELECTIVE REVIEW

Since the offering of Class R Shares and Class W Shares has been approved by the
Fund's Board of Trustees, the Fund is filing the Amendment on or about the date
hereof. Aside from usual and customary "annual update" changes, and certain
other non-material disclosure changes which could otherwise be included in a
Rule 485(b) filing, the Fund will make only those disclosure changes necessary
to reflect and implement the items approved by the Board in connection with the
offering of Class R Shares and Class W Shares. The new disclosure with respect
to the Class R Shares and Class W Shares will be marked as changed in the Fund's
EDGAR submission.

III. SELECTIVE REVIEW REQUEST

The Fund believes that the Amendment is an ideal candidate for selective review
pursuant to the guidance set forth in Investment Company Act Release No. 13768
("IC-13768"). In accordance with IC-13768, we hereby request selective review of
the Fund's registration statement limited to the disclosure items relating to
the new Class R Shares and Class W Shares, as discussed under "Matters for
Selective Review" above. Selective review would serve to expedite the review
process for the Fund as well as use the staff's time more effectively.

Pursuant to the requirements of IC-13768, the Fund will file a copy of this
letter with the Amendment.

If you would like to discuss any of this matter in further detail or if you have
any questions, please feel free to contact me at (212) 296-6992.

Sincerely,

/s/ Alice J. Gerstel, Esq.

Alice J. Gerstel, Esq.


cc:  Richard Pfordte
     Frank Donaty




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