SEC Company Response from MORGAN STANLEY STRATEGIST FUND (CIK 0000837529) — Nov 28, 2005
MORGAN STANLEY STRATEGIST FUND (CIK 0000837529)
Date: Nov. 28, 2005 · CIK: 0000837529 · Accession: 0001047469-05-027429
AI Filing Summary & Sentiment
File numbers found in text: 811-5634
Letter
November 28, 2005 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 STRATEGIST FUND (FILE NOS. 33-23669 AND 811-5634)
Dear Mr. Greene:
Thank you for your telephonic comments regarding the registration statement on Form N-1A for Morgan Stanley Strategist Fund (the "Fund") filed with the Securities and Exchange Commission on September 27, 2005. 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 22 to the Fund's registration statement on Form N-1A, which will be filed via EDGAR on or about November 28, 2005.
GENERAL COMMENTS TO FORM N-1A
COMMENT 1. PLEASE CONFIRM THAT THE FUND IS COMPLYING WITH THE PRIVACY POLICY NOTIFICATION REQUIREMENTS OF THE GRAMM-LEACH-BLILEY ACT AND DISTRIBUTING ITS PRIVACY POLICY TO INVESTORS.
RESPONSE 1. The Fund provides its privacy policy annually in accordance with the requirements of Regulation S-P.
COMMENT 2. PLEASE CONFIRM THAT THE REGISTRATION STATEMENT INCLUDES THE ANTI-MONEY LAUNDERING AND CUSTOMER VERIFICATION DISCLOSURE REQUIRED BY THE U.S. PATRIOT ACT.
RESPONSE 2. The requisite notice of the customer identification verification policy is disclosed in the account application form. Anti-money laundering and customer verification disclosure is also included under the "Shareholder Information-How to Buy Shares" section of the Fund's prospectus.
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COMMENTS TO THE PROSPECTUS
COMMENT 3. CONSIDER ADDING DISCLOSURE REGARDING JUNK PREFERRED STOCKS AND JUNK CONVERTIBLE SECURITIES, TO THE EXTENT THE FUND INVESTS IN THESE SECURITIES, TO THE SECTION "PRINCIPAL INVESTMENT STRATEGIES".
RESPONSE 3. We respectfully acknowledge the comment, but believe the current disclosure is sufficient, as the Fund does not invest in junk preferred stocks and junk convertible securities.
COMMENT 4. CONSIDER ADDING DISCLOSURE REGARDING INVESTMENTS IN EMERGING MARKETS, TO THE EXTENT THE FUND INVESTS IN THESE SECURITIES, TO THE SECTION "PRINCIPAL INVESTMENT STRATEGIES".
RESPONSE 4. We respectfully acknowledge the comment, but believe the current disclosure is sufficient. The applicable disclosure is included in the Fund's SAI.
COMMENT 5. IN THE "FEES AND EXPENSES" SECTION OF THE PROSPECTUS, CONSIDER MOVING THE FOOTNOTES TO AFTER THE EXAMPLE.
RESPONSE 5. We respectfully acknowledge the comment, but believe the current placement of the footnote 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 6. IN CONNECTION WITH THE FUND'S USE OF FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS, PLEASE CONFIRM THE APPROPRIATE USE OF "SEGREGATING ASSETS" AND INCLUSION OF APPLICABLE DISCLOSURE.
RESPONSE 6. The applicable disclosure is included in the Fund's SAI.
COMMENT 7. WITH RESPECT TO THE FUND'S INVESTMENTS IN TARGETED RETURN INDEX SECURITIES ("TRAINS"), IF APPLICABLE, PLEASE INCLUDE DISCLOSURE REGARDING THE RISK OF DUPLICATIVE FEES RELATING TO SUCH TRAINS.
RESPONSE 7. Applicable disclosure has been added.
COMMENT 8. IN THE "FUND MANAGEMENT" SECTION, (1) PLEASE CLARIFY WHETHER THERE ARE MEMBERS OF THE PORTFOLIO MANAGEMENT TEAM THAT ARE INVOLVED WITH THE MANAGEMENT OF THE FUND THAT ARE NOT DISCLOSED IN THE PROSPECTUS, AND (2) EXPLAIN SUPPLEMENTALLY WHETHER THE FOLLOWING SENTENCE IS CONSISTENT WITH ITEM 5(A)(2) AND ITEM 15(A) OF FORM N-1A: "THE COMPOSITION OF THE PORTFOLIO MANAGEMENT TEAM MAY CHANGE WITHOUT NOTICE FROM TIME TO TIME."
RESPONSE 8. The Fund has revised the disclosure to clarify the team and its members jointly and primarily responsible for the day-to-day management of the fund. The referenced disclosure states that the
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composition of the team may change without notice from time to time. We note supplementally that to the extent that a team member with primary responsibility for the day-to-day management of the Fund's portfolio changes, the Fund intends to supplement its Prospectus and its Statement of Additional Information with the information required by Item 5(a)(2) and Item 15(a) for such team member.
COMMENTS TO THE SAI
COMMENT 9. IN THE SECTION ENTITLED "FUND MANAGEMENT - PORTFOLIO MANAGER COMPENSATION STRUCTURE," (1) INCLUDE ONLY THE DISCRETIONARY COMPENSATION RECEIVED BY THE PORTFOLIO MANAGERS OF THE FUND DURING THE LAST YEAR AND (2) CONFIRM THAT YOU ARE PROVIDING THE REQUESTED INFORMATION.
RESPONSE 9. We believe the current disclosure is in compliance with SEC Release 2004-89. This Release requires that the SAI include disclosure regarding the structure of, and the method used to determine, the compensation of its portfolio managers. The Release notes that the purpose of this disclosure is to help investors better understand a portfolio manager's incentives in managing a fund and shed light on possible conflicts of interest that could arise when a portfolio manager manages other accounts. Therefore, in order to achieve this purpose, the disclosure, in our view, should include all possible forms of compensation that are available to the portfolio manager in connection with managing the portfolio and other accounts. Please note that we revised the disclosure to clarify that investment performance, upon which a portfolio manager's compensation is linked, is calculated for one-, three-, and five-year periods measured against a fund's/account's primary benchmark, indices and/or peer groups, where applicable.
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 (630) 684-6724. Thank you.
Sincerely,
/s/ Elisa Mitchell
Show Raw Text
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Morgan Stanley Strategist Fund
1221 Avenue of the Americas
New York, NY 10020
November 28, 2005
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 STRATEGIST FUND
(FILE NOS. 33-23669 AND 811-5634)
Dear Mr. Greene:
Thank you for your telephonic comments regarding the registration statement on
Form N-1A for Morgan Stanley Strategist Fund (the "Fund") filed with the
Securities and Exchange Commission on September 27, 2005. 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
22 to the Fund's registration statement on Form N-1A, which will be filed via
EDGAR on or about November 28, 2005.
GENERAL COMMENTS TO FORM N-1A
COMMENT 1. PLEASE CONFIRM THAT THE FUND IS COMPLYING WITH THE PRIVACY
POLICY NOTIFICATION REQUIREMENTS OF THE GRAMM-LEACH-BLILEY ACT
AND DISTRIBUTING ITS PRIVACY POLICY TO INVESTORS.
RESPONSE 1. The Fund provides its privacy policy
annually in accordance with the requirements of
Regulation S-P.
COMMENT 2. PLEASE CONFIRM THAT THE REGISTRATION STATEMENT INCLUDES
THE ANTI-MONEY LAUNDERING AND CUSTOMER VERIFICATION
DISCLOSURE REQUIRED BY THE U.S. PATRIOT ACT.
RESPONSE 2. The requisite notice of the customer
identification verification policy is disclosed in
the account application form. Anti-money
laundering and customer verification disclosure is
also included under the "Shareholder
Information-How to Buy Shares" section of the
Fund's prospectus.
<Page>
COMMENTS TO THE PROSPECTUS
COMMENT 3. CONSIDER ADDING DISCLOSURE REGARDING JUNK PREFERRED STOCKS
AND JUNK CONVERTIBLE SECURITIES, TO THE EXTENT THE FUND
INVESTS IN THESE SECURITIES, TO THE SECTION "PRINCIPAL
INVESTMENT STRATEGIES".
RESPONSE 3. We respectfully acknowledge the
comment, but believe the current disclosure is
sufficient, as the Fund does not invest in junk
preferred stocks and junk convertible
securities.
COMMENT 4. CONSIDER ADDING DISCLOSURE REGARDING INVESTMENTS IN
EMERGING MARKETS, TO THE EXTENT THE FUND INVESTS IN THESE
SECURITIES, TO THE SECTION "PRINCIPAL INVESTMENT STRATEGIES".
RESPONSE 4. We respectfully acknowledge the
comment, but believe the current disclosure is
sufficient. The applicable disclosure is
included in the Fund's SAI.
COMMENT 5. IN THE "FEES AND EXPENSES" SECTION OF THE PROSPECTUS,
CONSIDER MOVING THE FOOTNOTES TO AFTER THE EXAMPLE.
RESPONSE 5. We respectfully acknowledge the
comment, but believe the current placement of the
footnote 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 6. IN CONNECTION WITH THE FUND'S USE OF FORWARD FOREIGN
CURRENCY EXCHANGE CONTRACTS, PLEASE CONFIRM THE APPROPRIATE
USE OF "SEGREGATING ASSETS" AND INCLUSION OF APPLICABLE
DISCLOSURE.
RESPONSE 6. The applicable disclosure is included
in the Fund's SAI.
COMMENT 7. WITH RESPECT TO THE FUND'S INVESTMENTS IN TARGETED RETURN
INDEX SECURITIES ("TRAINS"), IF APPLICABLE, PLEASE INCLUDE
DISCLOSURE REGARDING THE RISK OF DUPLICATIVE FEES RELATING TO
SUCH TRAINS.
RESPONSE 7. Applicable disclosure has been added.
COMMENT 8. IN THE "FUND MANAGEMENT" SECTION, (1) PLEASE CLARIFY
WHETHER THERE ARE MEMBERS OF THE PORTFOLIO MANAGEMENT TEAM
THAT ARE INVOLVED WITH THE MANAGEMENT OF THE FUND THAT ARE NOT
DISCLOSED IN THE PROSPECTUS, AND (2) EXPLAIN SUPPLEMENTALLY
WHETHER THE FOLLOWING SENTENCE IS CONSISTENT WITH ITEM 5(A)(2)
AND ITEM 15(A) OF FORM N-1A: "THE COMPOSITION OF THE PORTFOLIO
MANAGEMENT TEAM MAY CHANGE WITHOUT NOTICE FROM TIME TO TIME."
RESPONSE 8. The Fund has revised the disclosure to
clarify the team and its members jointly and
primarily responsible for the day-to-day
management of the fund. The referenced disclosure
states that the
2
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composition of the team may change
without notice from time to time. We note
supplementally that to the extent that a team
member with primary responsibility for the
day-to-day management of the Fund's portfolio
changes, the Fund intends to supplement its
Prospectus and its Statement of Additional
Information with the information required by Item
5(a)(2) and Item 15(a) for such team member.
COMMENTS TO THE SAI
COMMENT 9. IN THE SECTION ENTITLED "FUND MANAGEMENT - PORTFOLIO
MANAGER COMPENSATION STRUCTURE," (1) INCLUDE ONLY THE
DISCRETIONARY COMPENSATION RECEIVED BY THE PORTFOLIO MANAGERS
OF THE FUND DURING THE LAST YEAR AND (2) CONFIRM THAT YOU ARE
PROVIDING THE REQUESTED INFORMATION.
RESPONSE 9. We believe the current disclosure is
in compliance with SEC Release 2004-89. This
Release requires that the SAI include disclosure
regarding the structure of, and the method used to
determine, the compensation of its portfolio
managers. The Release notes that the purpose of
this disclosure is to help investors better
understand a portfolio manager's incentives in
managing a fund and shed light on possible
conflicts of interest that could arise when a
portfolio manager manages other accounts.
Therefore, in order to achieve this purpose, the
disclosure, in our view, should include all
possible forms of compensation that are available
to the portfolio manager in connection with
managing the portfolio and other accounts. Please
note that we revised the disclosure to clarify
that investment performance, upon which a
portfolio manager's compensation is linked, is
calculated for one-, three-, and five-year periods
measured against a fund's/account's primary
benchmark, indices and/or peer groups, where
applicable.
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 (630) 684-6724. Thank you.
Sincerely,
/s/ Elisa Mitchell
Elisa Mitchell
3
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