SEC Company Response from Invesco California Value Municipal Income Trust (VCV) (CIK 0000895531) (VCV) — Oct 9, 2009
Invesco California Value Municipal Income Trust (VCV) (CIK 0000895531)
Date: Oct. 9, 2009 · CIK: 0000895531 · Accession: 0001104659-09-058519
AI Filing Summary & Sentiment
Reasoning
Referenced dates: September 30, 2009
Letter
Associate Director, Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549
Dear Ms. Osterman:
We have filed on October 9, 2009 a Third Amended and Restated Application (the “Third Amended Application”), including changes in response to comments received from the staff (the “Staff”) of the Securities Exchange Commission (the “Commission”) to the second amended and restated application on behalf of Morgan Stanley Investment Advisors Inc. et al. (the “Applicants”) filed on August 7, 2009, file no. 812-13656 (the “Second Amended Application”). You provided us with your comments by letter dated September 30, 2009, and the Commission issued a notice of the filing of the application on October 6, 2009. As we agreed, we are submitting this filing to reflect changes previously agreed to in draft form. For your convenience, we have set forth below the comments received and indicated the responses to them. Capitalized terms used but not defined herein have the meanings ascribed to them in the Third Amended Application. The following summary addresses each comment in turn by number. Page references below are to the unmarked copy of the Third Amended Application, as filed with the Commission. We have also included for your convenience page references to the copy of the Third Amended Application marked against the Second Amended Application (the “marked copy”), which we have filed with this letter and sent in PDF format to the Staff under separate cover.
Comment 1: In the second sentence of the carryover paragraph at the bottom of page 10, please insert “executed” prior to “on a principal basis.”
The Applicants have made the requested change, which appears on page 10 (page 10 of the marked copy).
Comment 2: In footnote 3 on page 12, please replace “such Fund involving the opposite Trading Entity” with “such MS Fund involving the Citi Trading Entity or by such Citi Fund involving the MS Trading Entity.”
The Applicants have made the requested change, which appears in footnote 3 on page 12 (page 12 of the marked copy).
Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships
Comment 3: In the carryover sentence at the top of page 18, please replace “LLC Agreement” with “MSSB’s limited liability company agreement,” if accurate.
The Applicants have made the requested change, which appears on page 18 (page 18 of the marked copy).
Comment 4: Please replace the penultimate sentence of the full paragraph on page 19 with the following: “None of the Funds will engage in portfolio transactions with MSSB.”
The Applicants have made the requested change, which appears on page 19 (page 20 of the marked copy).
Comment 5: In the second sentence of the carryover paragraph on the bottom of page 24, if accurate, please delete “MS” prior to “Funds” both times it appears and insert “or the MS Trading Entity, as applicable,” following “Citi Trading Entity.”
The Applicants have made the requested change, which appears on page 24 (pages 24-25 of the marked copy).
Comment 6: In the last full sentence on page 26, please delete “, and other types of,.”
The Applicants have made the requested deletion, which appears on page 26 (page 27 of the marked copy).
Comment 7: In the first sentence of the carryover paragraph on the bottom of page 31, please replace “may” prior to “otherwise” with “might” in order to conform with the text of the conditions. Similarly, in the first sentence of the second full paragraph on page 32, please replace “would” prior to “otherwise” with “might.”
The Applicants have made the requested changes, which appear on pages 31 and 32 (pages 31 and 33 of the marked copy).
Comment 8: In the second full paragraph on page 37, please replace “exclusively” with “solely.”
The Applicants have made the requested change, which appears on page 37 (page 37 of the marked copy).
Comment 9: In the second sentence of the first paragraph on page 40, please delete “operate and, after the Joint Venture” as well as the comma prior to “independently.”
The Applicants have made the requested deletion, which appears on page 40 (page 40 of the marked copy).
Comment 10: Please replace the text of footnote 24 on page 49 with the following: “MSSB may act as principal underwriter with respect to certain newly organized closed-end MS Funds; however, such role will cease at the time the syndicate terminates and prior to any transactions by such MS Funds involving the Citi Trading Entity.”
The Applicants have made the requested change, which appears in footnote 24 on page 49 (page 49 of the marked copy).
Comment 11: Please replace the text of footnote 25 on page 49 with the following: “MSSB may act as principal underwriter with respect to certain newly organized closed-end Citi Funds; however, such role will cease at the time the syndicate terminates and prior to any transactions by such Citi Funds involving the MS Trading Entity.”
The Applicants have made the requested change, which appears in footnote 25 on page 49 (page 50 of the marked copy).
Comment 12: In condition A(5) on page 50, please insert “directly or indirectly” prior to “seek to influence.”
The Applicants have made the requested insertion, which appears on page 50 (page 51 of the marked copy).
Comment 13: To avoid confusion with the statutory term “Required Majority,” please replace the defined term “Required Majority” with “Necessary Majority” in the first sentence of condition B(1) on page 52 and throughout the application. Also, in the same sentence, please delete “or their designee.”
The Applicants have made the requested changes, which appear on pages 52 and 56 (pages 53 and 57 of the marked copy).
Comment 14: In the last sentence of condition B(1) on page 53, please replace “and a determination that legitimate reasons exist for such changes” with the following: “the reasons for these changes, and a determination that such changes are legitimate.” Please make a similar revision to the corresponding discussion on page 39.
The Applicants have made the requested changes, which appear on pages 53 and 39 (pages 53 and 39-40 of the marked copy).
Comment 15: In condition B(6)(b) on page 56, please delete “proposed to be.” Please make a similar revision to the corresponding discussion on page 45.
The Applicants have made the requested deletions, which appear on pages 56 and 45 (pages 57 and 45 of the marked copy).
Comment 16: In condition B(8) on page 58, please replace “their participation” with “the participation by the Fund and the Trading Entity.” In addition, please replace “the Trading Entity and the Fund” following “between” with “the Fund and the Trading Entity.” Please make similar revisions to the corresponding discussion on page 31.
The Applicants have made the requested changes, which appear on pages 58 and 31 (pages 59 and 31 of the marked copy).
Comment 17: In condition B(9) on page 59, please delete “knowingly.”
The Applicants have made the requested deletion, which appears on page 59 (page 60 of the marked copy).
Comment 18: In the carryover sentence at the top of page 60, please replace “absent” with “and without.”
The Applicants have made the requested change, which appears on page 60 (page 61 of the marked copy).
Very truly yours,
/s/ Brian M. Kaplowitz
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CORRESP 1 filename1.htm SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 (212) 839 5300 (212) 839 5599 FAX BEIJING BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA HONG KONG LONDON LOS ANGELES NEW YORK SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C. FOUNDED 1866 October 9, 2009 Elizabeth G. Osterman Associate Director, Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Dear Ms. Osterman: We have filed on October 9, 2009 a Third Amended and Restated Application (the “Third Amended Application”), including changes in response to comments received from the staff (the “Staff”) of the Securities Exchange Commission (the “Commission”) to the second amended and restated application on behalf of Morgan Stanley Investment Advisors Inc. et al. (the “Applicants”) filed on August 7, 2009, file no. 812-13656 (the “Second Amended Application”). You provided us with your comments by letter dated September 30, 2009, and the Commission issued a notice of the filing of the application on October 6, 2009. As we agreed, we are submitting this filing to reflect changes previously agreed to in draft form. For your convenience, we have set forth below the comments received and indicated the responses to them. Capitalized terms used but not defined herein have the meanings ascribed to them in the Third Amended Application. The following summary addresses each comment in turn by number. Page references below are to the unmarked copy of the Third Amended Application, as filed with the Commission. We have also included for your convenience page references to the copy of the Third Amended Application marked against the Second Amended Application (the “marked copy”), which we have filed with this letter and sent in PDF format to the Staff under separate cover. Comment 1: In the second sentence of the carryover paragraph at the bottom of page 10, please insert “executed” prior to “on a principal basis.” The Applicants have made the requested change, which appears on page 10 (page 10 of the marked copy). Comment 2: In footnote 3 on page 12, please replace “such Fund involving the opposite Trading Entity” with “such MS Fund involving the Citi Trading Entity or by such Citi Fund involving the MS Trading Entity.” The Applicants have made the requested change, which appears in footnote 3 on page 12 (page 12 of the marked copy). Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships Comment 3: In the carryover sentence at the top of page 18, please replace “LLC Agreement” with “MSSB’s limited liability company agreement,” if accurate. The Applicants have made the requested change, which appears on page 18 (page 18 of the marked copy). Comment 4: Please replace the penultimate sentence of the full paragraph on page 19 with the following: “None of the Funds will engage in portfolio transactions with MSSB.” The Applicants have made the requested change, which appears on page 19 (page 20 of the marked copy). Comment 5: In the second sentence of the carryover paragraph on the bottom of page 24, if accurate, please delete “MS” prior to “Funds” both times it appears and insert “or the MS Trading Entity, as applicable,” following “Citi Trading Entity.” The Applicants have made the requested change, which appears on page 24 (pages 24-25 of the marked copy). Comment 6: In the last full sentence on page 26, please delete “, and other types of,.” The Applicants have made the requested deletion, which appears on page 26 (page 27 of the marked copy). Comment 7: In the first sentence of the carryover paragraph on the bottom of page 31, please replace “may” prior to “otherwise” with “might” in order to conform with the text of the conditions. Similarly, in the first sentence of the second full paragraph on page 32, please replace “would” prior to “otherwise” with “might.” The Applicants have made the requested changes, which appear on pages 31 and 32 (pages 31 and 33 of the marked copy). Comment 8: In the second full paragraph on page 37, please replace “exclusively” with “solely.” The Applicants have made the requested change, which appears on page 37 (page 37 of the marked copy). Comment 9: In the second sentence of the first paragraph on page 40, please delete “operate and, after the Joint Venture” as well as the comma prior to “independently.” The Applicants have made the requested deletion, which appears on page 40 (page 40 of the marked copy). 2 Comment 10: Please replace the text of footnote 24 on page 49 with the following: “MSSB may act as principal underwriter with respect to certain newly organized closed-end MS Funds; however, such role will cease at the time the syndicate terminates and prior to any transactions by such MS Funds involving the Citi Trading Entity.” The Applicants have made the requested change, which appears in footnote 24 on page 49 (page 49 of the marked copy). Comment 11: Please replace the text of footnote 25 on page 49 with the following: “MSSB may act as principal underwriter with respect to certain newly organized closed-end Citi Funds; however, such role will cease at the time the syndicate terminates and prior to any transactions by such Citi Funds involving the MS Trading Entity.” The Applicants have made the requested change, which appears in footnote 25 on page 49 (page 50 of the marked copy). Comment 12: In condition A(5) on page 50, please insert “directly or indirectly” prior to “seek to influence.” The Applicants have made the requested insertion, which appears on page 50 (page 51 of the marked copy). Comment 13: To avoid confusion with the statutory term “Required Majority,” please replace the defined term “Required Majority” with “Necessary Majority” in the first sentence of condition B(1) on page 52 and throughout the application. Also, in the same sentence, please delete “or their designee.” The Applicants have made the requested changes, which appear on pages 52 and 56 (pages 53 and 57 of the marked copy). Comment 14: In the last sentence of condition B(1) on page 53, please replace “and a determination that legitimate reasons exist for such changes” with the following: “the reasons for these changes, and a determination that such changes are legitimate.” Please make a similar revision to the corresponding discussion on page 39. The Applicants have made the requested changes, which appear on pages 53 and 39 (pages 53 and 39-40 of the marked copy). Comment 15: In condition B(6)(b) on page 56, please delete “proposed to be.” Please make a similar revision to the corresponding discussion on page 45. The Applicants have made the requested deletions, which appear on pages 56 and 45 (pages 57 and 45 of the marked copy). 3 Comment 16: In condition B(8) on page 58, please replace “their participation” with “the participation by the Fund and the Trading Entity.” In addition, please replace “the Trading Entity and the Fund” following “between” with “the Fund and the Trading Entity.” Please make similar revisions to the corresponding discussion on page 31. The Applicants have made the requested changes, which appear on pages 58 and 31 (pages 59 and 31 of the marked copy). Comment 17: In condition B(9) on page 59, please delete “knowingly.” The Applicants have made the requested deletion, which appears on page 59 (page 60 of the marked copy). Comment 18: In the carryover sentence at the top of page 60, please replace “absent” with “and without.” The Applicants have made the requested change, which appears on page 60 (page 61 of the marked copy). Very truly yours, /s/ Brian M. Kaplowitz Brian M. Kaplowitz 4 Before the SECURITIES AND EXCHANGE COMMISSION SECONDTHIRD AMENDED AND RESTATED APPLICATION FOR AN ORDER PURSUANT TO SECTIONS 6(C) AND 17(B) OF THE INVESTMENT COMPANY ACT OF 1940 EXEMPTING CERTAIN TRANSACTIONS FROM THE PROVISIONS OF SECTION 17(A) OF THE ACT AND PURSUANT TO SECTION 17(D) OF THE ACT AND RULE 17D-1 THEREUNDER PERMITTING CERTAIN TRANSACTIONS In the matter of application of MORGAN STANLEY INVESTMENT MANAGEMENT INC. MORGAN STANLEY INVESTMENT ADVISORS INC. VAN KAMPEN ASSET MANAGEMENT MORGAN STANLEY & CO. INCORPORATED MORGAN STANLEY BALANCED FUND MORGAN STANLEY U.S. GOVERNMENT MONEY MARKET TRUST MORGAN STANLEY DIVIDEND GROWTH SECURITIES INC. MORGAN STANLEY NATURAL RESOURCE DEVELOPMENT SECURITIES INC. MORGAN STANLEY SPECIAL GROWTH FUND MORGAN STANLEY GLOBAL DIVIDEND GROWTH SECURITIES MORGAN STANLEY LIMITED TERM MUNICIPAL TRUST MORGAN STANLEY TECHNOLOGY FUND MORGAN STANLEY SMALL-MID SPECIAL VALUE FUND MORGAN STANLEY GLOBAL ADVANTAGE FUND MORGAN STANLEY LIMITED DURATION U.S. GOVERNMENT TRUST ACTIVE ASSETS CALIFORNIA TAX-FREE TRUST ACTIVE ASSETS GOVERNMENT SECURITIES TRUST ACTIVE ASSETS INSTITUTIONAL GOVERNMENT SECURITIES TRUST ACTIVE ASSETS INSTITUTIONAL MONEY TRUST ACTIVE ASSETS MONEY TRUST ACTIVE ASSETS TAX-FREE TRUST MORGAN STANLEY EQUALLY-WEIGHTED S&P 500 FUND MORGAN STANLEY SERIES FUNDS MORGAN STANLEY HEALTH SCIENCES TRUST MORGAN STANLEY SPECIAL VALUE FUND MORGAN STANLEY STRATEGIST FUND MORGAN STANLEY HIGH YIELD SECURITIES INC. MORGAN STANLEY INTERNATIONAL VALUE EQUITY FUND MORGAN STANLEY LIQUID ASSET FUND INC. MORGAN STANLEY MID-CAP VALUE FUND MORGAN STANLEY S&P 500 INDEX FUND MORGAN STANLEY CONVERTIBLE SECURITIES TRUST MORGAN STANLEY FUNDAMENTAL VALUE FUND 1 MORGAN STANLEY MID CAP GROWTH FUND MORGAN STANLEY PRIME INCOME TRUST MORGAN STANLEY VALUE FUND MORGAN STANLEY EUROPEAN EQUITY FUND INC. MORGAN STANLEY FLEXIBLE INCOME TRUST MORGAN STANLEY INTERNATIONAL FUND MORGAN STANLEY MORTGAGE SECURITIES TRUST MORGAN STANLEY PACIFIC GROWTH FUND INC. MORGAN STANLEY CAPITAL OPPORTUNITIES TRUST MORGAN STANLEY REAL ESTATE FUND MORGAN STANLEY CALIFORNIA TAX-FREE DAILY INCOME TRUST MORGAN STANLEY CALIFORNIA TAX-FREE INCOME FUND MORGAN STANLEY FOCUS GROWTH FUND MORGAN STANLEY FX SERIES FUNDS MORGAN STANLEY NEW YORK MUNICIPAL MONEY MARKET TRUST MORGAN STANLEY NEW YORK TAX-FREE INCOME FUND MORGAN STANLEY SELECT DIMENSIONS INVESTMENT SERIES MORGAN STANLEY TAX-EXEMPT SECURITIES TRUST MORGAN STANLEY TAX-FREE DAILY INCOME TRUST MORGAN STANLEY U.S. GOVERNMENT SECURITIES TRUST MORGAN STANLEY GLOBAL INFRASTRUCTURE FUND MORGAN STANLEY VARIABLE INVESTMENT SERIES MORGAN STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST II MORGAN STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST III MORGAN STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST MORGAN STANLEY MUNICIPAL PREMIUM INCOME TRUST MORGAN STANLEY INCOME SECURITIES INC. MORGAN STANLEY CALIFORNIA INSURED MUNICIPAL INCOME TRUST MORGAN STANLEY CALIFORNIA QUALITY MUNICIPAL SECURITIES MORGAN STANLEY INSURED CALIFORNIA MUNICIPAL SECURITIES MORGAN STANLEY INSURED MUNICIPAL BOND TRUST MORGAN STANLEY INSURED MUNICIPAL INCOME TRUST MORGAN STANLEY INSURED MUNICIPAL SECURITIES MORGAN STANLEY INSURED MUNICIPAL TRUST MORGAN STANLEY NEW YORK QUALITY MUNICIPAL SECURITIES MORGAN STANLEY QUALITY MUNICIPAL INCOME TRUST MORGAN STANLEY QUALITY MUNICIPAL INVESTMENT TRUST MORGAN STANLEY QUALITY MUNICIPAL SECURITIES MORGAN STANLEY INSTITUTIONAL FUND TRUST MORGAN STANLEY INSTITUTIONAL LIQUIDITY FUNDS MORGAN STANLEY INSTITUTIONAL FUND, INC. THE UNIVERSAL INSTITUTIONAL FUNDS, INC. MORGAN STANLEY EMERGING MARKETS DOMESTIC DEBT FUND, INC. THE TURKISH INVESTMENT FUND, INC. MORGAN STANLEY ASIA-PACIFIC FUND, INC. MORGAN STANLEY CHINA “A” SHARE FUND, INC. 2 MORGAN STANLEY EASTERN EUROPE FUND, INC. MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC. MORGAN STANLEY EMERGING MARKETS FUND, INC. MORGAN STANLEY GLOBAL OPPORTUNITY BOND FUND, INC. MORGAN STANLEY HIGH YIELD FUND, INC. MORGAN STANLEY INDIA INVESTMENT FUND, INC. MORGAN STANLEY FRONTIER EMERGING MARKETS FUND, INC. THE LATIN AMERICAN DISCOVERY FUND, INC. THE MALAYSIA FUND, INC. THE THAI FUND, INC. VAN KAMPEN EQUITY TRUST VAN KAMPEN MONEY MARKET FUND VAN KAMPEN CAPITAL GROWTH FUND VAN KAMPEN TAX FREE MONEY FUND VAN KAMPEN SERIES FUND, INC. VAN KAMPEN SENIOR LOAN FUND VAN KAMPEN CORPORATE BOND FUND VAN KAMPEN EQUITY TRUST II VAN KAMPEN HIGH YIELD FUND VAN KAMPEN TRUST VAN KAMPEN PARTNERS TRUST VAN KAMPEN RETIREMENT STRATEGY TRUST VAN KAMPEN GOVERNMENT SECURITIES FUND VAN KAMPEN PENNSYLVANIA TAX FREE INCOME FUND VAN KAMPEN TAX FREE TRUST VAN KAMPEN TRUST II VAN KAMPEN GROWTH AND INCOME FUND VAN KAMPEN TAX-EXEMPT TRUST VAN KAMPEN COMSTOCK FUND VAN KAMPEN ENTERPRISE FUND VAN KAMPEN EQUITY AND INCOME FUND VAN KAMPEN EXCHANGE FUND VAN KAMPEN HARBOR FUND VAN KAMPEN LIFE INVESTMENT TRUST VAN KAMPEN LIMITED DURATION FUND VAN KAMPEN REAL ESTATE SECURITIES FUND VAN KAMPEN U.S. GOVERNMENT TRUST VAN KAMPEN SENIOR INCOME TRUST VAN KAMPEN ADVANTAGE MUNICIPAL INCOME TRUST II VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST VAN KAMPEN DYNAMIC CREDIT OPPORTUNITIES FUND VAN KAMPEN MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST VAN KAMPEN MUNICIPAL TRUST VAN KAMPEN OHIO QUALITY MUNICIPAL TRUST VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST 3 VAN KAMPEN SELECT SECTOR MUNICIPAL TRUST VAN KAMPEN TRUST FOR INSURED MUNICIPALS VAN KAMPEN TRUST FOR INVESTMENT GRADE MUNICIPALS VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW JERSEY MUNICIPALS VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS VAN KAMPEN BOND FUND VAN KAMPEN HIGH INCOME TRUST II CITIGROUP ALTERNATIVE INVESTMENTS LLC CITIGROUP GLOBAL MARKETS INC. CITIGROUP GLOBAL MARKETS LIMITED CITIGROUP FINANCIAL PRODUCTS INC. CITIBANK, N.A. CITIBANK CANADA CITIBANK INTERNATIONAL PLC LMP CORPORATE LOAN FUND INC. File No. 812-13656 August 7,October 9, 2009 Copies to: Stefanie V. Chang Yu, Esq. Marianna Maffucci Morgan Stanley Investment Management Inc. Citigroup Global Markets Inc. 522 Fifth Avenue 388 Greenwich Street, 17th Floor New York, New York 10036 New York, New York 10013 Communications, copies and notice to: Brian M. Kaplowitz, Esq. Nora M. Jordan, Esq. Sidley Austin LLP Davis Polk & Wardwell 787 Seventh Avenue 450 Lexington Avenue New York, New York 10019 New York, New York 10017 This Application consists of 89 pages (including Exhibits), which have been numbered sequentially. 4 TABLE OF CONTENTS I. Summary of Application 9 II. Description of the Applicants 12 A. The Funds 12 B. The Advisers 13 C. The Trading Entities 14 III. The Joint Venture 15 A. Ownership of the Joint Venture 15 B. The Contributed Businesses 16 C. Governance of the Joint Venture 17 IV. Separation Between the MS Entities and the Citi Entities 18 V. Consolidation in the Financial Services Industry 22 VI. The Securities Transactions 26 A. The Securities Transactions Generally 26 B. Joint Transactions 28 VII. Relevant Provisions and Relief Requested 33 A. Relevant Provisions 33 B. Authority for the Order 36 C. Relief Requested 37 VIII. Rationale for Relief 38 IX. Precedent 46 X. Applicants’ Conditions 49 A. Structural 49 B. Transactional 53 XI. Conclusion 60 XII. Procedural Matters 61 5 UNITED STATES OF AMERICA before the SECURITIES AND EXCHANGE COMMISSION x In the Matter of : : Morgan Stanley Investment Management Inc. : Application for an order pursuant to Sections 6(c) and 17(b) of the Investment Company Act of 1940 exempting certain transactions from the provisions of Sections 17(a) of the Act and pursuant t