Securities Act of 1933
Section 5

May 29, 2009

Response of the Office of Chief Counsel
Division of Corporation Finance

Capitalized terms in this letter have the same meaning as in your letter.

Based on the facts and representations in your letter, but without necessarily concurring in your analysis, the Division will not recommend enforcement action to the Commission if, without registration under the Securities Act or compliance with Rule 144 thereunder, and from Legal Day One through the applicable Relief Period, the Morgan Stanley Parties, the Citigroup Parties and MSSB sell securities on a principal trading basis or through customer accounts over which they respectively exercise investment discretion, in the manner and subject to the limitations described in your letter.

We have considered your request for confidential treatment of your letter and our response. We have determined that the request is reasonable and appropriate under 17 CFR § 200.81(b). Accordingly, your letter and our response will not be made public until the earlier of (1) the Closing Date and (2) 120 days after the date of our response.

This position is based on the facts and representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. This response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2009/
morganstanley052909-2a3.htm