2023-09-05MSEuropeOpportunityFundInc_485BPOS_PSP_February2024
MORGAN
STANLEY EUROPE OPPORTUNITY FUND, INC.
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Morgan
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EUGAX |
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MSEEX |
Statement
of Additional Information
February
28, 2024
This
Statement of Additional Information (“SAI”) is not a prospectus. The Prospectus
(dated February
28, 2024) for Morgan Stanley Europe
Opportunity Fund, Inc. may be obtained without charge from the Fund at its
address or telephone number listed below.
Morgan
Stanley
Europe
Opportunity Fund, Inc.
1585
Broadway
New
York, NY 10036
1-800-869-6397
Glossary
of Selected Defined Terms
The
terms defined in this glossary are frequently used in this SAI (other terms used
occasionally are defined in the text of the document).
“Administrator”
— Morgan Stanley Investment Management Inc., a wholly-owned fund services
subsidiary of Morgan Stanley.
“Adviser”
— Morgan Stanley Investment Management Inc., a wholly-owned investment adviser
subsidiary of Morgan Stanley.
“Co-Transfer
Agent”
— Eaton Vance Management, a wholly-owned subsidiary of Morgan
Stanley.
“Custodian”
— State Street Bank and Trust Company.
“Directors”
—The Board of Directors of the Fund.
“Distributor”
— Morgan Stanley Distribution, Inc., a wholly-owned broker-dealer subsidiary of
Morgan Stanley.
“Financial
Intermediaries”
— Authorized third parties, such as broker-dealers or other financial
intermediaries that have entered into a selling
agreement with the Distributor.
“Fund”
— Morgan Stanley Europe
Opportunity Fund, Inc., a registered open-end investment company.
“Independent
Directors”
—Directors who are not “interested persons” (as defined by the Investment
Company Act of 1940, as amended
(“1940 Act”)) of the Fund.
“Morgan
Stanley Funds”
— Registered investment companies for which the Adviser serves as the investment
adviser and that hold themselves
out to investors as related companies for investment and investor
services.
“Sub-Adviser”
— Morgan Stanley Investment Management Company, wholly-owned subsidiary of
Morgan Stanley.
“Transfer
Agent”
— SS&C Global Investor and Distribution Solutions, Inc.
FUND
HISTORY
The
Fund was incorporated in the State of Maryland on February 13, 1990, under the
name Dean Witter European Growth Fund Inc.
Effective June 22, 1998, the Fund’s name was changed to Morgan Stanley Dean
Witter European Growth Fund Inc. Effective June
18, 2001, the Fund’s name was changed to Morgan Stanley European Growth Fund
Inc. Effective December 30, 2004, the Fund’s
name was changed to Morgan Stanley European Equity Fund Inc. Effective April 14,
2020, the Fund’s name was changed to Morgan
Stanley Europe Opportunity Fund, Inc.
DESCRIPTION
OF THE FUND AND ITS INVESTMENTS AND RISKS
Classification
The
Fund is an open-end, diversified management investment company whose investment
objective is to seek to maximize the capital appreciation
of its investments.
Investment
Strategies and Risks
The
following discussion of the Fund’s investment strategies and risks should be
read with the sections of the Fund’s Prospectus titled “Principal
Investment Strategies,” “Principal Risks” and “Additional Information About Fund
Investment Strategies and Related Risks.”
Equity
Securities.
Equity securities generally represent an ownership interest in an issuer, or may
be convertible into or represent a right
to acquire an ownership interest in an issuer. While there are many types of
equity securities, prices of all equity securities will fluctuate.
Economic, political and other events may affect the prices of broad equity
markets. For example, changes in inflation or consumer
demand may affect the prices of equity securities generally in the United
States. Similar events also may affect the prices of particular
equity securities. For example, news about the success or failure of a new
product may affect the price of a particular issuer’s
equity securities.
European
Investments.
A principal risk factor associated with investment in the Fund relates to the
Fund’s investments in Europe. In
particular, adverse political (including geopolitical), social, economic or
other developments in Europe, or in a particular European or
neighboring country, such as growth of the economic output (the gross national
product), the rate of inflation, the rate at which capital
is reinvested into European economies, the success of governmental actions to
reduce budget deficits, the resource self-sufficiency
of European countries and interest and monetary exchange rates between European
countries, could cause a substantial decline
in the value of the Fund. In addition, European financial markets may experience
volatility due to, among other things, concerns
about high government debt levels, credit rating downgrades, unemployment
levels, the future of the Euro as a common currency,
possible restructuring of government debt and other government measures
responding to those concerns, and fiscal and monetary
controls imposed on member countries of the European Union. The economies and
markets of European countries are often
closely connected and interdependent, and events in one country in Europe can
have an adverse impact on other European countries.In
addition, the Fund’s investments in Europe are subject to certain risks
associated with the 2016 referendum on the United
Kingdom’s (“UK”) membership in the European Union (“EU”). See “Foreign
Securities—Referendum on the UK’s EU Members”,
below.
The
economies of European countries have become increasingly interconnected due to,
among other things, the membership of many
European countries in the EU and/or the European Economic and Monetary
Union (“EMU”). The EU and EMU have worked
to establish a single European market with a common trade policy and a single
currency. Many member states have adopted the
Euro as their single currency and no longer control their own monetary policy.
As a result, governments of such countries have less
flexibility in the face of economic downturns in their local economies. In
addition, the Fund’s investments could be adversely affected
in the event that one or more countries were to abandon the Euro, which could
cause a decline in the value of the Euro and investments
tied to those countries.
In
addition, because the Fund’s investments are concentrated in Europe, the Fund’s
performance may be more volatile than if the Fund
held a more geographically diversified set of investments. In addition, if one
or more countries leave the EU or the EU dissolves,
the world’s securities markets likely will be significantly disrupted. The
financial instability of some countries in the EU together
with the risk of such instability impacting other more stable countries may
increase the economic risk of investing in companies
in Europe.
Foreign
Securities.
Investing in foreign securities involves certain special considerations which
are not typically associated with investments
in the securities of U.S. issuers. Foreign issuers are not generally subject to
uniform accounting, auditing and financial reporting
standards and may have policies that are not comparable to those of domestic
issuers. As a result, there may be less information
available about foreign issuers than about domestic issuers. Securities of some
foreign issuers may be less liquid and more volatile
than securities of comparable domestic issuers. There is generally less
stringent investor protections and disclosure standards, and
less government supervision and regulation of stock exchanges, brokers and
listed issuers than in the United States. In addition, with
respect to certain foreign countries, there is a possibility of expropriation or
confiscatory taxation, political and social instability,
or
diplomatic developments which could affect U.S. investments in those countries.
The costs of investing in foreign countries frequently
are higher than the costs of investing in the United States. Although the
Adviser endeavors to achieve the most favorable execution
costs in portfolio transactions, fixed commissions on many foreign stock
exchanges are generally higher than negotiated commissions
on U.S. exchanges. In addition, investments in certain foreign markets that have
historically been considered stable may become
more volatile and subject to increased risk due to ongoing developments and
changing conditions in such markets. Moreover,
the growing interconnectivity of global economies and financial markets has
increased the probability that adverse developments
and conditions in one country or region will affect the stability of economies
and financial markets in other countries or
regions. For instance, if one or more countries leave the European Union (“EU”)
or the EU dissolves, the world’s securities markets
likely will be significantly disrupted.
Investments
in foreign markets may also be adversely affected by governmental actions such
as the imposition of capital controls, nationalization
of companies or industries, expropriation of assets or the imposition of
punitive taxes. The governments of certain countries
may prohibit or impose substantial restrictions on foreign investing in their
capital markets or in certain sectors or industries.
In addition, a foreign government may limit or cause delay in the convertibility
or repatriation of its currency which would
adversely affect the U.S. dollar value and/or liquidity of investments
denominated in that currency. Certain foreign investments
may become less liquid in response to market developments or adverse investor
perceptions, or become illiquid after purchase
by the
Fund, particularly during periods of market turmoil. When the
Fund holds illiquid investments, its portfolio may be harder
to value.
Investments
in securities of foreign issuers may be denominated in foreign currencies.
Accordingly, the value of the
Fund’s assets, as measured
in U.S. dollars, may be affected favorably or unfavorably by changes in currency
exchange rates and in exchange control regulations. The
Fund may incur costs in connection with conversions between various
currencies.
Certain
foreign markets may rely heavily on particular industries or foreign capital and
are more vulnerable to diplomatic developments,
wars, the imposition of economic sanctions against a particular country or
countries, organizations, companies, entities and/or
individuals, changes in international trading patterns, trade barriers, and
other protectionist or retaliatory measures. International
trade barriers or economic sanctions against foreign countries, organizations,
companies, entities and/or individuals, may
adversely affect the
Fund’s foreign holdings or exposures. Investments in foreign markets may also be
adversely affected by governmental
actions such as the imposition of capital controls, nationalization of companies
or industries, expropriation of assets, or the
imposition of punitive taxes. Governmental actions can have a significant effect
on the economic conditions in foreign countries, which
also may adversely affect the value and liquidity of the
Fund’s investments. For example, the governments of certain countries
may
prohibit or impose substantial restrictions on foreign investing in their
capital markets or in certain sectors or industries. In addition,
a foreign government may limit or cause delay in the convertibility or
repatriation of its currency which would adversely affect
the U.S. dollar value and/or liquidity of investments denominated in that
currency. Any of these actions could severely affect security
prices, impair the
Fund’s ability to purchase or sell foreign securities or
transfer the
Fund’s assets back into the U.S., or otherwise
adversely affect the
Fund’s operations. Certain foreign investments may become less liquid in
response to market developments
or adverse investor perceptions, or become illiquid after purchase
by the
Fund, particularly during periods of market turmoil.
Certain foreign investments may become illiquid when, for instance, there are
few, if any, interested buyers and sellers or when
dealers are unwilling to make a market for certain securities.
When the
Fund holds illiquid investments, its portfolio may be harder
to value.
The
U.S. and governments of other countries may renegotiate some or all of its
global trade relationships and may impose or threaten to
impose significant import tariffs. The imposition of tariffs, trade
restrictions, currency restrictions or similar actions (or retaliatory
measures
taken in response to such actions) could lead to price volatility and overall
declines in U.S. and global investment markets. In
addition, the Holding Foreign Companies Accountable Act (the “HFCAA”) could
cause securities of a foreign (non-U.S.) company,
including ADRs, to be delisted from U.S. stock exchanges if the company does not
allow the U.S. government to oversee the
auditing of its financial information. Although the requirements of the HFCAA
apply to securities of all foreign (non-U.S.) issuers,
the SEC has thus far limited its enforcement efforts to securities of Chinese
companies. If securities are delisted, the Fund’s ability
to transact in such securities will be impaired, and the liquidity and market
price of the securities may decline. The Fund may also
need to seek other markets in which to transact in such securities, which could
increase the Fund’s costs.
Certain
foreign governments may levy withholding or other taxes on dividend and interest
income. Although in some countries a portion
of these taxes may be recoverable, the non-recovered portion of foreign
withholding taxes will reduce the income received from
investments in such countries. See “Taxes”, below.
Unless
otherwise noted in the
Fund’s Prospectus, the Adviser may consider an issuer to be from a
particular country (including the United
States) or geographic region if: (i) its principal securities trading market is
in that country or geographic region; (ii) alone or on
a consolidated basis it derives 50% or more of its annual revenue or profits
from goods produced, sales made or services performed in
that country or geographic region or has at least 50% of its assets, core
business operations and/or employees in that country or geographic
region; or (iii) it is organized under the laws of, or has a principal office
in, that country or geographic region. By applying these
tests, it is possible that a particular issuer could be deemed to be from more
than one country or geographic region.
Foreign
securities may include, without limitation, foreign equity securities, which are
equity securities of a non-U.S. issuer, foreign government
fixed-income securities, which are fixed-income securities issued by a
government other than the U.S. Government or government-related
issuer in a country other than the United States, and foreign corporate
fixed-income securities, which are fixed-income
securities issued by a private issuer in a country other than the United
States.
On
February 1, 2022, the European Union adopted a settlement discipline regime
pursuant to Central Securities Depositories Regulation
(“CSDR”) that introduced new measures for the authorization and supervision of
European Union Central Security Depositories.
CSDR aims to reduce the number of settlement fails that occur in European
Economic Area (“EEA”) central securities depositories
(“CSDs”) and address settlement fails where they occur. Under the regime, among
other things, EEA CSDs are required to
impose cash penalties on participants that cause settlement fails and distribute
these to receiving participants. The CSDR requirements
apply to transactions in transferable securities (e.g., stocks and bonds), money
market instruments, shares of funds and emission
allowances that will be settled through an EEA CSD and are admitted to trading
or traded on an EEA trading venue or cleared
by an EEA central counterparty. The Fund may bear the net effect of any
penalties and credits incurred under the CSDR in respect
of its trading, which could increase the Fund’s expenses and adversely affect
Fund performance. The Adviser may seek reimbursement
from the relevant broker, agent, or subadviser (as applicable), as determined by
the Adviser from time to time, although
there can be no assurance that the Adviser will seek such reimbursement or that
the Fund will recover or be reimbursed for any
amounts at issue.
Investments
in foreign companies and countries are subject to economic sanction and trade
laws in the United States and other jurisdictions.
These laws and related governmental actions may, from time to time, prohibit
the
Fund from investing in certain countries
and in certain companies. Investments in certain countries and companies may be,
and have in the past been, restricted as a result
of the imposition of economic sanctions. In addition, economic sanction laws in
the United States and other jurisdictions may prohibit
the
Fund from transacting with a particular country or countries, organizations,
companies, entities and/or individuals. These
types of sanctions may significantly restrict or completely prohibit investment
activities in certain jurisdictions.
Economic
sanctions and other similar governmental actions could, among other things,
effectively restrict or eliminate the
Fund’s ability
to purchase or sell securities or groups of securities, and thus may make the
Fund’s investments in such securities less liquid or more
difficult to value. In addition, as a result of economic sanctions, the Fund may
be forced to sell or otherwise dispose of investments
at inopportune times or prices, which could result in losses to the Fund and
increased transaction costs. These conditions may
be in place for a substantial period of time and enacted with limited advance
notice to the Fund.
In
addition, such economic sanctions or other government restrictions may
negatively impact the value or liquidity of the
Fund’s investments,
and could impair the Fund’s ability to meet its investment objective or invest
in accordance with its investment strategy because
the Fund may, for example, be prohibited from investing in securities issued by
companies subject to such restrictions and the
Fund could be required to freeze or divest its existing investments that the
Adviser would otherwise consider to be attractive.
The
risks posed by economic sanctions against a particular foreign country, its
nationals or industries or businesses within the country may
be heightened to the extent the
Fund invests significantly in the affected country or region or in issuers from
the affected country
that depend on global markets.
Referendum
on the UK’s EU Membership.
In an advisory referendum held in June 2016, the United Kingdom (“UK”)
electorate voted to
leave the EU, an event widely referred to as “Brexit.” On January 31, 2020, the
UK officially withdrew from the EU and on December
30, 2020, the EU and UK signed the EU-UK Trade and Cooperation Agreement
(“TCA”), an agreement on the terms governing
certain aspects of the EU’s and the UK’s relationship. Notwithstanding the TCA,
there is likely to be considerable uncertainty
as to the UK’s post-transition framework.
The
full impact on the UK and the EU and the broader global economy is still unknown
but could be significant and could result in increased
volatility and illiquidity and potentially lower economic growth. Brexit may
have a negative impact on the economy and currency
of the UK and the EU as a result of anticipated, perceived or actual changes to
the UK’s economic and political relations with
the EU. The impact of Brexit, and its ultimate implementation, on the economic,
political and regulatory environment of the UK
and the EU could have global ramifications.
The Fund
may make investments in the UK, other EU members and in non-EU countries that
are directly or indirectly affected by the
exit of the UK from the EU. Adverse legal, regulatory or economic conditions
affecting the economies of the countries in which the
Fund
conduct its
business (including making investments) and any corresponding deterioration in
global macro-economic conditions
could have a material adverse effect on the
Fund’s investment returns. Potential consequences to which the Fund may
be exposed,
directly or indirectly, as a result of the UK referendum vote include, but are
not limited to, market dislocations, economic and
financial instability in the UK and in other EU members, increased volatility
and reduced liquidity in financial markets, reduced availability
of capital, an adverse effect on investor and market sentiment, Sterling and
Euro destabilization, reduced deal flow in the
Fund’s
target markets, increased counterparty risk and regulatory, legal and compliance
uncertainties. Any of the foregoing or similar risks
could have a material adverse effect on the operations, financial condition or
investment returns of the Fund
and/or the Adviser in
general. The effects on the UK, European and global economies of the exit of the
UK (and/or other EU members during the term
of
the Fund)
from the EU, or the exit of other EU members from the European monetary area
and/or the redenomination of financial
instruments from the Euro to a different currency, are difficult to predict and
to protect fully against. Many of the foregoing risks
are outside of the control of the Fund
and the Adviser. These risks may affect the
Fund, the Adviser and other service providers given
economic, political and regulatory uncertainty created by Brexit.
Emerging
Market Securities. The
Fund may invest in emerging market securities. An emerging market security is a
security issued by
an emerging market foreign government or private issuer. An emerging market
foreign government or private issuer has one or more
of the following characteristics: (i) its principal securities trading market is
in an emerging market or developing country; (ii) alone
or on a consolidated basis it derives 50% or more of its annual revenue or
profits from goods produced, sales made or services performed
in an emerging market or developing country or has at least 50% of its assets,
core business operations and/or employees in
an emerging market or developing country; or (iii) it is organized under the
laws of, or has a principal office in, an emerging market
or developing country. Based on these criteria it is possible for a security to
be considered issued by an issuer in more than one country.
Emerging
market describes any country that is generally considered to be an emerging or
developing country by major organizations in
the international financial community or by the
Fund’s benchmark index.
The
economies of individual emerging market or developing countries may differ
favorably or unfavorably from the U.S. economy in such
respects as growth of gross domestic product, rate of inflation or deflation,
currency depreciation, capital reinvestment, resource self-sufficiency
and balance of payments position. Further, the economies of developing countries
generally are heavily dependent upon
international trade and, accordingly, have been, and may continue to be,
adversely affected by trade barriers, exchange controls, managed
adjustments in relative currency values and other protectionist measures. These
economies also have been, and may continue
to be, adversely affected by economic conditions in the countries with which
they trade.
Prior
governmental approval for foreign investments may be required under certain
circumstances in some emerging market or developing
countries, and the extent of foreign investment in certain fixed-income
securities and domestic companies may be subject to
limitation in other emerging market or developing countries. Foreign ownership
limitations also may be imposed by the charters of
individual companies in emerging market or developing countries to prevent,
among other concerns, violation of foreign investment
limitations. Repatriation of investment income, capital and the proceeds of
sales by foreign investors may require governmental
registration and/or approval in some emerging countries. The
Fund could be adversely affected by delays in, or a refusal
to grant, any required governmental registration or approval for such
repatriation. Any investment subject to such repatriation controls
will be considered illiquid if it appears reasonably likely that this process
will take more than seven days.
Certain
emerging market countries may be subject to less stringent requirements
regarding accounting, auditing, financial reporting and
record keeping and therefore, material information related to an investment may
not be available or reliable. In addition, the
Fund
is limited in its ability to exercise its legal rights or enforce a
counterparty’s legal obligations in certain jurisdictions outside of
the
United States, in particular, in emerging markets countries.
Investment
in emerging market or developing countries may entail purchasing securities
issued by or on behalf of entities that are insolvent,
bankrupt, in default or otherwise engaged in an attempt to reorganize or
reschedule their obligations and in entities that have
little or no proven credit rating or credit history. In any such case, the
issuer’s poor or deteriorating financial condition may increase
the likelihood that the
Fund will experience losses or diminution in available gains due to
bankruptcy, insolvency or fraud. Emerging
market or developing countries also pose the risk of nationalization,
expropriation or confiscatory taxation, political changes,
government regulation, social instability or diplomatic developments (including
war) that could adversely affect the economies
of such countries or the value of the
Fund’s investments in those countries. In addition, it may be difficult to
obtain and enforce
a judgment in a court outside the United States.
The Fund
may also be exposed to an extra degree of custodial and/or market risk,
especially where the securities purchased are not traded
on an official exchange or where ownership records regarding the securities are
maintained by an unregulated entity (or even the
issuer itself).
Market
and Geopolitical Risk.
The value of your investment in the Fund is based on the values of the Fund’s
investments. These values
change daily due to economic and other events that affect markets generally, as
well as those that affect particular regions, countries,
industries, companies or governments. Price movements, sometimes called
volatility, may be greater or less depending on the
types of securities the Fund owns and the markets in which the securities trade.
The increasing interconnectivity between global economies
and markets increases the likelihood that events or conditions in one region,
sector, industry, market or with respect to one
company may adversely impact issuers in a different country, region, sector,
industry, or market. For example, adverse developments
in the banking or financial services sector could impact companies operating in
various sectors or industries (and in turn
adversely impact the Fund’s investments) and otherwise adversely affect the Fund
and its operations. Securities in the Fund’s portfolio
may underperform due to inflation (or expectations for inflation), interest
rates, global demand for particular products or resources,
natural disasters, pandemics, epidemics, terrorism, regulatory events and
governmental or quasi-governmental actions. The occurrence
of global events similar to those in recent years, such as terrorist attacks
around the world, natural disasters, social and
political
discord or debt crises and downgrades, among others, may result in market
volatility and may have long term effects on both the
U.S. and global financial markets. The occurrence of such events may be sudden
and unexpected, and it is difficult to predict when
similar events affecting the U.S. or global financial markets may occur, the
effects that such events may have and the duration of
those effects. Any such event(s) could have a significant adverse impact on the
value, liquidity and risk profile of the Fund’s portfolio,
as well as its ability to sell securities to meet redemptions. There is a risk
that you may lose money by investing in the Fund.
Social,
political, economic and other conditions and events, such as war, natural
disasters, health emergencies (e.g., epidemics and pandemics),
terrorism, conflicts, social unrest, recessions, inflation, rapid interest rate
changes and supply chain disruptions may occur
and could significantly impact issuers, industries, governments and other
systems, including the financial markets. As global systems,
economies and financial markets are increasingly interconnected, events that
once had only local impact are now more likely to
have regional or even global effects. Events that occur in one country, region
or financial market will, more frequently, adversely impact
issuers in other countries, regions or markets. These impacts can be exacerbated
by failures of governments and societies to adequately
respond to an emerging event or threat. These types of events quickly and
significantly impact markets in the U.S. and across
the globe leading to extreme market volatility and disruption. The extent and
nature of the impact on supply chains or economies
and markets from these events is unknown, particularly if a health emergency or
other similar event, such as COVID (the “Coronavirus”), persists
for an extended period of time. Social, political, economic and other conditions
and events, such as natural disasters,
health emergencies (e.g., epidemics and pandemics), terrorism, conflicts, social
unrest, recessions, inflation, rapid interest rate
changes and supply chain disruption could reduce consumer demand or economic
output, result in market closures, travel restrictions
or quarantines, and generally have a significant impact on the economies and
financial markets and the Adviser’s investment
advisory activities and services of other service providers, which in turn could
adversely affect the Fund’s investments and other
operations. The value of the Fund’s investment may decrease as a result of such
events, particularly if these events adversely impact
the operations and effectiveness of the Adviser or key service providers or if
these events disrupt systems and processes necessary
or beneficial to the investment advisory or other activities on behalf of the
Fund.
Many
countries have experienced outbreaks of infectious illnesses in recent decades,
including swine flu, avian influenza, SARS and Coronavirus,
and may experience similar outbreaks in the future. For example, the Coronavirus
outbreak resulted in numerous deaths
and the imposition of both local and more widespread “work from home” and other
quarantine measures, border closures and other
travel restrictions, causing social unrest and commercial disruption on a global
scale and significant volatility in financial markets.
Additionally,
health crises and geopolitical developments have in the past caused, and may in
the future cause, disruption in supply chains,
and adversely impacted a number of industries, including but not limited to
retail, transportation, hospitality and entertainment.
In addition to these or other developments having adverse consequences for
certain companies and other issuers in which
the Fund invests and the value of the Fund’s investments therein, the operations
of the Adviser (including those relating to the Fund)
could be impacted adversely, including through quarantine measures and travel
restrictions imposed on the Adviser’s or service providers’
personnel located in affected countries, regions or local areas, or any related
health issues of such personnel. Any of the foregoing
events could materially and adversely affect the Adviser’s ability to source,
manage and divest investments on behalf of the Fund
and pursue the Fund’s investment objectives and strategies. Given the
significant economic and financial market disruptions and
general uncertainty associated with pandemics, the valuation and performance of
the Fund’s investments may be impacted adversely.
During
periods of low interest rates, the Fund’s susceptibility to interest rate risk
(i.e., the risks associated with changes in interest rates)
may be magnified, its yield and income may be diminished and its performance may
be adversely affected (e.g., during periods of
low interest rates, the Fund may be unable to maintain positive returns). These
levels of interest rates may magnify the risks associated
with rising interest rates. Changing interest rates, including rates that fall
below zero, may have unpredictable effects on markets,
including market volatility and reduced liquidity, and may adversely affect the
Fund’s yield, income and performance. Government
and other public debt can be adversely affected by changes in local and global
economic conditions that result in increased
debt levels. Although high levels of government and other public debt do not
necessarily indicate or cause economic problems,
high levels of debt may create certain systemic risks if sound debt management
practices are not implemented. A high debt level
may increase market pressures to meet an issuer’s funding needs, which may
increase borrowing costs and cause a government or public
or municipal entity to issue additional debt, thereby increasing the risk of
refinancing. A high debt level also raises concerns that
the issuer may be unable or unwilling to repay the principal or interest on its
debt, which may adversely impact instruments held by
the Fund that rely on such payments. Governmental and quasi-governmental
responses to certain economic or other conditions may
lead to increasing government and other public debt, which heighten these risks.
Unsustainable debt levels can lead to declines in
the value of currency, and can prevent a government from implementing effective
counter-cyclical fiscal policy during economic downturns,
can generate or contribute to an economic downturn or cause other adverse
economic or market developments, such as increases
in inflation or volatility. Increasing government and other public debt may
adversely affect issuers, obligors, guarantors or instruments
across a variety of asset classes.
Derivatives.
The
Fund may, but is not
required to, use various derivatives and other similar instruments as described
below. Derivatives
may be used for a variety of purposes including hedging, risk management,
portfolio management or to earn income. Any or
all of the investment techniques described herein may be used at any time and
there is no particular strategy that dictates the use of one
technique rather than another, as the use of any derivative by the Fund
is a function of numerous variables, including market conditions.
The Fund
complies with applicable regulatory requirements when using derivatives.
Although the Adviser seeks to use derivatives
to further the
Fund’s investment objective, no assurance can be given that the use of
derivatives will achieve this result.
Derivative
instruments used by the Fund will be counted toward the Fund’s 80% policy, if
applicable, discussed in the prospectus to the
extent they have economic characteristics similar to the securities included
within that policy.
General
Risks of Derivatives.
Derivatives utilized by the
Fund may involve the purchase and sale of derivative instruments. A derivative
is
a financial instrument the value of which depends upon (or derives from) the
value of another asset, security, interest rate, index or financial
instrument. Derivatives may relate to a wide variety of underlying instruments,
including equity and debt securities, indices, interest
rates, currencies and other assets. Certain derivative instruments that
the
Fund may use and the risks of those instruments are described
in further detail below. The
Fund may in the future also utilize derivatives techniques, instruments and
strategies that may be
newly developed or permitted as a result of regulatory changes, consistent
with the
Fund’s investment objective and policies. Such newly
developed techniques, instruments and strategies may involve risks different
than or in addition to those described herein. No assurance
can be given that any derivatives strategy employed by the
Fund will be successful.
The
risks associated with the use of derivatives are different from, and possibly
greater than, the risks associated with investing directly
in the instruments underlying such derivatives. Derivatives are highly
specialized instruments that require investment techniques
and risk analyses different from other portfolio investments. The use of
derivative instruments requires an understanding not
only of the underlying instrument but also of the derivative itself. Certain
risk factors generally applicable to derivative transactions
are described below.
■ |
Derivatives
are subject to the risk that the market value of the derivative itself or
the market value of underlying instruments will change
in a way adverse to the
Fund’s interests. The
Fund bears the risk that the Adviser may incorrectly forecast future
market trends
and other financial or economic factors or the value of the underlying
security, index, interest rate or currency when establishing
a derivatives position for the
Fund. |
■ |
Derivatives
may be subject to pricing risk, which exists when a derivative becomes
extraordinarily expensive (or inexpensive) relative
to historical prices or corresponding instruments. Under such market
conditions, it may not be economically feasible to initiate
a transaction or liquidate a position at an advantageous time or
price. |
■ |
Many
derivatives are complex and often valued subjectively. Improper valuations
can result in increased payment requirements to
counterparties or a loss of value to the
Fund. Many derivatives may also involve operational and legal
risks. |
■ |
Using
derivatives as a hedge against a portfolio investment
subjects the
Fund to the risk that the derivative will have imperfect correlation
with the portfolio investment, which could result in the
Fund incurring substantial losses. This correlation risk may be
greater in the case of derivatives based on an index or other basket of
securities, as the portfolio securities being hedged may not
duplicate the components of the underlying index or the basket may not be
of exactly the same type of obligation as those underlying
the derivative. The use of derivatives for “cross hedging” purposes (using
a derivative based on one instrument as a hedge
on a different instrument) may also involve greater correlation
risks. |
■ |
While
using derivatives for hedging purposes can reduce the
Fund’s risk of loss, it may also limit the
Fund’s opportunity for gains
or result in losses by offsetting or limiting the
Fund’s ability to participate in favorable price movements in portfolio
investments. |
■ |
Derivatives
transactions for non-hedging purposes involve greater risks and may result
in losses which would not be offset by increases
in the value of portfolio securities or declines in the cost of securities
to be acquired. In the event that the
Fund enters into
a derivatives transaction as an alternative to purchasing or selling the
underlying instrument or in order to obtain desired exposure
to an index or market, the
Fund will be exposed to the same risks as are incurred in purchasing or
selling the underlying
instruments directly as well as the additional risks associated with
derivatives transactions. |
■ |
The
use of certain derivatives transactions, including over-the-counter
(“OTC”) derivatives, involves the risk of loss resulting from
the insolvency or bankruptcy of the counterparty to the contract or the
failure by the counterparty to make required payments
or otherwise comply with the terms of the contract. In the event of
default by a counterparty, the
Fund may have contractual
remedies pursuant to the agreements related to the
transaction. |
■ |
Liquidity
risk exists when a particular derivative is difficult to purchase or sell.
If a derivative transaction is particularly large or if the
relevant market is illiquid, the
Fund may be unable to initiate a transaction or liquidate a position at an
advantageous time or
price. |
■ |
While
some derivatives are cleared through a regulated, central clearinghouse,
many derivatives transactions are not entered into or
traded on exchanges or in markets regulated by the U.S. Commodity Futures
Trading Commission (“CFTC”) or the SEC. Instead,
in some cases, certain types of bilateral OTC derivatives are entered into
directly by the
Fund and a counterparty and may
be traded only through financial institutions acting as market makers. OTC
derivatives transactions can only be entered into
with a willing counterparty that is approved by the Adviser in accordance
with guidelines established by the Board. Where no
such counterparty is available, the
Fund will be unable to enter into a desired OTC transaction. There also
may be greater |
|
risk
that no liquid secondary market in the trading of OTC derivatives will
exist, in which case the
Fund may be required to hold
such instruments until exercise, expiration or maturity. Many of the
protections afforded to participants in the cleared derivatives
markets are not available to participants in bilateral OTC derivatives
transactions. Bilateral OTC derivatives transactions
are not subject to the guarantee of a clearinghouse and, as a
result, the
Fund would bear greater risk of default by the
counterparties to such transactions. |
■ |
The Fund
may be required to make physical delivery of portfolio securities
underlying a derivative in order to close out or to meet
margin and payment requirements and a derivatives position or to sell
portfolio securities at a time or price at which it may be
disadvantageous to do so in order to obtain cash to close out or to
maintain a derivatives position. |
■ |
As
a result of the structure of certain derivatives, adverse changes in,
among other things, interest rates, volatility or the value of
the
underlying instrument can result in losses substantially greater than the
amount invested in the derivative itself. Certain derivatives
have the potential for unlimited loss, regardless of the size of the
initial investment. |
■ |
Certain
derivatives may be classified as illiquid and therefore subject to
the
Fund’s limitation on investments in illiquid investments. |
■ |
Derivatives
transactions conducted outside the United States may not be conducted in
the same manner as those entered into on
U.S. exchanges, and may be subject to different margin, exercise,
settlement or expiration procedures. Brokerage commissions,
clearing costs and other transaction costs may be higher on foreign
exchanges. Many of the risks of OTC derivatives
transactions are also applicable to derivatives transactions conducted
outside the United States. Derivatives transactions
conducted outside the United States are subject to the risk of
governmental action affecting the trading in, or the prices
of, foreign securities, currencies and other instruments. The value of
such positions could be adversely affected by foreign political
and economic factors; lesser availability of data on which to make trading
decisions; delays on the
Fund’s ability to act upon
economic events occurring in foreign markets; and less liquidity than U.S.
markets. |
■ |
Currency
derivatives are subject to additional risks. Currency derivatives
transactions may be negatively affected by government exchange
controls, blockages and manipulation. Currency exchange rates may be
influenced by factors extrinsic to a country’s economy.
There is no systematic reporting of last sale information with respect to
underlying foreign currencies. As a result, the available
information on which trading in currency derivatives will be based may not
be as complete as comparable data for other
transactions. Events could occur in the foreign currency market which will
not be reflected in currency derivatives until the
following day, making it more difficult for the
Fund to respond to such events in a timely
manner. |
Regulatory
Matters.
Regulatory developments affecting the exchange-traded and OTC derivatives
markets may impair the Fund’s ability
to manage or hedge its investment portfolio through the use of derivatives. In
particular, in October 2020, the SEC adopted a final
rule related to the use of derivatives, short sales, reverse repurchase
agreements and certain other transactions by registered investment
companies that rescinded and withdrew the guidance of the SEC and its staff
regarding asset segregation and cover transactions
previously applicable to the Fund’s derivatives and other transactions. These
requirements may limit the ability of the Fund
to use derivatives and reverse repurchase agreements and similar financing
transactions as part of its investment strategies. The final
rule requires the Fund to trade derivatives and other transactions that create
future payment or delivery obligations subject to a value-at-risk
(“VaR”) leverage limit, certain derivatives risk management program and
reporting requirements. Generally, these requirements
apply unless the Fund qualifies as a “limited derivatives user.” Under the final
rule, when the Fund trades reverse repurchase
agreements or similar financing transactions, including certain tender option
bonds, it needs to aggregate the amount of indebtedness
associated with the reverse repurchase agreements or similar financing
transactions with the aggregate amount of any other
senior securities representing indebtedness when calculating the Fund’s asset
coverage ratio or treat all such transactions as derivatives
transactions. Reverse repurchase agreements or similar financing transactions
aggregated with other indebtedness do not need
to be included in the calculation of whether the Fund is a limited derivatives
user, but for funds subject to the VaR testing, reverse
repurchase agreements and similar financing transactions must be included for
purposes of such testing whether treated as derivatives
transactions or not. The SEC also provided guidance in connection with the rule
regarding use of securities lending collateral
that may limit the Fund’s securities lending activities. In addition, under the
rule, the Fund is permitted to invest in a security
on a when-issued or forward-settling basis, or with a non-standard settlement
cycle, and the transaction will be deemed not to
involve a senior security under the 1940 Act, provided that (i) the Fund intends
to physically settle the transaction and (ii) the transaction
will settle within 35 days of its trade date (the “Delayed-Settlement Securities
Provision”). The Fund may otherwise engage
in such transactions that do not meet the conditions of the Delayed-Settlement
Securities Provision so long as the Fund treats any
such transaction as a “derivatives transaction” for purposes of compliance with
the rule. Furthermore, under the rule, the Fund will
be permitted to enter into an unfunded commitment agreement, and such unfunded
commitment agreement will not be subject to
the asset coverage requirements under the 1940 Act, if the Fund reasonably
believes, at the time it enters into such agreement, that it
will have sufficient cash and cash equivalents to meet its obligations with
respect to all such agreements as they come due. These requirements
may increase the cost of the Fund’s investments and cost of doing business,
which could adversely affect investors. The Dodd-Frank
Act and the rules promulgated thereunder may limit the ability of the Fund to
enter into one or more exchange-traded or
OTC derivatives transactions.
The
Fund’s use of derivatives may also be limited by the requirements of the Code
for qualification as a RIC for U.S. federal income tax
purposes.
The
Adviser, with respect to the Fund, has filed a notice of eligibility with the
National Futures Association (“NFA”) claiming an exclusion
from the definition of the term “commodity pool operator” (“CPO”) pursuant to
CFTC Regulation 4.5, as promulgated under
the Commodity Exchange Act, as amended (“CEA”), with respect to the Fund’s
operations. In addition, the Adviser will operate
the Subsidiary (as defined below) in reliance on an exemption from regulation as
a CPO under CFTC Regulation 4.13(a)(3). Therefore,
neither the Fund nor the Adviser (with respect to the Fund and the Subsidiary)
is subject to registration or regulation as a commodity
pool or CPO under the CEA. If the Adviser or the Fund becomes subject to these
requirements, as well as related NFA rules,
the Fund may incur additional compliance and other expenses.
With
respect to investments in swap transactions, commodity futures, commodity
options or certain other commodity interests used for
purposes other than bona fide hedging purposes, an investment company must meet
one of the following tests under the amended
regulations in order for its investment adviser to claim an exemption from being
considered a CPO. First, the aggregate initial
margin and premiums required to establish an investment company’s positions in
such investments may not exceed five percent
(5%) of the liquidation value of the investment company’s portfolio (after
accounting for unrealized profits and unrealized losses
on any such investments). Alternatively, the aggregate net notional value of
such instruments, determined at the time of the most
recent position established, may not exceed one hundred percent (100%) of the
liquidation value of the investment company’s portfolio
(after accounting for unrealized profits and unrealized losses on any such
positions). In addition to meeting one of the foregoing
trading limitations, the investment company may not market itself as a commodity
pool or otherwise as a vehicle for trading
in the commodity futures, commodity options or swaps and derivatives
markets.
Regulations
recently adopted by federal banking regulators under the Dodd-Frank Act
require that certain qualified financial contracts
(“QFCs”) with counterparties that are part of U.S. or foreign global
systemically important banking organizations be amended
to include contractual restrictions on close-out and cross-default rights. QFCs
include, but are not limited to, securities contracts,
commodities contracts, forward contracts, repurchase agreements, securities
lending agreements and swaps agreements, as well
as related master agreements, security agreements, credit enhancements, and
reimbursement obligations. If a covered counterparty
of the Fund or certain of the covered counterparty’s affiliates were to become
subject to certain insolvency proceedings, the
Fund may be temporarily unable to exercise certain default rights, and the QFC
may be transferred to another entity. These requirements
may impact the Fund’s credit and counterparty risks.
Combined
Transactions.
Combined transactions involve entering into multiple derivatives transactions
(such as multiple options transactions,
including purchasing and writing options in combination with each other;
multiple futures transactions; and combinations
of options, futures, forward and swap transactions) instead of a single
derivatives transaction in order to customize the risk
and return characteristics of the overall position. Combined transactions
typically contain elements of risk that are present in each
of the component transactions. The
Fund may enter into a combined transaction instead of a single derivatives
transaction when,
in the opinion of the Adviser, it is in the best interest of the Fund to do so.
Because combined transactions involve multiple transactions,
they may result in higher transaction costs and may be more difficult to close
out.
Options.
An option is a contract that gives the holder of the option the right, but not
the obligation, to buy from (in the case of a call
option) or sell to (in the case of a put option) the buyer or seller, as
applicable, of the option (the “option writer”) the underlying instrument
at a specified fixed price (the “exercise price”) on or prior to a specified
date for American options or only at expiration for European
options (the “expiration date”). The buyer of the option pays to the option
writer the option premium, which is the purchase
price of the option.
Exchange-traded
options are issued by a regulated intermediary such as the Options Clearing
Corporation (“OCC”), which guarantees
the performance of the obligations of the parties to such options. OTC options
are purchased from or sold to counterparties
through direct bilateral agreements between the
Fund and its counterparties. Certain options, such as options on individual
securities, are settled through physical delivery of the underlying security,
whereas other options, such as index options, may
be settled in cash in an amount based on the difference between the value of the
underlying instrument and the strike price, which
is then multiplied by a specified multiplier.
Writing
Options.
The
Fund
may write call and put options. As the writer of a call option, the
Fund receives the premium from the purchaser
of the option and has the obligation, upon exercise of the option, to deliver
the underlying security upon payment of the exercise
price. If the option expires without being exercised the
Fund is not required to deliver the underlying security and retains the
premium
received.
The
Fund
may write call options that are “covered.” A call option on a security is
covered if (a) the
Fund owns the security underlying
the call or has an absolute and immediate right to acquire that security without
additional cash consideration (or, if additional
cash consideration is required, such amount is maintained by the
Fund in earmarked or segregated cash or liquid assets) upon
conversion or exchange of other securities held by the
Fund; or (b) the
Fund has purchased a call on the underlying security, the
exercise price of which is (i) equal to or less than the exercise price of the
call written, or (ii) greater than the exercise price of the call
written, provided the difference is maintained by the
Fund in earmarked or segregated cash or liquid assets.
Selling
call options involves the risk that the
Fund may be required to sell the underlying security at a disadvantageous price,
below the
market price of such security, at the time the option is exercised. As the
writer of a covered call option, the
Fund forgoes, during the
option’s life, the opportunity to profit from increases in the market value of
the underlying security covering the option above the sum
of the premium and the exercise price but retains the risk of loss should the
price of the underlying security decline.
The
Fund
may write put options. As the writer of a put option, the
Fund receives the premium from the purchaser of the option and has
the obligation, upon exercise of the option, to pay the exercise price and
receive delivery of the underlying security. If the option expires
without being exercised, the
Fund is not required to receive the underlying security in exchange for the
exercise price and retains
the option premium.
The
Fund
may write put options that are “covered.” A put option on a security is covered
if (a) the
Fund earmarks or segregates cash or
liquid assets equal to the exercise price; or (b) the
Fund has purchased a put on the same security as the put written, the exercise
price
of which is (i) equal to or greater than the exercise price of the put written,
or (ii) less than the exercise price of the put written, provided
the difference is maintained by the
Fund in earmarked or segregated cash or liquid assets.
Selling
put options involves the risk that the
Fund may be required to buy the underlying security at a disadvantageous price,
above the
market price of such security, at the time the option is exercised. While
the
Fund’s potential gain in writing a covered put option is
limited to the premium received plus the interest earned on the liquid assets
covering the put option, the
Fund’s risk of loss is equal to
the entire value of the underlying security, offset only by the amount of the
premium received.
The
Fund may close out an options position that it has written through a closing
purchase transaction. The
Fund could execute a closing
purchase transaction with respect to a written call option by purchasing a call
option on the same underlying security that has the
same exercise price and expiration date as the call option written by
the
Fund. The
Fund could execute a closing purchase transaction
with respect to a put option written by purchasing a put option on the same
underlying security and having the same exercise
price and expiration date as the put option written by the
Fund. A closing purchase transaction may or may not result in a profit
to the
Fund. The
Fund can close out its position as an option writer only if a liquid market
exists for options on the same underlying
security that have the same exercise price and expiration date as the option
written by the
Fund. There is no assurance that
such a market will exist with respect to any particular option.
The
writer of an American option generally has no control over the time when the
option is exercised and the option writer is required
to deliver or acquire the underlying security. Once an option writer has
received an exercise notice, it cannot effect a closing purchase
transaction in order to terminate its obligation under the option. Thus, the use
of options may require the
Fund to buy or sell
portfolio securities at inopportune times or for prices other than the current
market values of such securities, which may limit the amount
of appreciation the
Fund can realize on an investment, or may cause the
Fund to hold a security that it might otherwise sell.
Purchasing
Options. The Fund
may purchase call and put options. As the buyer of a call option, the
Fund pays the premium to the option
writer and has the right to purchase the underlying security from the option
writer at the exercise price. If the market price of the
underlying security rises above the exercise price, the
Fund could exercise the option and acquire the underlying security at a
below-market
price, which could result in a gain to the
Fund, minus the premium paid. As the buyer of a put option, the
Fund pays the
premium to the option writer and has the right to sell the underlying security
to the option writer at the exercise price. If the market
price of the underlying security declines below the exercise price, the
Fund could exercise the option and sell the underlying security
at an above-market price, which could result in a gain to the
Fund, minus the premium paid. The
Fund may buy call and put
options whether or not it holds the underlying securities.
As
a buyer of a call or put option, the
Fund may sell put or call options that it has purchased at any time prior to
such option’s expiration
date through a closing sale transaction. The principal factors affecting the
market value of a put or a call option include supply
and demand, interest rates, the current market price of the underlying security
in relation to the exercise price of the option, the
volatility of the underlying security, the underlying security’s dividend
policy, and the time remaining until the expiration date. A closing
sale transaction may or may not result in a profit to the
Fund. The
Fund’s ability to initiate a closing sale transaction is dependent
upon the liquidity of the options market and there is no assurance that such a
market will exist with respect to any particular
option. If the
Fund does not exercise or sell an option prior to its expiration date, the
option expires and becomes worthless.
OTC
Options.
Unlike exchange-traded options, which are standardized with respect to the
underlying instrument, expiration date, contract
size and strike price, the terms of OTC options generally are established
through negotiation between the parties to the options
contract. This type of arrangement allows the purchaser and writer greater
flexibility to tailor the option to their needs. OTC options
are available for a greater variety of securities or baskets of securities, and
in a wider range of expiration dates and exercise prices,
than exchange-traded options. However, unlike exchange-traded options, which are
issued and guaranteed by a regulated intermediary,
such as the OCC, OTC options are entered into directly with the counterparty.
Unless the counterparties provide for it,
there is no central clearing or guaranty function for an OTC option. Therefore,
OTC options are subject to the risk of default or non-performance
by the counterparty. Accordingly, the Adviser must assess the creditworthiness
of the counterparty to determine the likelihood
that the terms of the option will be satisfied. There can be no assurance that a
continuous liquid secondary market will
exist
for any particular OTC option at any specific time. As a result, the
Fund may be unable to enter into closing sale transactions with
respect to OTC options.
Index
Options.
Call and put options on indices operate similarly to options on securities.
Rather than the right to buy or sell a single security
at a specified price, options on an index give the holder the right to receive,
upon exercise of the option, an amount of cash determined
by reference to the difference between the value of the underlying index and the
strike price. The underlying index may be
a broad-based index or a narrower market index. Unlike many options on
securities, all settlements are in cash. The settlement amount,
which the writer of an index option must pay to the holder of the option upon
exercise, is generally equal to the difference between
the strike price of the option and the value of the underlying index, multiplied
by a specified multiplier. The multiplier determines
the size of the investment position the option represents. Gain or loss to
the
Fund on index options transactions will depend,
in part, on price movements of the underlying index generally or in a particular
segment of the index rather than price movements
of individual components of the index. As with other options, the
Fund may close out its position in index options through
closing purchase transactions and closing sale transactions provided that a
liquid secondary market exists for such options.
Index
options written by the
Fund may be covered in a manner similar to the covering of other types of
options, by holding an offsetting
financial position and/or earmarking or segregating cash or liquid assets.
The
Fund may cover call options written on an index
by owning securities or other assets whose price changes, in the opinion of the
Adviser, are expected to correlate to those of the underlying
index.
Foreign
Currency Options.
Options on foreign currencies operate similarly to options on securities. Rather
than the right to buy or sell a
single security at a specified price, options on foreign currencies give the
holder the right to buy or sell foreign currency for a fixed amount
in U.S. dollars or other base currencies. Options on foreign currencies are
traded primarily in the OTC market, but may also be
traded on U.S. and foreign exchanges. The value of a foreign currency option is
dependent upon the value of the underlying foreign
currency relative to the U.S. dollar or other base currency. The price of the
option may vary with changes, among other things,
in the value of either or both currencies and has no relationship to the
investment merits of a foreign security. Options on foreign
currencies are affected by all of those factors that influence foreign exchange
rates and foreign investment generally. As with other
options, the
Fund may close out its position in foreign currency options through closing
purchase transactions and closing sale transactions
provided that a liquid market exists for such options.
Foreign
currency options written by the
Fund may be covered in a manner similar to the covering of other types of
options, by holding
an offsetting financial position and/or earmarking or segregating cash or liquid
assets.
Options
on Futures Contracts.
Options on futures contracts are similar to options on securities except that
options on futures contracts give
the purchasers the right, in return for the premium paid, to assume a position
in a futures contract (a long position in the case of a
call option and a short position in the case of a put option) at a specified
exercise price at any time prior to the expiration of the option.
Upon exercise of the option, the parties will be subject to all of the risks
associated with futures transactions and subject to margin
requirements. As the writer of options on futures contracts, the Fund would also
be subject to initial and variation margin requirements
on the option position. Options on futures contracts written by the Fund may be
covered in a manner similar to the covering
of other types of options, by holding an offsetting financial position and/or
earmarking or segregating cash or liquid assets. The
Fund may cover an option on a futures contract by purchasing or selling the
underlying futures contract. In such instances the exercise
of the option will serve to close out the Fund’s futures position.
Additional
Risks of Options Transactions.
The risks associated with options transactions are different from, and possibly
greater than, the
risks associated with investing directly in the underlying instruments. Options
are highly specialized instruments that require investment
techniques and risk analyses different from those associated with other
portfolio investments. The use of options requires an
understanding not only of the underlying instrument but also of the option
itself. Options may be subject to the risk factors generally
applicable to derivatives transactions described herein, and may also be subject
to certain additional risk factors, including:
■ |
The
exercise of options written or purchased by the
Fund could cause the
Fund to sell portfolio securities, thus increasing the
Fund’s
portfolio turnover. |
■ |
The
Fund pays brokerage commissions each time it writes or purchases an option
or buys or sells an underlying security in connection
with the exercise of an option. Such brokerage commissions could be higher
relative to the commissions for direct purchases
of sales of the underlying securities. |
■ |
The
Fund’s options transactions may be subject to limitations on options
positions established by the SEC, the CFTC or the exchanges
on which such options are traded. |
■ |
The
hours of trading for exchange-listed options may not coincide with the
hours during which the underlying securities are traded.
To the extent that the options markets close before the markets for the
underlying securities, significant price and rate movements
can take place in the underlying securities that cannot be reflected in
the options markets. |
■ |
Index
options based upon a narrow index of securities or other assets may
present greater risks than options based on broad market
indices, as narrower indices are more susceptible to rapid and extreme
fluctuations as a result of changes in the values of a
smaller number of securities or other
assets. |
■ |
The
Fund is subject to the risk of market movements between the time that an
option is exercised and the time of performance thereunder,
which could increase the extent of any losses suffered by the
Fund in connection with options
transactions. |
Currency
Forwards. A
foreign currency forward exchange contract is a negotiated agreement between two
parties to exchange specified
amounts of two or more currencies at a specified future time at a specified
rate. The rate specified by the foreign currency forward
exchange contract can be higher or lower than the spot rate between the
currencies that are the subject of the contract. The
Fund
may also invest in non-deliverable foreign currency forward exchange contracts
(“NDFs”). NDFs are similar to other foreign currency
forward exchange contracts, but do not require or permit physical delivery of
currency upon settlement. Instead, settlement is
made in cash based on the difference between the contracted exchange rate and
the spot foreign exchange rate at settlement. Currency
futures are similar to foreign currency forward exchange contracts, except that
they are traded on an exchange and standardized
as to contract size and delivery date. Most currency futures call for payment or
delivery in U.S. dollars. Unanticipated changes
in currency prices may result in losses to the
Fund and poorer overall performance for the
Fund than if it had not entered into
foreign currency forward exchange contracts. The typical use of a foreign
currency forward exchange contract is to “lock in” the price
of a security in U.S. dollars or some other foreign currency,
which the
Fund is holding in its portfolio. By entering into a foreign
currency forward exchange contract for the purchase or sale, for a fixed amount
of dollars or other currency, of the amount of foreign
currency involved in the underlying security transactions, the
Fund may be able to protect itself against a possible loss resulting
from an adverse change in the relationship between the U.S. dollar or other
currency which is being used for the security purchase
and the foreign currency in which the security is denominated during the period
between the date on which the security is purchased
or sold and the date on which payment is made or received. The Adviser also may
from time to time utilize foreign currency
forward exchange contracts for other purposes. For example, they may be used to
hedge a foreign security held in the portfolio
against a decline in value of the applicable foreign currency. They also may be
used to lock in the current exchange rate of the
currency in which those securities anticipated to be purchased are denominated.
At times, the
Fund may enter into “cross-currency”
hedging transactions involving currencies other than those in which securities
are held or proposed to be purchased are denominated.
The Fund
will not enter into foreign currency forward exchange contracts or maintain a
net exposure to these contracts where the consummation
of the contracts would obligate the
Fund to deliver an amount of foreign currency in excess of the value
of the
Fund’s portfolio
securities.
The Fund
may be limited in its ability to enter into hedging transactions involving
foreign currency forward exchange contracts by the
Internal Revenue Code of 1986, as amended (the “Code”) requirements relating to
qualification as a registered investment company
(“RIC”).
Foreign
currency forward exchange contracts may limit gains on portfolio securities that
could otherwise be realized had they not been
utilized and could result in losses. The contracts also may
increase the
Fund’s volatility and may involve a significant amount of risk
relative to the investment of cash.
Futures
Contracts.
A futures contract is a standardized agreement to buy or sell a specific
quantity of an underlying asset, reference rate
or index at a specific price at a specific future time (the “settlement date”).
Futures contracts may be based on, among other things,
a specified equity security (securities futures), a specified debt security or
reference rate (interest rate futures), the value of a specified
securities index (index futures) or the value of a foreign currency (currency
futures). While the value of a futures contract tends
to increase and decrease in tandem with the value of the underlying instrument,
differences between the futures market and the market
for the underlying asset may result in an imperfect correlation. The buyer of a
futures contract agrees to purchase the underlying
instrument on the settlement date and is said to be “long” the contract. The
seller of a futures contract agrees to sell the underlying
instrument on the settlement date and is said to be “short” the contract.
Futures contracts call for settlement only on the expiration
date and cannot be “exercised” at any other time during their term.
Depending
on the terms of the particular contract, futures contracts are settled through
either physical delivery of the underlying instrument
on the settlement date (such as in the case of futures based on a specified debt
security) or by payment of a cash settlement
amount on the settlement date (such as in the case of futures contracts relating
to broad-based securities indices). In the case
of cash-settled futures contracts, the settlement amount is equal to the
difference between the reference instrument’s price on the last
trading day of the contract and the reference instrument’s price at the time the
contract was entered into. Most futures contracts, particularly
futures contracts requiring physical delivery, are not held until the settlement
date, but instead are offset before the settlement
date through the establishment of an opposite and equal futures position (buying
a contract that had been sold, or selling a contract
that had been purchased). All futures transactions are effected through a
clearinghouse associated with the exchange on which
the futures are traded.
The
buyer and seller of a futures contract are not required to deliver or pay for
the underlying commodity unless the contract is held until
the settlement date. However, both the buyer and seller are required to deposit
“initial margin” with a futures commission merchant
(“FCM”) when the futures contract is entered into. Initial margin deposits are
typically calculated as a percentage of the contract’s
market value. If the value of either party’s position declines, the party will
be required to make additional “variation margin”
payments to settle the change in value on a daily basis. The process is known as
“marking-to-market.” Upon the closing of a
futures
position through the establishment of an offsetting position, a final
determination of variation margin will be made and additional
cash will be paid by or released to the
Fund.
Additional
Risks of Futures Transactions.
The risks associated with futures contract transactions are different from, and
possibly greater than,
the risks associated with investing directly in the underlying instruments.
Futures are highly specialized instruments that require investment
techniques and risk analyses different from those associated with other
portfolio investments. The use of futures requires an
understanding not only of the underlying instrument but also of the futures
contract itself. Futures may be subject to the risk factors
generally applicable to derivatives transactions described herein, and may also
be subject to certain additional risk factors, including:
■ |
The
risk of loss in buying and selling futures contracts can be substantial.
Small price movements in the commodity, security, index,
currency or instrument underlying a futures position may result in
immediate and substantial loss (or gain) to the
Fund. |
■ |
Buying
and selling futures contracts may result in losses in excess of the amount
invested in the position in the form of initial margin.
In the event of adverse price movements in the underlying commodity,
security, index, currency or instrument, the
Fund
would be required to make daily cash payments to maintain its required
margin. The
Fund may be required to sell portfolio
securities, or make or take delivery of the underlying securities in order
to meet daily margin requirements at a time when
it may be disadvantageous to do so. The
Fund could lose margin payments deposited with an FCM if the FCM breaches
its
agreement with the
Fund, becomes insolvent or declares
bankruptcy. |
■ |
Most
exchanges limit the amount of fluctuation permitted in futures contract
prices during any single trading day. Once the daily
limit has been reached in a particular futures contract, no trades may be
made on that day at prices beyond that limit. If futures
contract prices were to move to the daily limit for several trading days
with little or no trading, the
Fund could be prevented
from prompt liquidation of a futures position and subject to substantial
losses. The daily limit governs only price movements
during a single trading day and therefore does not
limit the
Fund’s potential losses. |
■ |
Index
futures based upon a narrower index of securities may present greater
risks than futures based on broad market indices, as narrower
indices are more susceptible to rapid and extreme fluctuations as a result
of changes in value of a small number of securities. |
Illiquid
Investments.
In accordance with Rule 22e-4 (the “Liquidity Rule”) under the 1940 Act,
the
Fund may invest up to 15% of its
net assets in “illiquid investments” that are assets. For these purposes,
“illiquid investments” are investments that the Fund
reasonably
expects cannot be sold or disposed of in current market conditions in seven
calendar days or less without the sale or disposition
significantly changing the market value of the investment. For the
Fund, each portfolio investment must be classified at least
monthly into one of four liquidity categories (illiquid, as discussed above, as
well as highly liquid, moderately liquid and less liquid),
which are defined pursuant to the Liquidity Rule and classified in accordance
with the Fund’s written
liquidity risk management
program by the program administrator designated by the Fund’s
Board of Directors.
Such classification is to be made using
information obtained after reasonable inquiry and taking into account relevant
market, trading and investment-specific considerations.
In making such classifications, the
Fund determines whether trading varying portions of a position in a particular
portfolio
investment or asset class, in sizes that the Fund would reasonably anticipate
trading, is reasonably expected to significantly affect
its liquidity. If so, this determination is taken into account when classifying
the liquidity of that investment. The Fund
may be assisted
in classification determinations by one or more third-party service providers.
Assets classified according to this process as “illiquid
investments” are those subject to the 15% limit on illiquid
investments.
In
the event that changes in the portfolio or other external events cause
the
Fund to exceed this limit, the Fund must take steps to bring
its illiquid investments that are assets to or below the applicable limit of its
net assets within a reasonable period of time. This requirement
would not force the
Fund to liquidate any portfolio investment.
The
SEC has recently proposed amendments to the Liquidity Rule that, if adopted,
would result in changes to the
Fund’s liquidity classification
framework and could potentially increase the percentage of the
Fund’s investments classified as illiquid. In addition, the
Fund’s
operations and investment strategies may be adversely impacted if the proposed
amendments are adopted.
Swaps.
An OTC swap contract is an agreement between two parties pursuant to which the
parties exchange payments at specified dates
on the basis of a specified notional amount, with the payments calculated by
reference to specified securities, indices, reference rates,
currencies or other instruments. Most swap agreements provide that when the
period payment dates for both parties are the same,
the payments are made on a net basis (i.e., the two payment streams are netted
out, with only the net amount paid by one party
to the other). The
Fund’s obligations or rights under a swap contract entered into on a net basis
will generally be equal only to the
net amount to be paid or received under the agreement, based on the relative
values of the positions held by each counterparty. Many
swap agreements are not entered into or traded on exchanges and often there is
no central clearing or guaranty function for swaps.
These OTC swaps are often subject to the risk of default or non-performance by
the counterparty. Accordingly, the Adviser must
assess the creditworthiness of the counterparty to determine the likelihood that
the terms of the swap will be satisfied.
Swap
agreements allow for a wide variety of transactions. For example, fixed-rate
payments may be exchanged for floating rate payments,
U.S. dollar-denominated payments may be exchanged for payments denominated in
foreign currencies, and payments tied to
the price of one security, index, reference rate, currency or other instrument
may be exchanged for payments tied to the price of a
different
security, index, reference rate, currency or other instrument. Swap contracts
are typically individually negotiated and structured
to provide exposure to a variety of particular types of investments or market
factors. Swap contracts can take many different
forms and are known by a variety of names. To the extent consistent with
the
Fund’s investment objective and policies, the
Fund
is not limited to any particular form or variety of swap contract. The
Fund may utilize swaps to increase or decrease its exposure
to the underlying instrument, reference rate, foreign currency, market index or
other asset. The Fund may also enter into related
derivative instruments including caps, floors and collars.
The
Dodd-Frank Act and related regulatory developments require the eventual clearing
and exchange-trading of many standardized OTC
derivative instruments that the CFTC and SEC defined as “swaps” and “security
based swaps,” respectively. Mandatory exchange-trading
and clearing is occurring on a phased-in basis based on the type of market
participant and CFTC approval of contracts
for central clearing and exchange-trading. In a cleared swap, the
Fund’s ultimate counterparty is a central clearinghouse rather
than a brokerage firm, bank or other financial institution. The
Fund initially will enter into cleared swaps through an executing
broker. Such transactions will then be submitted for clearing and, if cleared,
will be held at regulated FCMs that are members
of the clearinghouse that serves as the central counterparty. When the
Fund enters into a cleared swap, it must deliver to the central
counterparty (via an FCM) an amount referred to as “initial margin.” Initial
margin requirements are determined by the central
counterparty, but an FCM may require additional initial margin above the amount
required by the central counterparty. During
the term of the swap agreement, a “variation margin” amount may also be required
to be paid by the
Fund or may be received
by the
Fund in accordance with margin controls set for such accounts, depending upon
changes in the price of the underlying
reference asset subject to the swap agreement. At the conclusion of the term of
the swap agreement, if the
Fund has a loss equal
to or greater than the margin amount, the margin amount is paid to the FCM along
with any loss that is greater than such margin
amount. If the
Fund has a loss of less than the margin amount, the excess margin is returned to
the Fund. If the
Fund has a gain,
the full margin amount and the amount of the gain is paid to the
Fund.
Central
clearing is designed to reduce counterparty credit risk compared to uncleared
swaps because central clearing interposes the central
clearinghouse as the counterparty to each participant’s swap, but it does not
eliminate those risks completely. There is also a risk
of loss by the
Fund of the initial and variation margin deposits in the event of bankruptcy of
the FCM with which the Fund has an
open position in a swap contract. The assets of the
Fund may not be fully protected in the event of the bankruptcy of the FCM or
central
counterparty because the Fund might be limited to recovering only a pro rata
share of all available funds and margin segregated
on behalf of an FCM’s or central counterparty’s customers or clearing members.
If the FCM does not provide accurate reporting,
the
Fund is also subject to the risk that the FCM could use the Fund’s assets, which
are held in an omnibus account with assets
belonging to the FCM’s other customers, to satisfy its own financial obligations
or the payment obligations of another customer
to the central counterparty.
As
a result of recent regulatory developments, certain standardized swaps are
currently subject to mandatory central clearing and some of
these cleared swaps must be traded on an exchange or swap execution facility
(“SEF”). An SEF is an electronic trading platform in which
multiple market participants can execute swap transactions by accepting bids and
offers made by multiple other participants on the
platform. Transactions executed on an SEF may increase market transparency and
liquidity but may cause the
Fund to incur increased
expenses to execute swaps. Central clearing should decrease counterparty risk
and increase liquidity compared to bilateral swaps
because central clearing interposes the central clearinghouse as the
counterparty to each participant’s swap. However, central clearing
does not eliminate counterparty risk or liquidity risk entirely. In addition,
depending on the size of the
Fund and other factors,
the margin required under the rules of a clearinghouse and by a clearing member
may be in excess of the collateral required to be
posted by the
Fund to support its obligations under a similar bilateral swap. However, the
CFTC and other applicable regulators have
adopted rules imposing certain margin requirements, including minimums, on
uncleared swaps which may result in the
Fund and
its counterparties posting higher margin amounts for uncleared swaps. Requiring
margin on uncleared swaps may reduce, but not
eliminate, counterparty credit risk.
In
addition, with respect to cleared swaps, the
Fund may not be able to obtain as favorable terms as it would be able to
negotiate for an
uncleared swap. In addition, an FCM may unilaterally impose position limits or
additional margin requirements for certain types of
swaps in which the
Fund may invest. Central counterparties and FCMs generally can require
termination of existing cleared swap transactions
at any time, and can also require increases in margin above the margin that is
required at the initiation of the swap agreement.
Margin requirements for cleared swaps vary on a number of factors, and the
margin required under the rules of the clearinghouse
and FCM may be in excess of the collateral required to be posted by the
Fund to support its obligations under a similar uncleared
swap. However, as noted above, regulators have adopted rules imposing certain
margin requirements, including minimums,
on uncleared swaps, which may result in the
Fund and its counterparties posting higher margin amounts for uncleared
swaps.
Requiring margin on uncleared swaps may reduce, but not eliminate, counterparty
credit risk.
The
Fund is also subject to the risk that, after entering into a cleared swap with
an executing broker, no FCM or central counterparty is
willing or able to clear the transaction. In such an event, the central
counterparty would void the trade. Before the
Fund can enter into
a new trade, market conditions may become less favorable to the
Fund.
The
Adviser will continue to monitor developments regarding trading and execution of
cleared swaps on exchanges, particularly to the
extent regulatory changes affect the
Fund’s ability to enter into swap agreements and the costs and risks associated
with such investments.
Interest
Rate Swaps, Caps, Floors and Collars.
Interest rate swaps consist of an agreement between two parties to exchange
their respective
commitments to pay or receive interest (e.g., an exchange of floating rate
payments for fixed-rate payments). Interest rate swaps
are generally entered into on a net basis. Interest rate swaps do not involve
the delivery of securities, other underlying assets, or principal.
Accordingly, the risk of market loss with respect to interest rate and total
rate of return swaps is typically limited to the net amount
of interest payments that the
Fund is contractually obligated to make.
The
Fund may also buy or sell interest rate caps, floors and collars. The purchase
of an interest rate cap entitles the purchaser, to the extent
that a specified interest rate index exceeds a predetermined level, to receive
payments of interest on a specified notional amount
from the party selling the interest rate cap. The purchase of an interest rate
floor entitles the purchaser, to the extent that a specified
interest rate falls below a predetermined level, to receive payments of interest
on a specified notional amount from the party selling
the interest rate floor. A collar is a combination of a cap and a floor that
preserves a certain return within a predetermined range
of interest rates. Caps, floors and collars may be less liquid than other types
of derivatives.
Total
Return Swaps.
Total return swaps are contracts in which one party agrees to make periodic
payments to another party based on the
change in market value of the assets underlying the contract, which may include,
but not be limited to, a specified security, basket of
securities or securities indices during the specified period, in return for
periodic payments based on a fixed or variable interest rate or
the total return from other underlying assets. Total return swaps may be used to
obtain long or short exposure to a security or market
without owning or taking physical custody of such security or investing directly
in such market. The Fund may incur a theoretically
unlimited loss on short exposures. In comparison, the Fund may incur losses on
long exposures, but such losses are limited
by the fact that the underlying security’s price cannot fall below zero. Total
return swaps may effectively add leverage to the Fund’s
portfolio because, in addition to its total net assets, the Fund would be
subject to investment exposure on the notional amount
of the swap.
Total
return swaps are subject to the risk that a counterparty will default on its
payment obligations to the Fund thereunder, and conversely,
that the Fund will not be able to meet its obligation to the counterparty.
Generally, the Fund will enter into total return swaps
on a net basis (i.e., the two payment streams are netted against one another
with the Fund receiving or paying, as the case may be,
only the net amount of the two payments).
Index
Swaps.
An index swap consists of an agreement between two parties in which a party
typically exchanges a cash flow based on a notional
amount of a reference index for a cash flow based on a different index or on
another specified instrument or reference rate. Index
swaps are generally entered into on a net basis.
Inflation
Swaps.
Inflation swap agreements are contracts in which one party typically agrees to
pay the cumulative percentage increase in
a price index, such as the Consumer Price Index, over the term of the swap (with
some lag on the referenced inflation index), and the
other party pays a compounded fixed rate. Inflation swap agreements may be used
to protect the NAV of the Fund against an unexpected
change in the rate of inflation measured by an inflation index. The value of
inflation swap agreements is expected to change
in response to changes in real interest rates. Real interest rates are tied to
the relationship between nominal interest rates and the
rate of inflation.
Currency
Swaps.
A currency swap consists of an agreement between two parties to exchange cash
flows on a notional amount of two or
more currencies based on the relative value differential among them, such as
exchanging a right to receive a payment in foreign currency
for the right to receive U.S. dollars. Currency swap agreements may be entered
into on a net basis or may involve the delivery
of the entire principal value of one designated currency in exchange for the
entire principal value of another designated currency.
In such cases, the entire principal value of a currency swap is subject to the
risk that the counterparty will default on its contractual
delivery obligations.
Credit
Default Swaps.
A credit default swap consists of an agreement between two parties in which the
“buyer” typically agrees to pay to
the “seller” a periodic stream of payments over the term of the contract and the
seller agrees to pay the buyer the par (or other agreed-upon)
value of a referenced debt obligation upon the occurrence of a credit event with
respect to the issuer of that referenced debt
obligation. Generally, a credit event means bankruptcy, failure to pay,
obligation acceleration or modified restructuring. The Fund
may be either the buyer or seller in a credit default swap. Where the Fund is
the buyer of a credit default swap contract, it would
typically be entitled to receive the par (or other agreed-upon) value of a
referenced debt obligation from the counterparty to the
contract only in the event of a default or similar event by the issuer of the
debt obligation. If no default occurs, the Fund would have
paid to the counterparty a periodic stream of payments over the term of the
contract and received no benefit from the contract. The
use of credit default swaps could result in losses to the Fund if the Adviser
fails to correctly evaluate the creditworthiness of the issuer
of the referenced debt obligation.
Swaptions.
An option on a swap agreement, also called a “swaption,” is an option that gives
the buyer the right, but not the obligation,
to enter into a swap on a future date in exchange for a premium. A receiver
swaption gives the owner the right to receive the
return of a specified asset, reference rate, or index. A payer swaption gives
the owner the right to pay the return of a specified asset,
reference rate, or index. Swaptions also include options that allow an existing
swap to be terminated or extended by one of the counterparties.
General
Risks of Swaps.
The risks associated with swap transactions are different from, and possibly
greater than, the risks associated with
investing directly in the underlying instruments. Swaps are highly specialized
instruments that require investment techniques and
risk analyses different from those associated with other portfolio investments.
The use of swaps requires an understanding not only
of the underlying instrument but also of the swap contract itself. Swap
transactions may be subject to the risk factors generally applicable
to derivatives transactions described above, and may also be subject to certain
additional risk factors, including:
■ |
OTC
swap agreements are not traded on exchanges and may be subject to
liquidity risk, which exists when a particular swap is difficult
to purchase or sell. |
■ |
In
addition to the risk of default by the counterparty, if the
creditworthiness of a counterparty to a swap agreement declines, the
value
of the swap agreement would be likely to decline, potentially resulting in
losses. |
■ |
The
swaps market is subject to extensive regulation under the Dodd-Frank Act
and certain CFTC and SEC rules promulgated thereunder.
It is possible that further developments in the swaps market, including
new and additional governmental regulation, could
result in higher Fund costs and expenses and could adversely affect the
Fund’s ability to utilize swaps, terminate existing swap
agreements or realize amounts to be received under such
agreements. |
Contracts
for Difference. The
Fund may purchase contracts for difference (“CFDs”). A CFD is a privately
negotiated contract between
two parties, buyer and seller, stipulating that the seller will pay to or
receive from the buyer the difference between the nominal
value of the underlying instrument at the opening of the contract and that
instrument’s value at the end of the contract. The underlying
instrument may be a single security, stock basket or index. A CFD can be set up
to take either a short or long position on the
underlying instrument. The buyer and seller are typically both required to post
margin, which is adjusted daily. The buyer will also
pay to the seller a financing rate on the notional amount of the capital
employed by the seller less the margin deposit. A CFD is usually
terminated at the buyer’s initiative. The seller of the CFD will simply match
the exposure of the underlying instrument in the open
market and the parties will exchange whatever payment is due.
As
is the case with owning any financial instrument, there is the risk of loss
associated with buying a CFD. For example, if the
Fund buys
a long CFD and the underlying security is worth less at the end of the contract,
the Fund would be required to make a payment to
the seller and would suffer a loss. Also, there may be liquidity risk if the
underlying instrument is illiquid because the liquidity of a CFD
is based on the liquidity of the underlying instrument. A further risk is that
adverse movements in the underlying security will require
the buyer to post additional margin. CFDs also carry counterparty risk, i.e.,
the risk that the counterparty to the CFD transaction
may be unable or unwilling to make payments or to otherwise honor its financial
obligations under the terms of the contract.
If the counterparty were to do so, the value of the contract, and
of the
Fund’s shares, may be reduced. The
Fund will not enter
into a CFD transaction that is inconsistent with its investment objective,
policies and strategies.
Fixed-Income
Securities.
Fixed-income securities generally represent an issuer’s obligation to repay to
the investor (or lender) the amount
borrowed plus interest over a specified time period. A typical fixed-income
security specifies a fixed date when the amount borrowed
(principal) is due in full, known as the maturity date, and specifies dates when
periodic interest (coupon) payments will be made
over the life of the security.
Fixed-income
securities come in many varieties and may differ in the way that interest is
calculated, the amount and frequency of payments,
the type of collateral, if any, and the presence of special features (e.g.,
conversion rights). Prices of fixed-income securities fluctuate
and, in particular, are subject to several key risks including, but not limited
to, interest rate risk, credit risk, prepayment risk and
spread risk.
Interest
rate risk arises due to general changes in the level of market rates after the
purchase of a fixed-income security. Generally, the values
of fixed-income securities vary inversely with changes in interest rates. During
periods of falling interest rates, the values of most
outstanding fixed-income securities generally rise and during periods of rising
interest rates, the values of most fixed-income securities
generally decline. The Fund
may face a heightened level of interest rate risk in times of monetary
policy change and/or uncertainty,
such as when the Federal Reserve Board adjusts a quantitative easing program
and/or changes rates. A changing interest rate
environment increases certain risks, including the potential for periods of
volatility, increased redemptions, shortened durations (i.e.,
prepayment risk) and extended durations (i.e., extension risk). The
Fund is
not limited as to the maturities (when a debt security provides
its final payment) or duration (measure of interest rate sensitivity) of the
securities in which it may invest. While fixed-income
securities with longer final maturities often have higher yields than those with
shorter maturities, they usually possess greater price
sensitivity to changes in interest rates and other factors. Traditionally, the
remaining term to maturity has been used as a barometer
of a fixed-income security’s sensitivity to interest rate changes. This measure,
however, considers only the time until the final
principal payment and takes no account of the pattern or amount of principal or
interest payments prior to maturity. Duration combines
consideration of yield, coupon, interest and principal payments, final maturity
and call (prepayment) features. Duration
measures
the likely percentage change in a fixed-income security’s price for a small
parallel shift in the general level of interest rates; it is
also an estimate of the weighted average life of the remaining cash flows of a
fixed-income security. In almost all cases, the duration of
a fixed-income security is shorter than its term to maturity.
Credit
risk represents the possibility that an issuer may be unable to meet scheduled
interest and principal payment obligations. It is most
often associated with corporate bonds, although it can be present in other
fixed-income securities as well. Credit ratings and quantitative
models attempt to measure the degree of credit risk in fixed-income securities,
and provide insight as to whether prevailing
yield spreads afford sufficient compensation for such risk. Other things being
equal, fixed-income securities with high degrees
of credit risk should trade in the market at lower prices (and higher yields)
than fixed-income securities with low degrees of credit
risk.
Prepayment
risk, also known as call risk, arises due to the issuer’s ability to prepay all
or most of the fixed-income security prior to the stated
final maturity date. Prepayments generally rise in response to a decline in
interest rates as debtors take advantage of the opportunity
to refinance their obligations. This risk is often associated with mortgage
securities where the underlying mortgage loans can
be refinanced, although it can also be present in corporate or other types of
bonds with call provisions. When a prepayment occurs, the
Fund may be forced to reinvest in lower yielding fixed-income securities.
Quantitative models are designed to help assess the
degree of prepayment risk, and provide insight as to whether prevailing yield
spreads afford sufficient compensation for such risk.
Spread
risk is the potential for the value of the
Fund’s assets to fall due to the widening of spreads. Fixed-income securities
generally compensate
for greater credit risk by paying interest at a higher rate. The difference (or
“spread”) between the yield of a security and the
yield of a benchmark, such as a U.S. Treasury security with a comparable
maturity, measures the additional interest paid for credit
risk. As the spread on a security widens (or increases), the price (or value) of
the security falls. Spread widening may occur, among
other reasons, as a result of market concerns over the stability of the market,
excess supply, general credit concerns in other markets,
security- or market-specific credit concerns or general reductions in risk
tolerance.
While
assets in fixed-income markets have grown rapidly in recent years, the capacity
for traditional dealer counterparties to engage in
fixed-income trading has not kept pace and in some cases has decreased. For
example, primary dealer inventories of corporate bonds,
which provide a core indication of the ability of financial intermediaries to
“make markets,” are at or near historic lows in relation
to market size. This reduction in market-making capacity may be a persistent
change, to the extent it is resulting from broader
structural changes, such as fewer proprietary trading desks at broker-dealers
and increased regulatory capital requirements. Because
market makers provide stability to a market through their intermediary services,
the significant reduction in dealer inventories
could potentially lead to decreased liquidity and increased volatility in the
fixed-income markets. Such issues may be exacerbated
during periods of economic uncertainty.
Economic,
political and other events also may affect the prices of broad fixed-income
markets, although the risks associated with such events
are transmitted to the market via changes in the prevailing levels of interest
rates, credit risk, prepayment risk or spread risk. From
time to time, uncertainty regarding the status of negotiations in the U.S.
government to increase the statutory debt ceiling could
impact the creditworthiness of the United States and could impact the liquidity
of the U.S. Government securities markets and ultimately
the Fund.
Certain
of the Fund’s
investments are subject to inflation risk, which is the risk that the value of
assets or income from investments will
be less in the future as inflation decreases the value of money (i.e., as
inflation increases, the values of the Fund’s assets can decline).
Inflation rates may change frequently and significantly as a result of various
factors, including unexpected shifts in the domestic
or global economy and changes in economic policies, and the
Fund’s investments may not keep pace with inflation, which may
result in losses to Fund shareholders. This risk is greater for fixed-income
instruments with longer maturities.
Money
Market Securities.
The Fund may invest in various money market securities for cash management
purposes or when assuming
a temporary defensive position, which among others may include commercial paper,
bankers’ acceptances, bank obligations,
corporate debt securities, certificates of deposit, U.S. government securities,
obligations of savings institutions and repurchase
agreements. Such securities are limited to:
U.S.
Government Securities.
Obligations issued or guaranteed as to principal and interest by the United
States or its agencies (such as the
Export-Import Bank of the United States, Federal Housing Administration and
Government National Mortgage Association) or its
instrumentalities (such as the Federal Home Loan Bank), including Treasury
bills, notes and bonds;
Bank
Obligations.
Obligations (including certificates of deposit, time deposits and bankers’
acceptances) of banks subject to regulation by
the U.S. Government and having total assets of $1 billion or more, and
instruments secured by such obligations, not including obligations
of foreign branches of domestic banks except to the extent below;
Eurodollar
Certificates of Deposit.
Eurodollar certificates of deposit issued by foreign branches of domestic banks
having total assets of $1
billion or more;
Obligations
of Savings Institutions.
Certificates of deposit of savings banks and savings and loan associations,
having total assets of $1 billion
or more;
Fully
Insured Certificates of Deposit. Certificates
of deposit of banks and savings institutions, having total assets of less than
$1 billion, if
the principal amount of the obligation is federally insured by the Bank
Insurance Fund or the Savings Association Insurance Fund (each
of which is administered by the FDIC), limited to $250,000 principal amount per
certificate and to 10% or less of the Fund’s total
assets in all such obligations and in all illiquid assets, in the
aggregate;
Commercial
Paper. Commercial
paper rated within the two highest grades by S&P or by Moody’s or, if not
rated, issued by a company
having an outstanding debt issue rated at least AA by S&P or Aa by Moody’s;
and
Repurchase
Agreements.
Repurchase agreements are transactions in which the
Fund purchases a security or basket of securities and simultaneously
commits to resell that security or basket to the seller (a bank, broker or
dealer) at a mutually agreed-upon date and price.
The resale price reflects the purchase price plus an agreed-upon market rate of
interest which is unrelated to the coupon rate or date
of maturity of the purchased security. The term of these agreements usually
ranges from overnight to one week, and never exceeds
one year. Repurchase agreements with a term of over seven days are considered
illiquid.
In
these transactions, the
Fund receives securities that have a market value at least equal to the purchase
price (including accrued interest)
of the repurchase agreement, and this value is maintained during the term of the
agreement. These securities are held by State
Street Bank and Trust Company (the “Custodian”) or an approved third-party for
the benefit of the
Fund until repurchased. Repurchase
agreements permit the
Fund to remain fully invested while retaining overnight flexibility to pursue
investments of a longer-term
nature. If the seller defaults and the value of the repurchased securities
declines, the
Fund might incur a loss. If bankruptcy
proceedings are commenced with respect to the seller, the
Fund’s realization upon the collateral may be delayed.
While
repurchase agreements involve certain risks not associated with direct
investments in debt securities, the
Fund follows procedures
approved by the Directors
that are designed to minimize such risks. These procedures include effecting
repurchase transactions
only with large, well-capitalized and well-established financial institutions
whose financial condition will be continually monitored
by the Adviser. In addition, as described above, the value of the collateral
underlying the repurchase agreement will be at least
equal to the repurchase price, including any accrued interest earned on the
repurchase agreement. In the event of a default or bankruptcy
by a selling financial institution, the Fund
will seek to liquidate such collateral. However, the exercising of the
Fund’s right
to liquidate such collateral could involve certain costs or delays and, to the
extent that proceeds from any sale upon a default of the
obligation to repurchase were less than the repurchase price, the Fund could
suffer a loss. Repurchase agreements involving obligations
other than U.S. government securities may be subject to special risks.
Repurchase agreements secured by obligations that are
not eligible for direct investment under the
Fund’s investment objectives and restrictions may require the Fund to promptly
dispose
of such collateral if the seller or guarantor becomes insolvent.
The Fund
may enter into repurchase agreements on a forward commitment basis. To the
extent the
Fund does so and the counterparty
to the trade fails to effectuate the trade at the scheduled time, the
Fund may be forced to deploy its capital in a repurchase
agreement with a less favorable rate of return than it otherwise may have
achieved or may be unable to enter into a repurchase
agreement at all at the desired time.
Reverse
Repurchase Agreements. Reverse
repurchase agreements may not exceed 10% of the Fund’s total assets. The Fund
will make
no purchases of portfolio securities while it is still subject to a reverse
repurchase agreement.
Under a reverse repurchase agreement,
the
Fund sells a security and promises to repurchase that security at an agreed-upon
future date and price. The price paid to
repurchase the security reflects interest accrued during the term of the
agreement. Reverse repurchase agreements may be entered into
for, among other things, obtaining leverage, facilitating short-term liquidity
or when the Adviser expects that the interest income to
be earned from the investment of the transaction proceeds will be greater than
the related interest expense. Please see “Derivatives Agreements
-- Regulatory Matters”. Reverse repurchase agreements may be viewed as a
speculative form of borrowing called leveraging.
Furthermore, reverse repurchase agreements involve the risks that (i) the
interest income earned in the investment of the proceeds
will be less than the interest expense, (ii) the market value of the securities
retained in lieu of sale by the
Fund may decline below
the price of the securities the Fund has sold but is obligated to repurchase,
(iii) the market value of the securities sold will decline
below the price at which the Fund is required to repurchase them and (iv) the
securities will not be returned to the Fund.
In
addition, the use of leverage may cause the
Fund to liquidate portfolio positions when it may not be advantageous to do so
to satisfy
its obligations. Leverage, including borrowing, may cause the
Fund to be more volatile than if the Fund had not been leveraged.
This is because leverage tends to exaggerate the effect of any increase or
decrease in the value of the
Fund’s portfolio securities.
All forms of borrowing (including reverse repurchase agreements) are limited in
the aggregate and may not exceed 33⅓% of
the Fund’s total assets, except as permitted by law or SEC
requirements.
Zero
Coupons.
Zero coupons are fixed-income securities on which the holder does not receive
periodic cash payments of interest or principal.
Generally, these securities are subject to greater price volatility and lesser
liquidity in the event of adverse market conditions than
comparably rated securities paying cash interest at regular intervals.
Although the
Fund will not receive cash periodic coupon
payments
on these securities, the Fund may be deemed to have received interest income, or
“phantom income” during the life of the obligation.
The Fund
may have to distribute such phantom income to avoid taxes at the Fund level,
although it has not received any cash
payment.
Zero
coupons are sold at a discount from their face value. The difference between a
zero coupon’s issue or purchase price and its face value
represents the imputed interest an investor will earn if the obligation is held
until maturity. For tax purposes, a portion of this imputed
interest is deemed as income received by zero coupon bondholders each year.
The Fund
intends to pass along such interest as
a component of the Fund’s distributions of net investment income.
Zero
coupons may offer investors the opportunity to earn a higher yield than that
available on ordinary interest-paying obligations of similar
credit quality and maturity. However, zero coupon prices may also exhibit
greater price volatility than ordinary fixed-income securities
because of the manner in which their principal and interest are returned to the
investor.
Real
Estate Investment Trusts and Foreign Real Estate Companies.
The
Fund may invest in real estate investment trusts (“REITs”)
and/or foreign real estate companies, which are similar to entities organized
and operated as REITs in the United States. REITs
and foreign real estate companies pool investors’ funds for investment primarily
in real estate properties or real estate-related loans.
REITs and foreign real estate companies generally derive their income from rents
on the underlying properties or interest on the
underlying loans, and their value is impacted by changes in the value of the
underlying property or changes in interest rates affecting
the underlying loans owned by the REITs and/or foreign real estate companies.
REITs and foreign real estate companies are more
susceptible to risks associated with the ownership of real estate and the real
estate industry in general. These risks can include fluctuations
in the value of underlying properties; defaults by borrowers or tenants; market
saturation; changes in general and local economic
conditions; decreases in market rates for rents; increases in competition,
property taxes, capital expenditures or operating expenses;
and other economic, political or regulatory occurrences affecting the real
estate industry. In addition, REITs and foreign real
estate companies depend upon specialized management skills, may not be
diversified (which may increase the volatility of a REIT’s
and/or foreign real estate company’s value), may have less trading volume and
may be subject to more abrupt or erratic price movements
than the overall securities market, and the possibility of failing to maintain
their exemptions from the 1940 Act. Foreign real
estate companies may be subject to laws, rules and regulations governing those
entities and their failure to comply with those laws,
rules and regulations could negatively impact the performance of those entities.
Operating REITs and foreign real estate companies
requires specialized management skills and the
Fund indirectly bears REIT and foreign real estate company management
expenses
along with the direct expenses of the Fund. REITs are generally not taxed on
income distributed to shareholders provided they
comply with several requirements of the
Internal Revenue Code of 1986, as amended (the “Code”). REITs are subject to the
risk
of failing to qualify for tax-free pass-through income under the
Code.
Loans
of Portfolio Securities. The Fund
may lend its portfolio securities to brokers, dealers, banks and other
institutional investors. By
lending its portfolio securities, the
Fund attempts to increase its net investment income through the receipt of
interest on the cash collateral
with respect to the loan or fees received from the borrower in connection with
the loan. Any gain or loss in the market price of
the securities loaned that might occur during the term of the loan would be for
the account of the Fund. The
Fund expects to employ
an agent to implement the securities lending program and the agent receives a
fee from the Fund
for its services. The
Fund will
not lend more than 33⅓% of the value of its total assets.
The Fund
may lend its portfolio securities so long as the terms, structure and the
aggregate amount of such loans are not inconsistent with
the 1940 Act or the rules and regulations or interpretations of the SEC thereunder,
which currently require that (i) the borrower pledge
and maintain with the Fund collateral consisting of liquid, unencumbered assets
having a value not less than 100% of the value
of the securities loaned; (ii) the borrower adds to such collateral whenever the
price of the securities loaned rises (i.e., the borrower
“marks-to-market” on a daily basis); (iii) the loan be made subject to
termination by the Fund at any time; and (iv) the Fund
receives a reasonable return on the loan (which may include the Fund investing
any cash collateral in interest bearing short-term
investments), any distributions on the loaned securities and any increase in
their market value. In addition, voting rights may pass
with the loaned securities, but the
Fund will retain the right to call any security in anticipation of a vote that
the Adviser deems material
to the security on loan.
Loans
of securities involve a risk that the borrower may fail to return the securities
or may fail to maintain the proper amount of collateral,
which may result in a loss of money by the
Fund. There may be risks of delay and costs involved in recovery of securities
or even
loss of rights in the collateral should the borrower of the securities fail
financially. These delays and costs could be greater for foreign
securities. However, loans will be made only to borrowers deemed by the Adviser
to be creditworthy and when, in the judgment
of the Adviser, the income that can be earned from such securities loans
justifies the attendant risk. All relevant facts and circumstances,
including the creditworthiness of the broker, dealer, bank or institution, will
be considered in making decisions with respect
to the lending of securities, subject to review by the Fund’s
Board of Directors. The Fund
also bears the risk that the reinvestment
of collateral will result in a principal loss. Finally, there is the risk that
the price of the securities will increase while they are
on loan and the collateral will not be adequate to cover their
value.
When-Issued
and Delayed Delivery Securities, TBAs and Forward Commitments.
The
Fund may purchase or sell securities on a when-issued
or delayed delivery basis or may purchase or sell securities on a forward
commitment basis. When these transactions are negotiated,
the price is fixed at the time of the commitment, but delivery and payment can
take place a month or more after the date of
commitment. The Fund
may sell the securities before the settlement date if it is deemed advisable.
The securities so purchased or sold
are subject to market fluctuation and no interest or dividends accrue to the
purchaser prior to the settlement date. In addition, the
Fund may invest in to-be-announced pass-through mortgage securities, which
settle on a delayed delivery basis (“TBAs”). In a TBA
transaction, the buyer and seller agree upon general trade parameters such as
agency, settlement date, par amount, and price at the
time the contract is entered into but the MBS are delivered in the future,
generally 30 days later. Accordingly, the
Fund’s investments
in TBAs are subject to risks such as failure of the counterparty to perform its
obligation to deliver the security, the characteristics
of a security delivered to the
Fund may be less favorable than expected and the security the
Fund buys will lose value prior
to its delivery.
At
the time the
Fund makes the commitment to purchase or sell securities on a when-issued,
delayed delivery or forward commitment
basis, it will record the transaction and thereafter reflect the value, each
day, of such security purchased, or if a sale, the proceeds
to be received, in determining its NAV. At the time of delivery of the
securities, their value may be more or less than the purchase
or sale price. An increase in the percentage of the
Fund’s assets committed to the purchase of securities on a when-issued,
delayed
delivery or forward commitment basis may increase the volatility of its
NAV.
When,
As and If Issued Securities. The
Fund may purchase securities on a “when, as and if issued” basis, under which
the issuance of
the security depends upon the occurrence of a subsequent event, such as approval
of a merger, corporate reorganization or debt restructuring.
The commitment for the purchase of any such security will not be recognized in
the portfolio of the
Fund until the Adviser
determines that issuance of the security is probable. At that
time, the
Fund will record the transaction and, in determining its NAV,
will reflect the value of the security daily.
An
increase in the percentage of the
Fund’s assets committed to the purchase of securities on a “when, as and if
issued” basis may increase
the volatility of its NAV. The
Fund may also sell securities on a “when, as and if issued” basis provided that
the issuance of the
security will result automatically from the exchange or conversion of a security
owned by the Fund at the time of sale.
Non-Publicly
Traded Securities, Private Placements and Restricted Securities.
The Fund
may invest in securities that are neither listed
on a stock exchange nor traded OTC,
including privately placed and restricted securities. Such unlisted securities
may involve a higher
degree of business and financial risk that can result in substantial losses. As
a result of the absence of a public trading market for
these securities, they may be less liquid than publicly traded securities.
Although these securities may be resold in privately negotiated
transactions, the prices realized from these sales could be less than those
originally paid by the
Fund or less than what may be
considered the fair value of such securities. Furthermore, companies whose
securities are not publicly traded may not be subject to the
disclosure and other investor protection requirements which might be applicable
if their securities were publicly traded. The illiquidity
of the market, as well as the lack of publicly available information regarding
these securities, may also adversely affect the ability
of the Fund
to arrive at a fair value for certain securities at certain times and could make
it difficult for the Fund
to sell certain securities.
If such securities are required to be registered under the securities laws of
one or more jurisdictions before being sold, the
Fund
may be required to bear the expenses of registration.
The Fund
may purchase equity securities, in a private placement, that are issued by
issuers who have outstanding, publicly-traded equity
securities of the same class (“private investments in public equity” or
“PIPEs”). Shares in PIPEs generally are not registered with
the SEC until after a certain time period from the date the private sale is
completed. This restricted period can last many months.
Until the public registration process is completed, PIPEs are restricted as to
resale and the Fund
cannot freely trade the securities.
Generally, such restrictions cause the PIPEs to be illiquid during this time.
PIPEs may contain provisions that the issuer will
pay specified financial penalties to the holder if the issuer does not publicly
register the restricted equity securities within a specified
period of time, but there is no assurance that the restricted equity securities
will be publicly registered, or that the registration
will remain in effect.
Warrants.
Warrants give holders the right, but not the obligation, to buy common stock of
an issuer at a given price, usually higher than
the market price at the time of issuance, during a specified period. Warrants
are usually freely transferable. The risk of investing in
a warrant is that the warrant may expire prior to the market value of the common
stock exceeding the price fixed by the warrant.
Rights.
Rights represent the right, but not the obligation, for a fixed period of time
to purchase additional shares of an issuer’s common
stock at the time of a new issuance, usually at a price below the initial
offering price of the common stock and before the common
stock is offered to the general public. Rights are usually freely transferable.
The risk of investing in a right is that the right may
expire prior to the market value of the common stock exceeding the price fixed
by the right.
Depositary
Receipts.
Depositary receipts represent an ownership interest in securities of foreign
companies (an “underlying issuer”) that
are deposited with a depositary. Depositary receipts are not necessarily
denominated in the same currency as the underlying securities.
Depositary receipts include American depositary receipts (“ADRs”), global
depositary receipts (“GDRs”) and other types of depositary
receipts (which, together with ADRs and GDRs, are hereinafter collectively
referred to as “Depositary Receipts”). ADRs
are
dollar-denominated Depositary Receipts typically issued by a U.S. financial
institution and evidence an ownership interest in a security
or pool of securities issued by a foreign issuer. ADRs are listed and traded in
the United States. ADRs also include American depositary
shares. GDRs and other types of Depositary Receipts are typically issued by
foreign banks or trust companies, although they
also may be issued by U.S. financial institutions, and evidence ownership
interests in a security or pool of securities issued by either
a foreign or a U.S. corporation. Generally, Depositary Receipts in registered
form are designed for use in the U.S. securities market
and Depositary Receipts in bearer form are designed for use in securities
markets outside the United States.
Depositary
Receipts may be “sponsored” or “unsponsored.” Sponsored Depositary Receipts are
established jointly by a depositary and the
underlying issuer, whereas unsponsored Depositary Receipts may be established by
a depositary without participation by the underlying
issuer. Holders of unsponsored Depositary Receipts generally bear all the costs
associated with establishing unsponsored Depositary
Receipts. In addition, the issuers of the securities underlying unsponsored
Depositary Receipts are not obligated to disclose
material information in the United States and, therefore, there may be less
information available regarding such issuers and there
may not be a correlation between such information and the market value of the
Depositary Receipts. For purposes of the
Fund’s
investment policies, the
Fund’s investments in Depositary Receipts will be deemed to be an investment in
the underlying securities,
except that ADRs may be deemed to be issued by a U.S. issuer.
Convertible
Securities.
A convertible security is a bond, debenture, note, preferred stock, right,
warrant or other security that may be
converted into or exchanged for a prescribed amount of common stock or other
security of the same or a different issuer or into cash
within a particular period of time at a specified price or formula. A
convertible security generally entitles the holder to receive interest
paid or accrued on debt securities or the dividend paid on preferred stock until
the convertible security matures or is redeemed,
converted or exchanged. Before conversion, convertible securities generally have
characteristics similar to both debt and equity
securities. The value of convertible securities tends to decline as interest
rates rise and, because of the conversion feature, tends to
vary with fluctuations in the market value of the underlying securities.
Convertible securities ordinarily provide a stream of income with
generally higher yields than those of common stock of the same or similar
issuers. Convertible securities generally rank senior to common
stock in a corporation’s capital structure but are usually subordinated to
comparable nonconvertible fixed-income securities in
such capital structure. Convertible securities generally do not participate
directly in any dividend increases or decreases of the underlying
securities although the market prices of convertible securities may be affected
by any dividend changes or other changes in the
underlying securities. Up to 5% of the Fund’s net assets may be invested in
convertible securities that are rated below investment grade
or are unrated. The prices of such securities are likely to be more sensitive to
adverse economic changes than higher-rated securities,
resulting in increased volatility of market prices of these securities during
periods of economic uncertainty, or adverse individual
corporate developments. In addition, during an economic downturn or substantial
period of rising interest rates, lower rated
issuers may experience financial stress.
Borrowing. The Fund
has an operating policy, which may be changed by the Fund’s Board of
Directors,
not to borrow except from a
bank for temporary or emergency purposes in amounts not exceeding 5% (taken at
the lower of cost or current value) of its total assets
(not including the amount borrowed). Should the Board of Directors
remove this operating policy, the Fund
would be permitted
to borrow money from banks in accordance with the Investment
Company Act of 1940, as amended (“1940 Act”) or the rules
and regulations promulgated by the U.S.
Securities and Exchange Commission (“SEC”) thereunder. Currently, the 1940 Act
permits
a fund to borrow money from banks in an amount up to 331/3% of its total assets
(including the amount borrowed) less its liabilities
(not including any borrowings but including the fair market value at the time of
computation of any other senior securities then
outstanding). The Fund
may also borrow an additional 5% of its total assets without regard to the
foregoing limitation for temporary
purposes such as clearance of portfolio transactions. The Fund
will only borrow when the Adviser believes that such borrowings
will benefit the Fund after taking into account considerations such as interest
income and possible gains or losses upon liquidation.
The Fund
will maintain asset coverage in accordance with the 1940 Act.
Borrowing
by the Fund
creates an opportunity for increased net income but, at the same time, creates
special risks. For example, leveraging
may exaggerate changes in and increase the volatility of the NAV
of the
Fund. This is because leverage tends to exaggerate the
effect of any increase or decrease in the value of the
Fund’s portfolio securities. The use of leverage also may
cause the
Fund to liquidate
portfolio positions when it may not be advantageous to do so in order to satisfy
its obligations or to maintain asset coverage.
In
general, the
Fund may not issue any class of senior security, except that
the Fund
may (i) borrow from banks, provided that immediately
following any such borrowing there is an asset coverage of at least 300% for all
Fund borrowings and in the event such asset
coverage falls below 300% the Fund will within three days or such longer period
as the SEC may prescribe by rules and regulations,
reduce the amount of its borrowings to an extent that the asset coverage of such
borrowings shall be at least 300%, and (ii)
engage in trading practices that involve the issuance of a senior security,
including but not limited to reverse
repurchase agreements. The
borrowings subject to these limits include borrowings through reverse repurchase
agreements and similar financing transactions
unless the Fund has elected to treat all such transactions as derivatives
transactions under applicable SEC requirements.
Limited
Partnership Interests.
A limited partnership interest entitles the
Fund to participate in the investment return of the partnership’s
assets as defined by the agreement among the partners. As a limited
partner, the
Fund generally is not permitted to
participate
in the management of the partnership. However, unlike a general partner whose
liability is not limited, a limited partner’s liability
generally is limited to the amount of its commitment to the
partnership.
Investment
Company Securities. Investment
company securities are equity securities and include securities of other
open-end, closed-end
and unregistered investment companies, including foreign investment companies,
hedge funds and exchange-traded funds (“ETFs”).
The
Fund may
invest in investment company securities as may be permitted by (i) the
Investment
Company Act of 1940, as
amended (“1940 Act”); (ii) the rules and regulations promulgated by the
U.S.
Securities and Exchange Commission (“SEC”) under
the 1940 Act; or (iii) an exemption or other relief applicable to the Fund from
provisions of the 1940 Act. The 1940 Act generally
prohibits an investment company from acquiring more than 3% of the outstanding
voting shares of an investment company
and limits such investments to no more than 5% of the
Fund’s total assets in any one investment company and no more than
10% in any combination of investment companies. The 1940 Act also
prohibits the
Fund from acquiring in the aggregate more than
10% of the outstanding voting shares of any registered closed-end investment
company. The
Fund may invest in investment company
securities of investment companies managed by the Adviser or its affiliates to
the extent permitted under the 1940 Act or as otherwise
authorized by the SEC. To the extent the
Fund invests a portion of its assets in investment company securities, those
assets will
be subject to the risks of the purchased investment company’s portfolio
securities, and a shareholder in the Fund will bear not only
their proportionate share of the expenses of the Fund, but also, indirectly the
expenses of the purchased investment company.
Money
Market Funds. To
the extent permitted by applicable law, the
Fund may invest all or some of its short term cash investments in
any money market fund advised or managed by the Adviser or its affiliates. In
connection with any such investments, the
Fund, to the
extent permitted by the 1940 Act, will pay its share of all expenses (other than
advisory and administrative fees) of a money market
fund in which it invests, which may result in the Fund bearing some additional
expenses. The rules governing money market funds:
(1) permit certain money market funds to impose a “liquidity fee” (up to 2%) if
the board of trustees (or its designee) determines
it is in the best interests of the fund, and (2) require “institutional money
market funds” to operate with a floating net asset
value per share (“NAV”) rounded to a minimum of the fourth decimal place in the
case of a fund with a $1.0000 share price or an
equivalent or more precise level of accuracy for money market funds with a
different share price (e.g., $10.000 per share, or $100.00
per share). The Fund may invest in money market funds that seek to
maintain a stable $1.00 NAV per share or that have a share
price that fluctuates. Although a stable share price money market fund seeks to
maintain a stable $1.00 NAV per share, it is possible
to lose money by investing in such a money market fund. With respect to a
floating share price money market fund, because the
share price will fluctuate, when the Fund sells its shares in such a fund, the
shares may be worth more or less than what the Fund originally
paid for them. The rules governing money market funds, and amendments to such
rules, may affect the investment strategies,
performance and operating expenses of money market funds. “Government money
market funds,” as defined under Rule 2a-7
of the 1940 Act, are exempt from these requirements, though such funds may
choose to opt-in to the implementation of liquidity
fees and redemption gates.
Exchange-Traded
Funds.
The Fund
may invest in ETFs. Investments in ETFs are subject to a variety of risks,
including risks of a direct
investment in the underlying securities that the ETF holds. For example, the
general level of stock prices may decline, thereby adversely
affecting the value of the underlying investments of the ETF and, consequently,
the value of the ETF. In addition, the market
value of the ETF shares may differ from their NAV because the supply and demand
in the market for ETF shares at any point is
not always identical to the supply and demand in the market for the underlying
securities. Also, ETFs that track particular indices typically
will be unable to match the performance of the index exactly due to, among other
things, the ETF’s operating expenses and transaction
costs. ETFs typically incur fees that are separate from those fees incurred
directly by the Fund.
Therefore, as a shareholder in
an ETF (as with other investment companies), the
Fund would bear its ratable share of that entity’s expenses. At the same time,
the
Fund would continue to pay its own investment management fees and other
expenses. As a result, the
Fund and its shareholders, in
effect, will be absorbing fees at two levels with respect to investments in
ETFs. Further,
certain of the ETFs in which the
Fund may
invest are leveraged. Leveraged ETFs seek to deliver multiples of the
performance of the index or other benchmark they track and
use derivatives in an effort to amplify the returns of the underlying index or
benchmark. While leveraged ETFs may offer the potential
for greater return, the potential for loss and the speed at which losses can be
realized also are greater. Most leveraged ETFs “reset”
daily, meaning they are designed to achieve their stated objectives on a daily
basis. Leveraged ETFs can deviate substantially from
the performance of their underlying benchmark over longer periods of time,
particularly in volatile periods. The more the
Fund invests
in such leveraged ETFs, the more this leverage will magnify any losses on those
investments.
Furthermore, disruptions in the markets
for the securities underlying ETFs purchased or sold by the Fund could result in
losses on the Fund’s investment in ETFs.
Please
see “Bitcoin Exposure – Bitcoin ETFs” for additional risks associated with
investments in Bitcoin ETFs applicable to the Fund.
Special
Purpose Acquisition Companies. The Fund
may invest in stock, warrants, rights and other securities of special purpose
acquisition
companies (“SPAC”), which typically are publicly traded companies that raise
investment capital for the purpose of acquiring
or merging with an existing company that is identified subsequent to the SPAC’s
initial public offering (“IPO”), or similar special
purpose entities. Typically, the acquisition target is an existing privately
held company that wants to trade publicly, which it accomplishes
through a combination with a SPAC rather than by conducting a traditional IPO.
SPACs and similar entities are blank
check
companies and do not have any operating history or ongoing business other than
seeking acquisitions. The long term value of a SPAC’s
securities is particularly dependent on the ability of the SPAC’s management to
identify a merger target and complete an attractive
acquisition. Some SPACs pursue acquisitions only within certain sectors,
industries or regions, which may increase the time horizon
for an acquisition as well as other risks associated with these investments,
including price volatility. Conversely, other SPACs may
invest without such limitations, in which case the SPAC’s management may have
limited experience or knowledge of the market sector,
industry or region in which the transaction is contemplated. In addition,
certain securities issued by a SPAC, particularly in private
placements conducted by the SPAC after its IPO, may be classified as illiquid
and/or be subject to restrictions on resale, which
restrictions may be imposed for at least a year or possibly a more extended
time, and may potentially be traded only in the over-the-counter
market.
Until
an acquisition or merger is completed, a SPAC generally invests its assets, less
a portion retained to cover expenses, in U.S. government
securities, money market securities and cash and does not typically pay
dividends in respect of its common stock. To the extent
a SPAC is invested in these securities or cash, the SPAC may not perform similar
to other equity securities and this may impact
the Fund’s ability to meet its investment objective. SPAC shareholders may not
approve any proposed acquisition or merger, or
an acquisition or merger, once effected, may prove unsuccessful. If an
acquisition or merger that meets the requirements of the SPAC
is not completed within a pre-established period of time (typically, two years),
the funds invested in the SPAC plus any interest paid
on such funds while held in trust (less any permitted expenses and any losses
experienced by the SPAC) are returned to its shareholders
unless the shareholders approve alternative options. As a result, the
Fund may be subject to opportunity costs to the extent
that alternative investments would have produced higher returns. Any warrants or
other rights with respect to a SPAC held by the
Fund may expire worthless or may be repurchased or retired by the SPAC at an
unfavorable price.
In
connection with a proposed acquisition, a SPAC may raise additional funds in
order to fund the acquisition, post-acquisition working
capital, redemptions or some combination of those purposes. This additional
fundraising may be in the form of a private placement
of a class of equity securities or debt. The debt could be secured by the assets
of the SPAC or the operating company existing
after the acquisition or it could be unsecured. The debt may also be investment
grade debt or below investment grade debt.
The Fund
may invest in stock, warrants, rights and other securities of SPACs or similar
special purpose entities in a private placement transaction
or as part of a public offering. If the Fund purchases securities in the SPAC’s
IPO, typically it will receive publicly-traded securities
called “units” that include one share of common stock and one right or warrant
(or partial right or warrant) conveying the right
to purchase additional shares of common stock. At a specified time, the rights
and warrants may be separated from the common stock
at the election of the holder, after which each security typically is freely
tradeable. An investment in the IPO securities of a SPAC
may be diluted by additional, later offerings of securities by the SPAC or by
other investors exercising existing rights to purchase
securities of the SPAC. If the Fund invests in equity securities issued in a
private placement after the IPO, those shares will not
be publicly tradable unless and until there is a registration statement filed by
the SPAC and approved by the SEC or if an exemption
from registration is available, which exemptions typically become available at
least a year after the date of the business combination.
Equity investments in the SPAC made in connection with a proposed business
combination will be diluted by the acquisition
itself and further fundraising by the ongoing operating business.
If
there is no market for the shares of the SPAC or only a thinly traded market for
shares or interests in the SPAC develops, the
Fund may
not be able to sell its interest in a SPAC or it may only sell its interest at a
price below what the Fund believes is the SPAC interest’s
value. If not subject to a restriction on resale, the
Fund may sell its investments in a SPAC at any time, including before, at
or
after the time of an acquisition or merger. Generally, SPACs provide the
opportunity for common shareholders who hold publicly traded
shares to have some or all of their shares redeemed by the SPAC at or around the
time of a proposed acquisition or merger. However,
there is often a limit to the number of shares that can be redeemed in
connection with a business combination. If the
Fund holds
shares of publicly traded SPAC stock, this means that the
Fund may not be able to redeem those shares prior to an acquisition and
may have to hold those shares until after the completion of the acquisition. If
the
Fund purchases shares in a private placement, those
shares will not be redeemable in connection with a transaction. In addition,
the
Fund may elect not to participate in a proposed SPAC
transaction or may be required to divest its interests in the SPAC due to
regulatory or other considerations.
An
investment in a SPAC is subject to the risks that any proposed acquisition
or merger may not obtain the requisite approval of SPAC
shareholders, may require governmental or other approvals that it fails to
obtain or that an acquisition or merger, once effected,
may prove unsuccessful and lose value. In addition, among other conflicts of
interest, the economic interests of the management,
directors, officers and related parties of a SPAC can differ from the economic
interests of public shareholders, which may
lead to conflicts as they evaluate, negotiate and recommend business combination
transactions to shareholders. For example, because
the sponsor, directors and officers of a SPAC may directly or indirectly own
interests in a SPAC, the sponsor, directors and officers
may have a conflict of interest in determining whether a particular target
business is an appropriate business with which to effectuate
a business combination. SPAC sponsors generally purchase equity in the SPAC at
more favorable terms than investors in the
IPO or subsequent investors on the open market. As a result, although most of
the SPAC’s capital has been provided by IPO investors,
the sponsors and potentially other initial investors will benefit more than
investors from the SPAC’s completion of an initial
business combination and may have an incentive to complete a transaction on
terms that may be less favorable to other
investors.
This risk may become more acute as the deadline for the completion of a business
combination nears or in the event that attractive
acquisition or merger targets become scarce. In addition, the requirement that a
SPAC complete a business combination within
a prescribed time frame may give potential target businesses leverage over the
SPAC in negotiating a business combination and may
limit the time the SPAC has in which to conduct due diligence on potential
business combination targets, which could undermine
the SPAC’s ability to complete a business combination on terms that would
produce value for its shareholders. An investment
in a SPAC is also subject to the risk that a significant portion of the funds
raised by the SPAC may be expended during the
search for a target acquisition or merger. The value of investments in SPACs may
be highly volatile and may depreciate over time.
In
addition, investments in SPACs may be subject to the same risks as investing in
any initial public offering, including the risks associated
with companies that have little operating history as public companies, including
unseasoned trading, small number of shares
available for trading and limited information about the issuer. In addition, the
market for IPO issuers may be volatile, and share
prices of newly-public companies have fluctuated significantly over short
periods of time. Although some IPOs may produce high
returns, such returns are not typical and may not be sustainable. Certain
investments in SPACs are privately placed securities and
are also subject to the risks of such securities.
Debt
associated with a SPAC, whether issued by the SPAC, by a subsidiary or acquired
issuer, is subject to the same types of risks as exist
in other types of fixed income investing, including credit risk, default risk
and the potential for a restructuring, work-out or bankruptcy.
Bitcoin
Exposure.
The Fund may have exposure to bitcoin indirectly through cash settled futures or
indirectly through investments in
pooled investment vehicles and exchange-traded products that invest in bitcoin
(“Bitcoin ETFs”). To the extent the Fund invests in
bitcoin futures or Bitcoin ETFs, it will do so through a wholly-owned
subsidiary, which is organized as an exempted company under
the laws of the Cayman Islands (the “Bitcoin Subsidiary” or “Subsidiary”). The
Fund may at times have no exposure to bitcoin.
Although the Fund does not directly invest in bitcoin, the Fund’s indirect
investments in bitcoin are exposed to risks associated
with the price of bitcoin, which is subject to numerous factors and
risks.
Bitcoin
is a digital asset whose ownership and behavior are determined by participants
in an online, peer-to-peer network that connects
computers that run publicly accessible, or “open source,” software that follows
the rules and procedures governing the bitcoin
network (commonly referred to as the bitcoin protocol). The value of bitcoin,
like the value of other cryptocurrencies, is not backed
by any government, corporation, or other identified body. The value of bitcoin
is determined in part by the supply of (which is
limited), and demand for, bitcoin in the markets for exchange that have been
organized to facilitate the trading of bitcoin. The further
development of the bitcoin network, which is part of a new and rapidly changing
industry, is subject to a variety of factors that
are difficult to evaluate.
Risks
Related to Bitcoin.
Cryptocurrencies (also referred to as “virtual currencies” and “digital
currencies”) are digital assets designed to act
as a medium of exchange. Although there are thousands of cryptocurrencies, the
most well-known of which is bitcoin. Cryptocurrency
is an emerging asset class with a limited history. Investments in or exposure to
bitcoin are subject to substantial risks, including
significant price volatility and fraud and manipulation, which are generally
more pronounced in the crypto asset market. In addition,
performance and value of indirect investments in bitcoin may differ
significantly from the performance or value of bitcoin.
Cryptocurrency
facilitates decentralized, peer-to-peer financial exchange and value storage
that is used like money, without the oversight
of a central authority or banks. The value of cryptocurrency is not backed by
any government, corporation, or other identified
body. Similar to fiat currencies (i.e., a currency that is backed by a central
bank or a national, supra-national or quasi-national
organization), cryptocurrencies are susceptible to theft, loss and destruction.
For example, the bitcoin held by Bitcoin ETFs (and
the Fund’s indirect exposure to such bitcoin) is also susceptible to these
risks.
The
value of the Fund’s indirect investments in bitcoin is subject to significant
fluctuations in the value of the cryptocurrency, which have
been and may in the future be highly volatile and subject to sharp declines. The
value of cryptocurrencies is determined by the supply
and demand for cryptocurrency in the global market for the trading of
cryptocurrency, which consists primarily of transactions
on electronic exchanges. The price of bitcoin could drop precipitously
(including to zero) for a variety of reasons, including,
but not limited to, regulatory changes, a crisis of confidence, flaw or
operational issue in the bitcoin network or a change in
user preference to competing cryptocurrencies. The Fund’s exposure to bitcoin
could result in substantial losses to the Fund. Cryptocurrencies
trade on exchanges, which are largely unregulated and, therefore, are more
exposed to fraud, market manipulation and
failure than established, regulated exchanges for securities and other
traditional assets, derivatives, and other currencies. Cryptocurrency
exchanges have in the past, and may in the future, fail or otherwise cease
operating temporarily or even permanently, resulting
in the potential loss of users’ cryptocurrency or other market
disruptions.
Cryptocurrency
exchanges that are regulated typically must comply with minimum net capital,
cybersecurity, and anti-money laundering
requirements, but are not typically required to protect customers or their
markets to the same extent that regulated securities
exchanges or futures exchanges are required to do so. Furthermore, many
cryptocurrency exchanges lack certain safeguards established
by traditional exchanges to enhance the stability of trading on the exchange,
such as measures designed to prevent sudden drops
in value of items traded on the exchange (i.e., “flash crashes”). As a result,
the prices of cryptocurrencies on exchanges may be
subject
to larger and more frequent sudden declines than assets traded on traditional
exchanges. In addition, cryptocurrency exchanges
are also subject to the risk of cybersecurity threats and have been breached,
resulting in the theft and/or loss of bitcoin and other
cryptocurrencies. A cyber or other security breach or a business failure of a
cryptocurrency exchange or custodian may affect the price
of a particular cryptocurrency or cryptocurrencies generally. A risk also exists
with respect to malicious actors or previously unknown
vulnerabilities, which may adversely affect the value of bitcoin.
Disruptions
at bitcoin exchanges and potential consequences of a bitcoin exchange’s failure
could adversely affect the Fund’s indirect investments
in bitcoin. In 2022 and early 2023, several large participants in the
cryptocurrency industry, including exchanges, lenders and
investment firms, declared bankruptcy, which has resulted in a loss of
confidence in participants of the digital asset ecosystem and
negative publicity surrounding digital assets more broadly. These events have
also contributed to financial distress among crypto asset
market participants and widespread disruption in those markets. The collateral
impacts of these types of failures, or of fraud or other
adverse developments in the crypto asset markets, is difficult to predict.
Extreme volatility in the future, including further declines
in the trading prices of the bitcoin, could have a material adverse effect on
the value of the Fund’s indirect investments in bitcoin.
Furthermore, negative perception and/or a lack of stability and standardized
regulation in the digital asset economy may reduce
confidence in the digital asset economy and may result in greater volatility in
the prices of bitcoin and other digital assets, including
a depreciation in value. Further, regulation of crypto asset markets is still
developing and federal, state or foreign governmental
authorities may restrict the development, use or exchange or cryptocurrencies.
In addition, events that impact one cryptocurrency
may lead to a volatility or a decline in the value or another cryptocurrency,
such as bitcoin.
The
market for bitcoin (and bitcoin futures) depends on, among other things: the
supply and demand for bitcoin (and bitcoin futures);
the adoption of bitcoin for commercial uses; the anticipated increase of
investments in bitcoin-related investment products by
retail and institutional investors; speculative interest in bitcoin, bitcoin
futures, and bitcoin-related investment products; regulatory
or other restrictions on investors’ ability to invest in bitcoin futures; and
the potential ability to hedge against the price of bitcoin
with bitcoin futures (and vice versa). At times, there has been, and may in the
future be, significant disruption to the crypto asset
market, which could adversely impact the Fund’s indirect investments in
bitcoin.
Factors
affecting the further development of cryptocurrency include, but are not limited
to: continued worldwide growth or possible cessation
or reversal in the adoption and use of cryptocurrency and other digital assets;
government and quasi-government regulation or
restrictions on or regulation of access to and operation of digital asset
networks; changes in consumer demographics and public preferences;
maintenance and development of open-source software protocol; availability and
popularity of other forms or methods of buying
and selling goods and services; the use of the networks supporting digital
assets, such as those for developing smart contracts and
distributed applications; general economic conditions and the regulatory
environment relating to digital assets; negative consumer
or public perception; and general risks tied to the use of information
technologies, including cyber risks. A breach or failure of
one cryptocurrency may lead to a loss in confidence in, and thus decreased usage
and or value of, other cryptocurrencies.
Bitcoin
mining operations consume significant amounts of electricity, which may have a
negative environmental impact and give rise to
public opinion against allowing, or government regulations restricting, the use
of electricity for mining operations. Additionally, miners
may be forced to cease operations during an electricity shortage or power
outage. Given the energy-intensiveness and electricity
costs of mining, miners are restricted in where they can locate mining
operations. Any shortage of electricity supply or increase
in related costs (or if miners otherwise cease expanding processing power) will
negatively impact the viability and expected economic
return from bitcoin mining, which will affect the availability of bitcoin in the
marketplace. Today, many bitcoin mining operations
rely on fossil fuels to power their operations. Public perception of the impact
of bitcoin mining on climate change may reduce
the demand for bitcoin and increase the likelihood of government regulation.
Such events could have a negative impact on the price
of bitcoin, bitcoin futures, and the Fund’s performance. In addition, sales of
newly mined bitcoin (and sales of bitcoin by large holders)
may impact the price of bitcoin.
Currently,
there is relatively limited use of cryptocurrency in the retail and commercial
marketplace, which contributes to price volatility.
A lack of expansion by cryptocurrencies into retail and commercial markets, or a
contraction of such use, may result in increased
volatility or a reduction in the value of cryptocurrencies, either of which
could adversely impact the Fund’s indirect investment
in bitcoin. In addition, to the extent market participants develop a preference
for one cryptocurrency over another, the value
of the less preferred cryptocurrency would likely be adversely
affected.
Cryptocurrency
is a new technological innovation with a limited history; it is a highly
speculative asset and future U.S. or foreign government
or regulatory actions or policies may limit, perhaps to a materially adverse
extent, the value of the Fund’s indirect investment
in bitcoin and the ability to exchange a cryptocurrency or utilize it for
payments.
Many
significant aspects of the tax treatment of investments in cryptocurrency are
uncertain, and a direct or indirect investment in cryptocurrency
may produce income that if directly earned by a RIC, like the Fund, would be
treated as non-qualifying income for purposes
of the income test applicable to RICs. Accordingly, to the extent the Fund
invests in bitcoin futures or Bitcoin ETFs, it will do
so through its Subsidiary.
In
2014, the IRS released a notice (the “Notice”) discussing certain aspects of
“convertible virtual currency” (that is, digital assets that have
an equivalent value in fiat currency or that act as a substitute for fiat
currency) for U.S. federal income tax purposes and, in particular,
stating that such a digital asset (i) is “property,” (ii) is not “currency” for
purposes of the rules relating to foreign currency gain
or loss and (iii) may be held as a capital asset. In 2019, the IRS released a
revenue ruling and a set of “Frequently Asked Questions”
(the “Ruling & FAQs”) that provide some additional guidance. However, the
Notice and the Ruling & FAQs do not address
other significant aspects of the U.S. federal income tax treatment of digital
assets. Moreover, although the Ruling & FAQs address
the treatment of hard forks, there continues to be uncertainty with respect to
the income and withholding taxation of incidental
rights received through a fork in the blockchain, airdrops offered to bitcoin
holders and other similar events, including situations
where such rights are disclaimed, as is expected with respect to a Bitcoin ETF’s
intended treatment of such events.
The
taxing authorities of certain states (i) have announced that they will follow
the Notice with respect to the treatment of digital assets
for state income tax purposes and/or (ii) have issued guidance exempting the
purchase and/or sale of digital assets for fiat currency
from state sales tax. It is unclear what further guidance on the treatment of
digital assets for state tax purposes may be issued in
the future.
Because
of the evolving nature of digital assets, it is not possible to predict
potential future developments that may arise with respect to
digital assets. Any future guidance on the treatment of digital assets for
federal, state or local tax purposes could result in adverse tax
consequences for investors in the Fund and could have an adverse effect on the
value of bitcoin.
Bitcoin
Cash Settled Futures.
The Fund may engage in futures contracts based on bitcoin. The only bitcoin
futures in which the Fund may
invest are cash settled bitcoin futures traded on futures exchanges registered
with the CFTC.
The
value of bitcoin futures is determined by reference to the CME CF Bitcoin
Reference Rate, which provides an indication of the price
of bitcoin across certain cash bitcoin exchanges.
Bitcoin
futures expose the Fund to all of the risks related to bitcoin discussed above
and also expose the Fund to risks related to futures,
and specifically risks related to bitcoin futures. The price of bitcoin futures
is based on a variety of factors. For example, regulatory
changes or actions may alter the nature of an investment in bitcoin futures or
restrict the use of bitcoin or the operations of the
bitcoin network or exchanges on which bitcoin trades in a manner that adversely
affects the price of bitcoin futures, which could adversely
impact the Fund and necessitate the payment of large daily variation margin
payments to settle the Fund’s losses.
The
market for bitcoin futures is still developing and the Fund’s investment in
bitcoin futures may involve illiquidity risk, as bitcoin futures
are not as heavily traded as other futures given that the bitcoin futures market
is relatively new, which means the Fund may be unable
to purchase or sell a futures contract at a desired price or time. In addition,
bitcoin futures markets may be more volatile than traditional
futures markets and exchanges on which bitcoin futures are traded and their
related clearinghouses and the Fund’s FCMs generally
require the Fund to maintain relatively high levels of initial margin at the
clearinghouse and FCM in connection with bitcoin
futures. Initial margin requirements will increase if the Fund’s bitcoin futures
investments increase in value. Bitcoin futures are
subject to collateral requirements and daily limits that may limit the Fund’s
ability to achieve the desired exposure.
Exchanges
on which bitcoin is traded (which are the source of the price(s) used to
determine the cash settlement amount for the Fund’s
bitcoin futures) have experienced, and may in the future experience, technical
and operational issues, making bitcoin prices unavailable
at times. In addition, the cash market in bitcoin has been the target of fraud
and manipulation, which could affect the pricing
of bitcoin futures contracts.
The
contractual obligations of a buyer or seller holding a futures contract to
expiration may be satisfied by settling in cash as provided by
the terms of such contract. However, the Fund does not intend to hold bitcoin
futures through expiration. Instead, the Fund intends
to “roll” futures positions. “Rolling” refers to a process whereby futures
contracts nearing expiration are closed out and replaced
with new futures contracts with a later expiration date. Accordingly, the Fund
is subject to risks related to rolling. In addition,
the costs associated with rolling bitcoin futures typically are substantially
higher than the costs associated with other futures contracts
and may have a significant adverse impact on the performance of the Fund’s
investments in bitcoin futures.
When
the market for certain futures contracts is such that the prices are higher in
the more distant delivery months than in the nearer delivery
months, the sale during the “rolling process” of the bitcoin futures with closer
delivery dates would take place at a price that is
lower than the price of the bitcoin futures with more distant delivery dates.
This pattern of higher futures prices for longer expiration
bitcoin futures is often referred to as “contango.” Alternatively, when the
market for certain bitcoin futures is such that the prices
are higher in the nearer months than in the more distant months, the sale during
the rolling process of the more nearby bitcoin futures
would take place at a price that is higher than the price of the more distant
bitcoin futures. This pattern of higher future prices
for shorter expiration bitcoin futures is referred to as “backwardation.” There
have been extended periods in which contango or backwardation
has existed in certain futures markets in general. Such periods could occur in
the future for bitcoin futures and may cause
significant and sustained losses. Additionally, because of the frequency with
which the Fund may roll futures contracts, the impact
of contango or backwardation on Fund performance may be greater than it would
have been if the Fund rolled futures contracts
less frequently.
In
addition, bitcoin and bitcoin futures have generally exhibited significant price
volatility relative to traditional asset classes. Bitcoin futures
may also experience significant price volatility as a result of the market fraud
and manipulation noted above.
Futures
contracts based on bitcoin are also subject to the risks otherwise
applicable to derivatives, in particular those described in “Futures
Contracts.”
Bitcoin
ETFs.
The Fund may obtain investment exposure to bitcoin indirectly through investing
in Bitcoin ETFs. The amount of the Fund’s
investment in Bitcoin ETFs will be subject to certain limits at the time of
investment. The risks of investing in Bitcoin ETFs are
similar to the risks of investing in cryptocurrencies generally. Investments in
a Bitcoin ETF expose the Fund to all of the risks related
to bitcoin discussed above and also expose the Fund to risks specific to such
Bitcoin ETF.
Shares
of Bitcoin ETFs (including for purposes of this and the following
paragraph, as applicable, pooled investment vehicles other than
ETFs providing Bitcoin exposure) have historically traded, and may continue to
trade, at a significant discount or premium to NAV.
To the extent a Bitcoin ETF trades at a discount to NAV, the value of the Fund’s
investment in the Bitcoin ETF would typically
decrease, even if the value of a Bitcoin ETF’s underlying holdings in bitcoin
does not decrease. In addition, there is no guarantee
that an active trading market for a Bitcoin ETF will exist at any time. The
Fund’s investment in a Bitcoin ETF will be subject
to the operating expenses associated with such Bitcoin ETF. In addition, Bitcoin
ETFs are susceptible to theft of their bitcoin holdings,
which would negatively affect an investment by the Fund in such
products.
The
Fund’s investments in Bitcoin ETFs are also subject to the risks
associated with private funds and ETFs generally, including liquidity
risk, authorized participant concentration risk, cash transactions risk and
trading risk. The securities of such private funds are
generally not registered under the 1940 Act, and therefore the Fund’s
investments in Bitcoin ETFs will not benefit from the protections
and restrictions of such laws and the regulations thereunder. Investment by the
Bitcoin Subsidiary in Bitcoin ETFs will generally
be treated as a direct investment by the Bitcoin Subsidiary in bitcoin for such
purposes and will be subject to the tax risks related
to investment in bitcoin.
Special
Risks Related to the Cayman Islands Subsidiary.
The Fund may, consistent with its principal investment strategies, invest
up
to 25% of its total assets in the Subsidiary. The Subsidiary may invest in
Bitcoin ETFs, cash-settled bitcoin futures and other investments.
Investments in the Subsidiary are expected to provide the Fund with exposure to
bitcoin within the limitations of Subchapter
M of the Code and Internal Revenue Service (“IRS”) revenue rulings, as discussed
below under “Taxes.” The Subsidiary is
a company organized under the laws of the Cayman Islands and is overseen by its
own board of directors. The Fund is the sole shareholder
of the Subsidiary, and it is not currently expected that shares of the
Subsidiary will be sold or offered to other investors. To
the extent that the Fund invests in the Subsidiary, the Fund may be subject to
the risks associated with such bitcoin and other bitcoin
related investments.
While
the Subsidiary may be considered similar to an investment company, it is not
registered under the 1940 Act and, unless otherwise
noted in the Prospectus and this SAI, is not subject to all of the investor
protections of the 1940 Act and other U.S. regulations.
Changes in the laws of the United States and/or the Cayman Islands could result
in the inability of the Fund and/or the Subsidiary
to operate as described in the applicable Prospectus and this SAI and could
eliminate or severely limit the Fund’s ability to invest
in the Subsidiary which may adversely affect the Fund and its
shareholders.
LIBOR
Discontinuance or Unavailability Risk.
The Fund’s investments, payment obligations and financing terms may be based
on
floating rates, such as the London Interbank Offered Rates (collectively,
“LIBOR”), Euro Interbank Offered Rate, Secured Overnight
Financing Rate (“SOFR”) and other similar types of reference rates (each, a
“Reference Rate”). These Reference Rates are generally
intended to represent the rate at which contributing banks may obtain short-term
borrowings from each other within certain
financial markets. London Interbank Offered Rate (“LIBOR”) was the basic rate of
interest used in lending transactions between
banks on the London interbank market and has been widely used as a reference for
setting the interest rate on loans globally. As
a result of benchmark reforms, publication of most LIBOR settings has ceased.
However, the publication of certain other LIBORs will
continue to be published on a temporary, synthetic and non-representative basis
(e.g., the 1-month, 3-month, and 6-month USD
LIBOR settings which are expected to be continued to be published until the end
of September 2024). As these synthetic LIBOR
settings are expected to be published for a limited period of time and are
considered non-representative of the underlying market,
regulators have advised that these settings should be used only in limited
circumstances.
Various
financial industry groups have been planning for the transition from LIBOR
and certain regulators and industry groups have taken
actions to establish alternative reference rates (e.g., the SOFR, which measures
the cost of overnight borrowings through repurchase
agreement transactions collateralized with U.S. Treasury securities and is
intended to replace U.S. dollar LIBORs with certain
adjustments). It is expected that a substantial portion of future floating rate
investments will be linked to SOFR or benchmark rates
derived from SOFR (or other Alternative Reference Rates based on SOFR). There is
no assurance that the composition or characteristics
of any such alternative reference rate will be similar to or produce the same
value or economic equivalence as LIBOR or
that it will have the same volume or liquidity as did LIBOR. These relatively
new and developing rates may also behave differently than
LIBOR would have or may not match the reference rate applicable to the
underlying assets related to these investments.
Investments
in structured finance investments, loans, debt instruments or other investments
tied to reference rates are also subject to operational
risk associated with the alternative reference rate, such as errors in the input
data or in the calculation of reference rates.
Additionally,
the transition away from LIBOR and certain other Reference Rates could,
among other negative consequences (i) adversely
impact the pricing, liquidity, value of, return on and trading for a broad array
of financial products, including any Reference
Rate-linked securities, loans and derivatives in which the Fund may invest; (ii)
require extensive negotiations of and/or amendments
to agreements and other documentation governing Reference Rate-linked
investments products; (iii) lead to disputes, litigation
or other actions with counterparties or portfolio companies regarding the
interpretation and enforceability of “fallback” provisions
that provide for an alternative reference rate in the event of Reference Rate
unavailability; and/or (iv) cause the Fund to incur
additional costs in relation to any of the above factors.
The
risks associated with the above factors, including decreased liquidity, may be
heightened with respect to investments in so-called “tough
legacy” Reference Rate-based products that do not include effective fallback
provisions to address how interest rates will be determined
if LIBOR and certain other Reference Rates stop being published. In
addition, when a Reference Rate is discontinued, the
alternative Reference Rate may be lower than market expectations, which could
have an adverse impact on the value of preferred and
debt securities with floating or fixed-to-floating rate coupons.
These
developments could negatively impact financial markets in general and present
heightened risks, including with respect to the Fund’s
investments. As a result of the uncertainty and developments relating to the
transition process, performance, price volatility, liquidity
and value of the Fund and its assets may be adversely affected.
Additional
Risks.
In
addition to the investment strategies and risks described in the prospectus and
above, the Fund is subject to the following risks:
Special
Risks Related to Cyber Security.
The Fund and its service providers are susceptible to cyber security risks that
include, among other
things, theft, unauthorized monitoring, release, misuse, loss, destruction or
corruption of confidential and highly restricted data;
denial of service attacks; unauthorized access to relevant systems; compromises
to networks or devices that the Fund and its service
providers use to service the Fund’s operations; or operational disruption or
failures in the physical infrastructure or operating systems
that support the Fund and its service providers. Cyber attacks against or
security breakdowns of the Fund or its service providers
may adversely impact the Fund and its shareholders, potentially resulting in,
among other things, financial losses; the inability
of Fund shareholders to transact business and the
Fund to process transactions; inability to calculate the
Fund’s NAV; violations
of applicable privacy and other laws; regulatory fines, penalties, reputational
damage, reimbursement or other compensation
costs; and/or additional compliance costs. The Fund may incur additional costs
for cyber security risk management and
remediation purposes. In addition, cyber security risks may also impact issuers
of securities in which the
Fund invests, which may cause
the
Fund’s investment in such issuers to lose value. There can be no assurance that
the Fund or its service providers will not suffer
losses relating to cyber attacks or other information security breaches in the
future.
Regulatory
and Legal Risk.
U.S. and non-U.S. governmental agencies and other regulators regularly implement
additional regulations and
legislators pass new laws that affect the investments held by the
Fund, the strategies used by the
Fund or the level of regulation or taxation
applying to the
Fund (such as regulations related to investments in derivatives and other
transactions). These regulations and laws
impact the investment strategies, performance, costs and operations of
the
Fund or taxation of shareholders. For example, the SEC
recently adopted amendments to rules related to fund names and related
strategies, which could result in costs to the Fund in amending
its name and/or strategies accordingly. In addition, a rapidly expanding or
otherwise more aggressive regulatory environment
may impose greater costs on all sectors and on financial services companies in
particular.
ESG
Investment Risk.
To the extent that the Adviser considers environmental, social and/or governance
(“ESG”) issues, the Fund’s performance
may be impacted. Additionally, the Adviser’s consideration of ESG issues may
require subjective analysis based on qualitative
assessments and the ability of the Adviser to consider ESG issues may be
impacted by data availability for a particular company
or issuer (or obligor), including if the data is inaccurate, incomplete,
unavailable or based on estimates. The Adviser’s consideration
of ESG issues may contribute to the Adviser’s decision to forgo opportunities to
buy certain securities. ESG issues with respect
to an issuer (or obligor) or the Adviser’s assessment of such may change over
time. The consideration of ESG issues within the Adviser’s
investment decision-making process for the Fund may vary across asset classes,
industries and sectors. For the Fund, ESG issues
are not necessarily considered with respect to each issuer (or obligor) in which
the Fund invests and are not the sole determinant
of whether or not an investment can be made or a holding can remain in the
Fund’s portfolios. As a result, the Fund may,
in some cases, invest in companies or issuers that do not have favorable
sustainability or ESG characteristics.
Fund
Policies/Investment Restrictions
The
investment objective, policies and restrictions listed below have been adopted
by the Fund as fundamental policies. Under the 1940
Act, a fundamental policy may not be changed without the vote of a majority of
the outstanding voting securities of the Fund. The
1940 Act defines a majority as the lesser of (a) 67% or more of the shares
present at a meeting of shareholders, if the holders of
50%
of the outstanding shares of the Fund are present or represented by proxy; or
(b) more than 50% of the outstanding shares of the
Fund. For purposes of the following restrictions: (i) all percentage limitations
apply immediately after a purchase or initial investment,
and (ii) any subsequent change in any applicable percentage resulting from
market fluctuations or other changes in total or
net assets does not require elimination of any security from the portfolio,
except in the case of borrowing.
The
Fund will:
1.
Seek to maximize the capital appreciation of its investments.
The
Fund will not:
1.
Invest in a manner inconsistent with its classification as a “diversified
company” as provided by (i) the 1940 Act, as amended from time
to time, (ii) the rules and regulations promulgated by the SEC under the 1940
Act, as amended from time to time, or (iii) an exemption
or other relief applicable to the Fund from the provisions of the 1940 Act, as
amended from time to time.
2.
Borrow money, except the Fund may borrow money to the extent permitted by (i)
the 1940 Act, as amended from time to time, (ii)
the rules and regulations promulgated by the SEC under the 1940 Act, as amended
from time to time, or (iii) an exemption or other
relief applicable to the Fund from the provisions of the 1940 Act, as amended
from time to time.
3.
Make loans of money or property to any person, except (a) to the extent that
securities or interests in which the Fund may invest are
considered to be loans, (b) through the loan of portfolio securities, (c) by
engaging in repurchase agreements, or (d) as may otherwise
be permitted by (i) the 1940 Act, as amended from time to time, (ii) the rules
and regulations promulgated by the SEC under
the 1940 Act, as amended from time to time, or (iii) an exemption or other
relief applicable to the Fund from the provision of the
1940 Act, as amended from time to time.
4.
Purchase or sell physical commodities unless acquired as a result of ownership
of securities or other instruments; provided that this restriction
shall not prohibit the Fund from purchasing or selling options, futures
contracts and related options thereon, forward contracts,
swaps, caps, floors, collars and any other financial instruments or from
investing in securities or other instruments backed by
physical commodities or as otherwise permitted by (i) the 1940 Act, as amended
from time to time, (ii) the rules and regulations promulgated
by the SEC under the 1940 Act, as amended from time to time, or (iii) an
exemption or other relief applicable to the Fund
from the provisions of the 1940 Act, as amended from time to time.
5.
Issue senior securities, except the Fund may issue senior securities to the
extent permitted by (i) the 1940 Act, as amended from time
to time, (ii) the rules and regulations promulgated by the SEC under the 1940
Act, as amended from time to time, or (iii) an exemption
or other relief applicable to the Fund from the provisions of the 1940 Act, as
amended from time to time.
6.
Invest 25% or more of the value of its total assets in securities of issuers in
any one industry.
7.
Purchase or sell real estate or interests therein, although the Fund may
purchase securities of issuers which engage in real estate operations
and securities secured by real estate or interests therein.
8.
Engage in the underwriting of securities, except insofar as the Fund may be
deemed an underwriter under the 1933 Act in disposing
of a portfolio security.
In
addition, as non-fundamental policies, which can be changed with Board approval
and without shareholder vote, the Fund will not:
1.
Invest its assets in the securities of any investment company except as may be
permitted by (i) the 1940 Act as amended from time to
time; (ii) the rules and regulations promulgated by the SEC under the 1940 Act
as amended from time to time; or (iii) an exemption
or other relief applicable to the Fund from the provisions of the 1940 Act as
amended from time to time.
The
Fund has an operating policy, which may be changed by the Fund’s Board of
Directors, not to borrow except from a bank for temporary
or emergency purposes in amounts not exceeding 5% (taken at the lower of cost or
current value) of its total assets (not including
the amount borrowed).
Notwithstanding
any other investment policy or restriction, the Fund may seek to achieve its
investment objective by investing all or substantially
all of its assets in another investment company having substantially the same
investment objective and policies as the Fund.
The
investment policies, limitations or practices of the Fund may not apply during
periods of unusual or adverse market, economic, political
or other conditions. Such market, economic, political or other conditions may
include periods of abnormal or heightened market
volatility, strained credit and/or liquidity conditions or increased
governmental intervention in the markets or industries. During
such periods, the Fund may not invest according to its principal investment
strategies or in the manner in which its name may
suggest, and may be subject to different and/or heightened risks. It is possible
that such unusual or adverse conditions may continue
for extended periods of time.
For
purposes of policies adopted in accordance with Rule 35d-1 under the 1940 Act,
the term “assets,” as defined in Rule 35d-1 under
the 1940 Act, means net assets plus the amount of any borrowings for investment
purposes.
DISCLOSURE
OF PORTFOLIO HOLDINGS
The
Fund’s Board of Directors and the Adviser and Sub-Adviser have adopted policies
and procedures regarding disclosure of portfolio
holdings (the “Policy”). Pursuant to the Policy, the Adviser and Sub-Adviser may
disclose information concerning Fund portfolio
holdings only if such disclosure is consistent with the antifraud provisions of
the federal securities laws and the Fund’s, the Adviser’s
and the Sub-Adviser’s fiduciary duties to Fund shareholders. In no instance may
the Adviser, the Sub-Adviser or the Fund receive
compensation or any other consideration in connection with the disclosure of
information about the portfolio securities of the Fund.
Consideration includes any agreement to maintain assets in the Fund or in other
investment companies or accounts managed by
the Adviser and Sub-Adviser or by any affiliated person of the Adviser or
Sub-Adviser. Non-public information concerning portfolio
holdings may be divulged to third parties only when the Fund has a legitimate
business purpose for doing so and the recipients
of the information are subject to a duty of confidentiality. Under no
circumstances shall current or prospective Fund shareholders
receive non-public portfolio holdings information, except as described
below.
The
Fund makes available on its public website the following portfolio holdings
information:
■ |
complete
portfolio holdings information quarterly, at least 45 calendar days
after the end of each quarter by calling (800) 869-6397
or email client service at [email protected];
and |
■ |
top
10 holdings monthly, at least 15 calendar days after the end of each
month. |
The
Fund provides a complete schedule of portfolio holdings for the second and
fourth fiscal quarters in its Semi-Annual and Annual Reports,
and for the first and third fiscal quarters in its filings with the SEC as
an exhibit to Form N-PORT. These portfolio holdings
will be available on or about the date of this Statement of Additional
Information on the Fund’s public website, www.morganstanley.com/im/shareholderreports.
All
other portfolio holdings information that has not been disseminated in a manner
making it available generally as described above is
non-public information for purposes of the Policy.
The
Fund may make selective disclosure of non-public portfolio holdings information
pursuant to certain exemptions set forth in the Policy.
Third parties eligible for exemptions under the Policy and therefore eligible to
receive such disclosures currently include clients/shareholders
(such as redeeming shareholders in-kind), fund rating agencies, information
exchange subscribers, proxy voting or
advisory services, pricing services, consultants and analysts, portfolio
analytics providers, transition managers and service providers, provided
that the third party expressly agrees to maintain the disclosed information in
confidence and not to trade portfolio securities or
related derivative securities based on the non-public information. Non-public
portfolio holdings information may not be disclosed to
a third party pursuant to an exemption unless and until the third-party
recipient has entered into a non-disclosure agreement with the
Fund and the arrangement has been reviewed and approved, as set forth in the
Policy and discussed below. In addition, persons who
owe a duty of trust or confidence to the Fund, the Adviser or Sub-Adviser may
receive non-public portfolio holdings information
without entering into a non-disclosure agreement. Currently, these persons
include (i) the Fund’s independent registered public
accounting firm (as of the Fund’s fiscal year-end and on an as-needed basis),
(ii) counsel to the Fund (on an as-needed basis), (iii)
counsel to the Independent Directors (on an as-needed basis) and (iv) members of
the Board of Directors (on an as-needed basis).
Subject to the terms and conditions of any agreement between the Adviser or the
Fund and the third-party recipient, if these conditions
for disclosure are satisfied, there shall be no restriction on the frequency
with which Fund non-public portfolio holdings information
is released, and no lag period shall apply (unless otherwise indicated
below).
The
Adviser and Sub-Adviser may provide interest lists to broker-dealers who execute
securities transactions for the Fund without entering
into a non-disclosure agreement with the broker-dealers, provided that the
interest list satisfies all of the following criteria: (1)
the interest list must contain only the CUSIP numbers and/or ticker symbols of
securities held in all registered management investment
companies advised by the Adviser and Sub-Adviser or any affiliate of the Adviser
or Sub-Adviser (the “Morgan Stanley Funds”)
on an aggregate, rather than a fund-by-fund basis; (2) the interest list will
not disclose portfolio holdings on a fund-by-fund basis;
(3) the interest list must not contain information about the number or value of
shares owned by a specified Morgan Stanley Fund;
(4) the interest list may identify the investment strategy, but not the
particular Morgan Stanley Funds, to which the list relates; and
(5) the interest list may not identify the portfolio manager or team members
responsible for managing the Morgan Stanley Funds.
The
Fund may discuss or otherwise disclose performance attribution analyses (i.e.,
mention the effects of having a particular security in
the portfolio(s)) where such discussion is not contemporaneously made public,
provided that the particular holding has been disclosed
publicly or the information that includes such holding(s) has been made
available to shareholders requesting such information.
Additionally, any discussion of the analyses may not be more current than the
date the holding was disclosed publicly or the
information that includes such holding(s) has been made available to
shareholders requesting such information.
Portfolio
holdings information may be provided to broker-dealers, prime brokers, futures
commission merchants, or similar providers in
connection with the Fund’s portfolio trading or operational processing
activities; such entities generally need access to such information
in the performance of their duties and responsibilities to fund service
providers and are subject to a duty of confidentiality,
including a duty not to trade on material non-public information, imposed by law
or contract. Portfolio holdings information
may also be provided to affiliates of Morgan Stanley Investment Management
(“MSIM”) pursuant to regulatory requirements
or for legitimate business purposes, which may include risk management, or may
be reported by the Fund’s counterparties
to certain global trade repositories pursuant to regulatory
requirements.
The
Adviser, the Sub-Adviser and/or the Fund currently have entered into ongoing
arrangements regarding the selective disclosure of complete
portfolio holdings information with the following parties:
|
| |
Name |
Frequency1
|
Lag
Time |
Service
Providers |
|
|
State
Street Bank and Trust Company |
Daily
basis |
Daily |
KellyCo
Marketing |
Monthly
basis and Quarterly basis |
Varying
lag times after the date of the information |
Commcise
Software Limited |
Monthly
basis |
Approximately
three business days |
Virtu
Financial, Inc. |
Monthly
basis |
Approximately
three business days |
R.R.
Donnelley & Sons Company |
Monthly
basis and Quarterly basis |
Varying
lag times after the date of the information |
Toppan
Merrill |
Semi-Annual
basis |
Approximately
15 business days after month end |
Fund
Rating Agencies |
|
|
Refinitiv
Lipper |
Monthly
basis |
Approximately
six business days after month end |
Portfolio
Analytics Providers |
|
|
Bloomberg
Finance, L.P. |
Daily
basis |
Daily |
FactSet
Research Systems, Inc. |
Daily
basis |
Daily |
BestX
Ltd. |
Daily
basis |
Daily |
Abel
Noser Solutions, LLC |
Daily
basis |
Daily |
MSCI
Inc. |
Daily
basis |
Daily |
1 |
Dissemination
of portfolio holdings information to entities listed above may occur less
frequently than indicated (or not at all). |
All
disclosures of non-public portfolio holdings information made to third parties
pursuant to the exemptions set forth in the Policy must
be reviewed and approved by the Adviser, which will also determine from
time-to-time whether such third parties should continue
to receive portfolio holdings information.
The
Adviser and/or Sub-Adviser shall report quarterly to the Board of Directors
(or a designated committee thereof) at the next regularly
scheduled meeting (i) any material information concerning all parties receiving
non-public portfolio holdings information pursuant
to an exemption; and (ii) any new non-disclosure agreements entered into during
the reporting period. Procedures to monitor
the use of such non-public portfolio holdings information may include requiring
annual certifications that the recipients have
utilized such information only pursuant to the terms of the agreement between
the recipient and the Adviser and, for those recipients
receiving information electronically, acceptance of the information will
constitute reaffirmation that the third party expressly
agrees to maintain the disclosed information in confidence and not to trade
portfolio securities based on the non-public information.
MANAGEMENT
OF THE FUND
Board
of Directors
General.
The Board of Directors of the Fund oversees the management of the Fund, but does
not itself manage the Fund. The Directors
review various services provided by or under the direction of the Adviser to
ensure that the Fund’s general investment policies
and programs are properly carried out. The Directors also conduct their review
to ensure that administrative services are provided
to the Fund in a satisfactory manner.
Under
state law, the duties of the Directors are generally characterized as a duty of
loyalty and a duty of care. The duty of loyalty requires
a Director to exercise his or her powers in the interest of the Fund and not the
Director’s own interest or the interest of another
person or organization. A Director satisfies his or her duty of care by acting
in good faith with the care of an ordinarily prudent
person and in a manner the Director reasonably believes to be in the best
interest of the Fund and its shareholders.
Directors
and Officers.
The Board of the Fund consists of ten Directors. These same individuals also
serve as directors or trustees for certain
of the funds advised by the Adviser and Morgan Stanley AIP GP LP. None of the
Directors have an affiliation or business connection
with the Adviser or any of its affiliated persons or own any stock or other
securities issued by the Adviser’s parent company,
Morgan Stanley. These are the “non-interested” or “Independent” Directors as
defined under the 1940 Act.
Board
Structure and Oversight Function.
The Board’s leadership structure features an Independent Director
serving as Chairperson
and the Board Committees described below. The Chairperson participates in the
preparation of the agenda for meetings of
the Board and the preparation of information to be presented to the Board with
respect to matters to be acted upon by the Board. The
Chairperson also presides at all meetings of the Board and is involved in
discussions regarding matters pertaining to the oversight of
the management of the Fund between meetings.
The
Board of Directors
operates using a system of committees to facilitate the timely and efficient
consideration of all matters of importance
to the Directors,
the Fund
and Fund
stockholders, and to facilitate compliance with legal and regulatory
requirements and
oversight of the Fund’s
activities and associated risks. The Board of Directors
has established six standing committees: (1) Audit Committee,
(2) Governance Committee, (3) Compliance and Insurance Committee, (4) Equity
Investment Committee, (5) Fixed Income,
Liquidity and Alternatives Investment Committee and (6) Risk Committee, which
are each comprised exclusively of Independent
Directors.
Each committee charter governs the scope of the committee’s responsibilities
with respect to the oversight of the
Fund. The responsibilities of each committee, including their oversight
responsibilities, are described further under the caption “Independent
Directors
and the Committees.”
The
Fund is subject to a number of risks, including investment, compliance,
operational and valuation risk, among others. The Board
of Directors
oversees these risks as part of its broader oversight of the Fund’s affairs
through various Board and committee activities.
The Board has adopted, and periodically reviews, policies and procedures
designed to address various risks to the Fund. In addition,
appropriate personnel, including but not limited to the Fund’s Chief Compliance
Officer, members of the Fund’s administration
and accounting teams, representatives from the Fund’s independent registered
public accounting firm, the Fund’s Treasurer,
portfolio management personnel, risk management personnel and independent
valuation and brokerage evaluation service providers,
make regular reports regarding the Fund’s activities and related risks to the
Board of Directors
and the committees, as appropriate.
These reports include, among others, quarterly performance reports, quarterly
risk reports and discussions with members of
the risk teams relating to each asset class. The Board’s committee
structure allows separate committees to focus on different aspects of
risk and the potential impact of these risks on some or all of the funds in the
complex and then report back to the full Board. In between
regular meetings, Fund officers also communicate with the Directors
regarding material exceptions and items relevant to the Board’s
risk oversight function. The Board recognizes that it is not possible to
identify all of the risks that may affect the Fund, and that
it is not possible to develop processes and controls to eliminate all of the
risks that may affect the Fund. Moreover, the Board recognizes
that it may be necessary for the Fund to bear certain risks (such as investment
risk) to achieve its investment objectives.
As
needed between meetings of the Board, the Board or a specific committee receives
and reviews reports relating to the Fund and engages
in discussions with appropriate parties relating to the Fund’s operations and
related risks.
Management
Information
Directors.
The Fund seeks as Directors individuals of distinction and experience in
business and finance, government service or academia.
In determining that a particular Director was and continues to be qualified to
serve as Director, the Board has considered a variety
of criteria, none of which, in isolation, was controlling. Based on a review of
the experience, qualifications, attributes or skills of
each Director, including those enumerated in the table below, the Board has
determined that each of the Directors is qualified to serve
as a Director of the Fund. In addition, the Board believes that, collectively,
the Directors have balanced and diverse experience, qualifications,
attributes and skills that allow the Board to operate effectively in governing
the Fund and protecting the interests of shareholders.
Information about the Fund’s Governance Committee and Board of Directors
nomination process is provided below under
the caption “Independent Directors and the Committees.”
The
Directors of the Fund, their birth years, addresses, positions held, length of
time served, their principal business occupations during
the past five years and other relevant professional experience, the number of
portfolios in the Fund Complex (described below)
overseen by each Independent Director and other directorships, if any, held by
the Directors, are shown below (as of January 1,
2024). The Fund Complex includes all open-end and closed-end funds (including
all of their portfolios) advised by the Adviser and
any registered funds that have an adviser that is an affiliate of the Adviser
(including, but not limited to, Morgan Stanley AIP GP LP)
(the “Morgan Stanley AIP Funds”).
|
|
|
|
| |
Name,
Address and Birth
Year of Independent
Director |
Position(s)
Held with Registrant |
Length
of Time Served* |
Principal
Occupation(s)
During Past
5 Years and Other
Relevant Professional
Experience |
Number
of Funds in
Fund Complex Overseen
by Independent
Director |
Other
Directorships Held by Independent
Director
During
Past 5 Years** |
Frank
L. Bowman c/o
Perkins Coie LLP Counsel
to the Independent
Directors 1155
Avenue of the Americas 22nd
Floor New
York, NY 10036 Birth
Year: 1944 |
Director |
Since
August 2006 |
President,
Strategic Decisions,
LLC (consulting)
(since February
2009); Director
or Trustee of various
Morgan Stanley Funds
(since August 2006);
Chairperson of the
Compliance and Insurance
Committee (since
October 2015); formerly,
Chairperson of
the Insurance Sub-Committee
of the Compliance
and Insurance
Committee (2007-2015);
served as President
and Chief Executive
Officer of the Nuclear
Energy Institute
(policy organization)
(February 2005-November
2008); retired
as Admiral, U.S. Navy
after serving over 38
years on active duty including
8 years as Director
of the Naval Nuclear
Propulsion Program
in the Department
of the Navy
and the U.S. Department
of Energy (1996-2004);
served as Chief
of Naval Personnel
(July 1994-September
1996) and on
the Joint Staff as Director
of Political Military
Affairs (June 1992-July
1994); knighted
as Honorary Knight
Commander of the
Most Excellent Order
of the British Empire;
awarded the Officier
de L’Ordre National
du Mérite
by the French Government;
elected to the
National Academy of
Engineering (2009). |
87 |
Director
of Naval and Nuclear Technologies
LLP; Director Emeritus
of the Armed Services
YMCA; Member of the
National Security Advisory Council
of the Center for U.S. Global
Engagement and a former
member of the CNA Military
Advisory Board; Chairman
of the Board of Trustees
of Fairhaven United Methodist
Church; Member of
the Board of Advisors of the Dolphin
Scholarship Foundation;
Director of other various
nonprofit organizations;
formerly, Director
of BP, plc (November
2010-May 2019). |
|
|
|
|
| |
Name,
Address and Birth
Year of Independent
Director |
Position(s)
Held with Registrant |
Length
of Time Served* |
Principal
Occupation(s)
During Past
5 Years and Other
Relevant Professional
Experience |
Number
of Funds in
Fund Complex Overseen
by Independent
Director |
Other
Directorships Held by Independent
Director During
Past 5 Years** |
Frances
L. Cashman c/o
Perkins Coie LLP Counsel
to the Independent
Directors 1155
Avenue of the Americas 22nd
Floor New
York, NY 10036 Birth
Year: 1961 |
Director |
Since
February
2022 |
Chief
Executive Officer,
Asset Management
Portfolio, Delinian
Ltd. (financial information)
(May 2021-Present);
Executive
Vice President
and various other
roles, Legg Mason
& Co. (asset management)
(2010-2020);
Managing Director,
Stifel Nicolaus
(2005-2010). |
88 |
Trustee
and Investment Committee
Member, Georgia Tech
Foundation (Since June 2019);
Formerly, Trustee and Chair
of Marketing Committee,
and Member of Investment
Committee, Loyola
Blakefield (2017-2023);
Trustee, MMI Gateway
Foundation (2017-2023);
Director and Investment
Committee Member,
Catholic Community
Foundation Board
(2012–2018); Director and
Investment Committee Member,
St. Ignatius Loyola Academy
(2011-2017). |
Kathleen
A. Dennis c/o
Perkins Coie LLP Counsel
to the Independent
Directors 1155
Avenue of the Americas 22nd
Floor New
York, NY 10036 Birth
Year: 1953 |
Director |
Since August 2006 |
Chairperson
of the Governance
Committee
(since January
2021), Chairperson
of the Liquidity
and Alternatives
Sub-Committee
of the Investment
Committee (2006-2020)
and Director
or Trustee of various
Morgan Stanley Funds
(since August 2006);
President, Cedarwood
Associates (mutual
fund and investment
management
consulting)
(since July 2006);
formerly, Senior Managing
Director of Victory
Capital Management
(1993-2006);
Senior Vice President,
Chase Bank (1984-1993). |
87 |
Board
Member, University of Albany
Foundation (2012-present);
Board Member, Mutual
Funds Directors Forum
(2014-present); Director
of various non-profit organizations. |
|
|
|
|
| |
Name,
Address and Birth
Year of Independent
Director |
Position(s)
Held with Registrant |
Length
of Time Served* |
Principal
Occupation(s)
During Past
5 Years and Other
Relevant Professional
Experience |
Number
of Funds in
Fund Complex Overseen
by Independent
Director |
Other
Directorships Held by Independent
Director During
Past 5 Years** |
Nancy
C. Everett c/o
Perkins Coie LLP Counsel
to the Independent
Directors 1155
Avenue of the Americas 22nd
Floor New
York, NY 10036 Birth
Year: 1955 |
Director |
Since January 2015 |
Chairperson
of the Equity
Investment Committee
(since January
2021); Director
or Trustee of various
Morgan Stanley Funds
(since January 2015);
Chief Executive Officer,
Virginia Commonwealth
University
Investment Company
(since November
2015); Owner,
OBIR, LLC (institutional
investment
management
consulting)
(since June 2014);
formerly, Managing
Director, BlackRock,
Inc. (February
2011-December
2013) and Chief
Executive Officer,
General Motors
Asset Management
(a/k/a Promark
Global Advisors,
Inc.) (June 2005-May
2010). |
88 |
Formerly,
Member of Virginia Commonwealth
University School
of Business Foundation
(2005-2016); Member
of Virginia Commonwealth
University Board
of Visitors (2013-2015);
Member of Committee
on Directors for Emerging
Markets Growth Fund,
Inc. (2007-2010); Chairperson
of Performance Equity
Management, LLC (2006-2010);
and Chairperson,
GMAM Absolute
Return Strategies Fund,
LLC (2006-2010). |
Eddie
A. Grier c/o
Perkins Coie LLP Counsel
to the Independent
Directors 1155
Avenue of the Americas 22nd
Floor New
York, NY 10036 Birth
Year: 1955 |
Director |
Since
February
2022 |
Dean,
Santa Clara University
Leavey School
of Business (since
July 2021); Dean,
Virginia Commonwealth
University
School of Business
(2010-2021); President
and various other
roles, Walt Disney
Company (entertainment
and media)
(1981-2010). |
88 |
Director,
Witt/Kieffer, Inc. (executive
search) (since 2016);
Director, NuStar GP, LLC
(energy) (since August 2021);
Director, Sonida Senior
Living, Inc. (residential community
operator) (2016-2021);
Director, NVR, Inc. (homebuilding)
(2013-2020); Director,
Middleburg Trust Company
(wealth management)
(2014-2019); Director,
Colonial Williamsburg
Company (2012-2021);
Regent, University
of Massachusetts Global
(since 2021); Director and
Chair, ChildFund International
(2012-2021); Trustee,
Brandman University (2010-2021);
Director, Richmond
Forum (2012-2019). |
|
|
|
|
| |
Name,
Address and Birth
Year of Independent
Director |
Position(s)
Held with Registrant |
Length
of Time Served* |
Principal
Occupation(s)
During Past
5 Years and Other
Relevant Professional
Experience |
Number
of Funds in
Fund Complex Overseen
by Independent
Director |
Other
Directorships Held by Independent
Director During
Past 5 Years** |
Jakki
L. Haussler c/o
Perkins Coie LLP Counsel
to the Independent
Directors 1155
Avenue of the Americas 22nd
Floor New
York, NY 10036 Birth
Year: 1957 |
Director |
Since January 2015 |
Chairperson
of the Audit
Committee (since
January 2023) and
Director or Trustee of
various Morgan Stanley
Funds (since January
2015); Chairman,
Opus Capital
Group (since 1996);
formerly, Chief Executive
Officer, Opus
Capital Group (1996-2019);
Director, Capvest
Venture Fund, LP
(May 2000-December
2011); Partner,
Adena Ventures,
LP (July 1999-December
2010); Director,
The Victory Funds
(February 2005-July
2008). |
88 |
Director,
Vertiv Holdings Co. (VRT)
(since August 2022); Director
of Cincinnati Bell Inc.
and Member, Audit Committee
and Chairman, Governance
and Nominating Committee
(2008-2021); Director
of Service Corporation
International and Member,
Audit Committee and
Investment Committee; Director,
Barnes Group Inc. (since
July 2021); Member of Chase
College of Law Center for
Law and Entrepreneurship Board
of Advisors; Director of Best
Transport (2005-2019); Director
of Chase College of Law
Board of Visitors; formerly,
Member, University of
Cincinnati Foundation Investment
Committee. |
Dr.
Manuel H. Johnson c/o
Johnson Smick International,
Inc. 220
I Street, NE Suite
200 Washington,
D.C. 20002 Birth
Year: 1949 |
Director |
Since July
1991 |
Senior
Partner, Johnson Smick
International, Inc.
(consulting firm); Chairperson
of the Fixed
Income, Liquidity
and Alternatives
Investment Committee
(since January
2021), Chairperson
of the Investment
Committee (2006-2020)
and Director
or Trustee of various
Morgan Stanley Funds
(since July 1991);
Co-Chairman and
a founder of the Group
of Seven Council
(G7C) (international
economic commission);
formerly, Chairperson
of the Audit
Committee (July 1991-September
2006); Vice
Chairman of the Board
of Governors of the
Federal Reserve System
and Assistant Secretary
of the U.S. Treasury. |
87 |
Director
of NVR, Inc. (home construction). |
|
|
|
|
| |
Name,
Address and Birth
Year of Independent
Director |
Position(s)
Held with Registrant |
Length
of Time Served* |
Principal
Occupation(s)
During Past
5 Years and Other
Relevant Professional
Experience |
Number
of Funds in
Fund Complex Overseen
by Independent
Director |
Other
Directorships Held by Independent
Director During
Past 5 Years** |
Michael
F. Klein c/o
Perkins Coie LLP Counsel
to the Independent
Directors 1155
Avenue of the Americas 22nd
Floor New
York, NY 10036 Birth
Year: 1958 |
Director |
Since August 2006 |
Chairperson
of the Risk Committee
(since January
2021); Managing
Director, Aetos
Alternatives Management,
LP (since March
2000); Co-President,
Aetos Alternatives
Management,
LP (since January
2004) and Co-Chief
Executive Officer of
Aetos Alternatives Management,
LP (since August
2013); Chairperson
of the Fixed
Income Sub-Committee
of the Investment
Committee (2006-2020)
and Director
or Trustee of various
Morgan Stanley Funds
(since August 2006);
formerly, Managing
Director, Morgan
Stanley & Co. Inc.
and Morgan Stanley
Dean Witter Investment
Management
and President,
various Morgan
Stanley Funds (June
1998-March 2000);
Principal, Morgan
Stanley & Co. Inc.
and Morgan Stanley
Dean Witter Investment
Management
(August 1997-December
1999). |
87 |
Director
of certain investment funds
managed or sponsored by
Aetos Alternatives Management,
LP; Director of Sanitized
AG and Sanitized Marketing
AG (specialty chemicals). |
|
|
|
|
| |
Name,
Address and Birth
Year of Independent
Director |
Position(s)
Held with Registrant |
Length
of Time Served* |
Principal
Occupation(s)
During Past
5 Years and Other
Relevant Professional
Experience |
Number
of Funds in
Fund Complex Overseen
by Independent
Director |
Other
Directorships Held by Independent
Director During
Past 5 Years** |
Patricia
A. Maleski c/o
Perkins Coie LLP Counsel
to the Independent
Directors 1155
Avenue of the Americas 22nd
Floor New
York, NY 10036 Birth
Year: 1960 |
Director |
Since January 2017 |
Director
or Trustee of various
Morgan Stanley Funds
(since January 2017);
Managing Director,
JPMorgan Asset
Management (2004-2016);
Oversight and
Control Head of Fiduciary
and Conflicts of
Interest Program (2015-2016);
Chief Control
Officer—Global
Asset Management
(2013-2015);
President, JPMorgan
Funds (2010-2013);
Chief Administrative
Officer (2004-2013);
various other
positions including
Treasurer and
Board Liaison (since
2001). |
88 |
Formerly,
Trustee (January 2022
to March 2023), Treasurer
(January 2023 to March
2023), and Finance Committee
(January 2022 to March
2023), Nutley Family Service
Bureau, Inc. |
W.
Allen Reed c/o
Perkins Coie LLP Counsel
to the Independent
Directors 1155
Avenue of the Americas 22nd
Floor New
York, NY 10036 Birth
Year: 1947 |
Chair
of the Board and Director |
Chair
of the Board since
August 2020 and Director
since August 2006 |
Chair
of the Boards of various
Morgan Stanley Funds
(since August 2020);
Director or Trustee
of various Morgan
Stanley Funds (since
August 2006); formerly,
Vice Chair of the
Boards of various Morgan
Stanley Funds (January
2020-August 2020);
President and Chief
Executive Officer of
General Motors Asset
Management; Chairman
and Chief Executive
Officer of the GM
Trust Bank and Corporate
Vice President
of General Motors
Corporation (August
1994-December
2005). |
87 |
Formerly,
Director of Legg Mason,
Inc. (2006-2019); and Director
of the Auburn University
Foundation (2010-2015). |
* |
This
is the earliest date the Director began
serving the Morgan Stanley Funds. Each Director serves
an indefinite term, until his or her successor is
elected. |
** |
This
includes any directorships at public companies and registered investment
companies held by the Director
at any time during the past five years. |
The
executive officers of the Fund,
their birth years, addresses, positions held, length of time served and their
principal business occupations
during the past five years are shown below (as of January
1, 2024).
|
|
| |
Name,
Address and Birth Year
of Executive Officer |
Position(s)
Held with Registrant |
Length
of Time Served* |
Principal
Occupation(s) During Past 5 Years |
John
H. Gernon 1585
Broadway New
York, NY 10036 Birth
Year: 1963 |
President
and Principal
Executive Officer |
Since
September 2013 |
President
and Principal Executive Officer of the Equity and Fixed Income Funds
and
the Morgan Stanley AIP Funds (since September 2013) and the Liquidity
Funds
and various money market funds (since May 2014) in the Fund Complex;
Managing
Director of the Adviser. |
|
|
| |
Name,
Address and Birth Year
of Executive Officer |
Position(s)
Held with Registrant |
Length
of Time Served* |
Principal
Occupation(s) During Past 5 Years |
Deidre
A. Downes 1633
Broadway New
York, NY 10019 Birth
Year: 1977 |
Chief
Compliance Officer |
Since
November 2021 |
Managing
Director of the Adviser (since January 2024) and Chief Compliance
officer
of various Morgan Stanley Funds (since November 2021). Formerly, Vice
President
and Corporate Counsel at PGIM and Prudential Financial (October
2016
– December 2020). |
Francis
J. Smith 750
7th Ave New
York, NY 10019 Birth
Year: 1965 |
Treasurer
and Principal
Financial Officer |
Treasurer
since July 2003
and Principal Financial
Officer since September
2002 |
Managing
Director of the Adviser and various entities affiliated with the Adviser;
Treasurer
(since July 2003) and Principal Financial Officer of various Morgan
Stanley
Funds (since September 2002). |
Mary
E. Mullin 1633
Broadway New
York, NY 10019 Birth
Year: 1967 |
Secretary
and Chief Legal
Officer |
Since
June 1999 |
Managing
Director (since 2018) and Chief Legal Officer (since 2016) of the
Adviser
and various entities affiliated with the Adviser; Secretary (since 1999)
and Chief
Legal Officer (since 2016) of various Morgan Stanley
Funds. |
Michael
J. Key 1585
Broadway New
York, NY 10036 Birth
Year: 1979 |
Vice
President |
Since
June 2017 |
Vice
President of the Equity and Fixed Income Funds, Liquidity Funds, various
money
market funds and the Morgan Stanley AIP Funds in the Fund Complex
(since
June 2017); Managing Director of the Adviser; Head of Product Development
for Equity and Fixed Income Funds (since August
2013). |
* |
This
is the earliest date the officer began serving the Morgan Stanley Funds.
Each officer serves a one-year term, until his or her successor is elected
and has qualified. |
In
addition, the following individuals who are officers of the Adviser or its
affiliates serve as assistant secretaries of the Fund: Nicholas Di
Lorenzo, Francesca Mead and Sydney A. Walker.
It
is a policy of the Fund’s Board that each Director shall invest in any
combination of the Morgan Stanley Funds that the Director determines
meets his or her own specific investment objectives, without requiring any
specific investment in any particular Fund.
For
each Director, the dollar range of equity securities beneficially owned by the
Director in the Fund and
in the Family of Investment
Companies (Family of Investment Companies includes all of the registered
investment companies advised by the Adviser and
Morgan Stanley AIP GP LP) for the calendar year ended December
31, 2023 is set forth in the table below.
|
| |
Name
of Director |
Dollar
Range of Equity
Securities in the
Fund (as
of December
31, 2023) |
Aggregate
Dollar Range
of Equity Securities
in All Registered
Investment
Companies
Overseen by
Director in Family
of Investment Companies (as
of December
31, 2023) |
Independent: |
Frank
L. Bowman |
None |
Over
$100,000 |
Frances
L. Cashman |
None |
Over
$100,000 |
Kathleen
A. Dennis |
None |
Over
100,000 |
Nancy
C. Everett |
None |
Over
100,000 |
Eddie
A. Grier |
None |
None |
Jakki
L. Haussler |
None |
Over
$100,000 |
Manuel
H. Johnson |
None |
Over
$100,000 |
Michael
F. Klein1
|
None |
Over
$100,000 |
Patricia
A. Maleski |
None |
Over
$100,000 |
W.
Allen Reed1
|
None |
Over
$100,000 |
1 |
Includes
the total amount of compensation deferred by the Director at his election
pursuant to a deferred compensation plan. Such deferred compensation is
placed
in a deferral account and deemed to be invested in one or more of the
Morgan Stanley Funds (or portfolio thereof) that are offered as investment
options under
the plan. |
As
to each Independent Director
and his or her immediate family members, no person owned beneficially or of
record securities of an investment
adviser or principal underwriter of the Fund,
or a person (other than a registered investment company) directly or
indirectly
controlling, controlled by or under common control with an investment adviser or
principal underwriter of the Fund.
Independent
Directors and the Committees.
Law and regulation establish both general guidelines and specific duties for the
Independent
Directors. The Board has six committees: (1) Audit Committee, (2) Governance
Committee, (3) Compliance and
Insurance
Committee, (4) Equity Investment Committee, (5) Fixed Income, Liquidity and
Alternatives Investment Committee and (6)
Risk Committee.
The
Independent Directors are charged with recommending to the full Board approval
of management, advisory and administration contracts,
Rule 12b-1 plans and distribution and underwriting agreements; continually
reviewing fund performance; checking on the pricing
of portfolio securities, brokerage commissions, transfer agent costs and
performance and trading among funds in the same complex;
and approving fidelity bond and related insurance coverage and allocations, as
well as other matters that arise from time to time.
The Independent Directors are required to select and nominate individuals to
fill any Independent Director vacancy on the board
of any fund that has a Rule 12b-1 plan of distribution.
The
Board of Directors has a separately-designated standing Audit Committee
established in accordance with Section 3(a)(58)(A) of the
Securities Exchange Act of 1934, as amended (the “1934 Act”). The Audit
Committee is charged with recommending to the full Board
the engagement or discharge of the Fund’s
independent registered public accounting firm; directing investigations into
matters within
the scope of the independent registered public accounting firm’s duties,
including the power to retain outside specialists; reviewing
with the independent registered public accounting firm the audit plan and
results of the auditing engagement; approving professional
services provided by the independent registered public accounting firm and other
accounting firms prior to the performance
of the services; reviewing the independence of the independent registered public
accounting firm; considering the range of
audit and non-audit fees; reviewing the adequacy of the Fund’s system of
internal controls; and reviewing the valuation process. The
Fund has adopted a formal, written Audit Committee Charter.
The
members of the Audit Committee of the Fund are Nancy C. Everett, Eddie A.
Grier, and Jakki L. Haussler. None of the members
of the Fund’s Audit Committee is an “interested person,” as defined under the
1940 Act, of the Fund (with such disinterested
Directors being “Independent Directors” or individually, an “Independent
Director”). Each Independent Director is also
“independent” from the Fund under the listing standards of the NYSE. The
Chairperson of the Audit Committee of the Fund is Jakki
L. Haussler.
The
Board of Directors of the Fund also has a Governance Committee. The Governance
Committee identifies individuals qualified to
serve as Independent Directors on the Fund’s Board and on committees of such
Board and recommends such qualified individuals for
nomination by the Fund’s Independent Directors as candidates for election as
Independent Directors, advises the Fund’s Board with
respect to Board composition, procedures and committees, develops and recommends
to the Fund’s Board a set of corporate governance
principles applicable to the Fund, monitors and makes recommendations on
corporate governance matters and policies and
procedures of the Fund’s Board of Directors and any Board committees and
oversees periodic evaluations of the Fund’s Board and
its committees. The members of the Governance Committee of the Fund are Kathleen
A. Dennis, Manuel H. Johnson, Michael F.
Klein, Patricia A. Maleski and W. Allen Reed, each of whom is an Independent
Director. In addition, W. Allen Reed (as Chair of the
Morgan Stanley Funds) periodically may attend other operating committee
meetings. The Chairperson of the Governance Committee
is Kathleen A. Dennis.
The
Fund does not have a separate nominating committee. While the Fund’s Governance
Committee recommends qualified candidates
for nominations as Independent Directors, the Board of Directors of the Fund
believes that the task of nominating prospective
Independent Directors is important enough to require the participation of all
current Independent Directors, rather than a
separate committee consisting of only certain Independent Directors.
Accordingly, all the Independent Directors participate in the selection
and nomination of candidates for election as Independent Directors for the Fund.
Persons recommended by the Fund’s Governance
Committee as candidates for nomination as Independent Directors shall possess
such experience, qualifications, attributes,
skills and diversity so as to enhance the Board’s ability to manage and direct
the affairs and business of the Fund, including,
when applicable, to enhance the ability of committees of the Board to fulfill
their duties and/or to satisfy any independence
requirements imposed by law, regulation or any listing requirements of the NYSE.
While the Independent Directors of the
Fund expect to be able to continue to identify from their own resources an ample
number of qualified candidates for the Fund’s Board
as they deem appropriate, they will consider nominations from shareholders to
the Board. Nominations from shareholders should
be in writing and sent to the Independent Directors as described below under the
caption “Shareholder Communications.”
The
Board formed the Compliance and Insurance Committee to address insurance
coverage and oversee the compliance function for the
Fund and the Board. The Compliance and Insurance Committee consists of Frank L.
Bowman, Kathleen A. Dennis and Patricia A.
Maleski, each of whom is an Independent Director. The Chairperson of the
Compliance and Insurance Committee is Frank L. Bowman.
The
Equity Investment Committee and the Fixed Income, Liquidity and Alternatives
Investment Committee oversee the Fund’s portfolio
investment process and review the performance of the Fund’s investments. The
Equity Investment Committee and the Fixed
Income, Liquidity and Alternatives Investment Committee also recommend to the
Board to approve or renew the Fund’s Investment
Advisory, Sub-Advisory and Administration Agreements. Each Investment Committee
focuses on the Fund’s primary areas
of investment, namely equities, fixed income, liquidity and alternatives.
Kathleen A. Dennis, Nancy C. Everett, Eddie A. Grier, Jakki
L. Haussler and Michael F. Klein are members of the Equity Investment Committee.
The Chairperson of the Equity
Investment
Committee is Nancy C. Everett. Frank L. Bowman, Frances L. Cashman, Manuel H.
Johnson, and Patricia A. Maleski are
members of the Fixed Income, Liquidity and Alternatives Investment Committee.
The Chairperson of the Fixed Income, Liquidity
and Alternatives Investment Committee is Manuel H. Johnson.
The
Risk Committee assists the Board in connection with the oversight of the Fund’s
risks, including investment risks, operational risks
and risks posed by the Fund’s service providers as well as the effectiveness of
the guidelines, policies and processes for monitoring
and mitigating such risks. The members of the Risk Committee of the Fund are
Frances L. Cashman, Manuel H. Johnson,
Michael F. Klein and W. Allen Reed, each of whom is an Independent Director. The
Chairperson of the Risk Committee is Michael F.
Klein.
During
the Fund’s fiscal year ended October
31, 2023, the Board of Directors held the following meetings:
| |
Board
of Directors/Committee |
Number
of Meetings |
Board
of Directors |
7 |
Audit
Committee |
5 |
Governance
Committee |
4 |
Compliance
and Insurance Committee |
4 |
Equity
Investment Committee |
5 |
Fixed
Income, Liquidity and Alternatives Investment Committee |
5 |
Risk
Committee |
4 |
Experience,
Qualifications and Attributes
The
Board has concluded, based on each Director’s
experience, qualifications and attributes that each Board member should serve as
a
Director.
Following is a brief summary of the information that led to and/or supports this
conclusion.
Mr.
Bowman has experience in a variety of business and financial matters through his
prior service as a Director or Trustee for various
funds in the Fund Complex, where he serves as Chairperson of the Compliance and
Insurance Committee (and formerly served
as Chairperson of the Insurance Sub-Committee of the Compliance and Insurance
Committee). Mr. Bowman also serves as a Director
of Naval and Nuclear Technologies LLP and Director Emeritus for the Armed
Services YMCA, and formerly served as a Director
of BP, plc. Mr. Bowman serves as a Chairman of the Board of Trustees of the
Fairhaven United Methodist Church. Mr. Bowman
is also a member of the National Security Advisory Council of the Center for
U.S. Global Engagement, a former member of the
CNA Military Advisory Board and a member of the Dolphin Scholarship Foundation
Advisory Board. Mr. Bowman retired as an Admiral
in the U.S. Navy after serving over 38 years on active duty including eight
years as Director of the Naval Nuclear Propulsion Program
in the Department of the Navy and the U.S. Department of Energy (1996-2004).
Additionally, Mr. Bowman served as the U.S.
Navy’s Chief of Naval Personnel (1994-1996) where he was responsible for the
planning and programming of all manpower, personnel,
training and education resources for the U.S. Navy, and on the Joint Staff as
Director of Political Military Affairs (1992-1994).
In addition, Mr. Bowman served as President and Chief Executive Officer of the
Nuclear Energy Institute. Mr. Bowman has received
such distinctions as a knighthood as Honorary Knight Commander of the Most
Excellent Order of the British Empire and the
Officier de l’Orde National du Mérite from the French Government, and was
elected to the National Academy of Engineering (2009).
He is President of the consulting firm Strategic Decisions, LLC.
With
more than 30 years of experience in the financial services industry, Ms. Cashman
possesses valuable insights and expertise regarding
governance, marketing, communications, and strategy. Ms. Cashman is Chief
Executive Officer of the Asset Management Portfolio
of Delinian Ltd. Prior to that, Ms. Cashman spent over 20 years at Legg Mason
& Co., ultimately serving as Executive Vice President
and Global Head of Marketing and Communications. She has gained valuable
experience as Director of two investment management
entities and as a distribution leader reporting to boards of other mutual funds.
In addition, Ms. Cashman also serves as Trustee
for the Georgia Tech Foundation.
Ms.
Dennis has over 25 years of business experience in the financial services
industry and related fields including serving as a Director or
Trustee of various other funds in the Fund Complex, where she serves as
Chairperson of the Governance Committee. Ms. Dennis possesses
a strong understanding of the regulatory framework under which investment
companies must operate based on her years of service
to this Board and her position as Senior Managing Director of Victory Capital
Management.
Ms.
Everett has over 35 years of experience in the financial services industry,
including roles with both registered investment companies
and registered investment advisers. Ms. Everett serves as the Chairperson of the
Equity Investment Committee. By serving on
the boards of other registered funds, such as GMAM Absolute Return Strategies
Fund, LLC and Emerging Markets Growth Fund,
Inc., Ms. Everett has acquired significant experience with financial,
accounting, investment and regulatory matters. Ms. Everett
is also a Chartered Financial Analyst.
During
the course of a career spanning more than 40 years in both academia and
industry, Mr. Grier has gained substantial experience
in management, operations, finance, marketing, and oversight. Mr. Grier is the
Dean of Santa Clara University’s Leavey
School
of Business. Prior to that, Mr. Grier was the Dean of the Virginia Commonwealth
University School of Business. Before joining
academia, Mr. Grier spent 29 years at the Walt Disney Company where he served in
various leadership roles, including as President
of the Disneyland Resort. Mr. Grier also gained substantial oversight experience
serving on the boards of Sonia Senior Living,
Inc. (formerly, Capital Senior Living Corporation), NVR, Inc., and Middleburg
Trust Company. In addition, Mr. Grier currently
serves as a Director of Witt/Kieffer, Inc., Director of NuStar GP, LLC, and
Regent of University of Massachusetts Global. Mr.
Grier is also a Certified Public Accountant.
With
more than 30 years of experience in the financial services industry, including
her years of entrepreneurial and managerial experience
in the development and growth of Opus Capital Group, Ms. Haussler brings a
valuable perspective to the Fund’s
Board, where
she serves as the Chairperson of the Audit Committee. Through her role at Opus
Capital and her service as a director of several venture
capital funds and other boards, Ms. Haussler has gained valuable experience
dealing with accounting principles and evaluating
financial results of large corporations. She is a certified public accountant
(inactive) and a licensed attorney in the State of Ohio
(inactive). The Board has determined that Ms. Haussler is an “audit committee
financial expert” as defined by the SEC.
In
addition to his tenure as a Director or Trustee of various other funds in the
Fund Complex, where he currently serves as the Chairperson
of the Fixed Income, Liquidity and Alternatives Investment Committee and
formerly served as Chairperson of the Audit Committee,
Dr. Johnson has also served as an officer or a board member of numerous
companies for over 20 years. These positions included
Co-Chairman and a founder of the Group of Seven Council, Director of NVR, Inc.,
Director of Evergreen Energy and Director
of Greenwich Capital Holdings. He also has served as Vice Chairman of the Board
of Governors of the Federal Reserve System
and Assistant Secretary of the U.S. Treasury. In addition, Dr. Johnson also
served as Chairman of the Financial Accounting Foundation,
which oversees the Financial Accounting Standards Board, for seven
years.
Through
his prior positions as a Managing Director of Morgan Stanley & Co. Inc. and
Morgan Stanley Dean Witter Investment Management
and as President and a Trustee of the Morgan Stanley Institutional Funds, Mr.
Klein has experience in the management and
operation of registered investment companies, enabling him to provide management
input and investment guidance to the Board.
Mr. Klein is the Chairperson of the Risk Committee. Mr. Klein also has extensive
experience in the investment management industry
based on his current positions as Managing Director and Co-Chief Executive and
Co-President of Aetos Alternatives Management,
LP and as a Director of certain investment funds managed or sponsored by Aetos
Alternatives Management, LP. In addition,
he also has experience as a member of the board of other funds in the Fund
Complex.
Ms.
Maleski has over 30 years of experience in the financial services industry and
extensive experience with registered investment companies.
Ms. Maleski began her career as a certified public accountant at Price
Waterhouse LLP (“PW”) and was a member of PW’s
Investment Company Practice. After a brief stint at the Bank of New York, Ms.
Maleski began her affiliation with the JPMorgan
Funds, at the Pierpont Group, and then with J.P. Morgan Investment Management
Inc. From 2001-2013, Ms. Maleski held
roles with increasing responsibilities, from Vice President and Board Liaison,
Treasurer and Principal Financial Officer, Chief Administrative
Officer and finally President and Principal Executive Officer for the JPMorgan
Fund complex. Between 2013 and 2016,
Ms. Maleski served as Global Head of Oversight and Control of JPMorgan Asset
Management and then as Head of JPMorgan Chase’s
Fiduciary and Conflicts of Interest Program. Ms. Maleski has extensive
experience in the management and operation of funds in
addition to regulatory and accounting and valuation matters.
Mr.
Reed has experience on investment company boards and is experienced with
financial, accounting, investment and regulatory matters
through his prior service as a Director of iShares Inc. and his service as Chair
of the Board and as Trustee or Director of other funds
in the Fund Complex. Mr. Reed also gained substantial experience in the
financial services industry through his prior positions as
a Director of Legg Mason, Inc. and as President and CEO of General Motors Asset
Management.
The
Directors’
principal occupations and other relevant professional experience during the past
five years or more are shown in the above
tables.
The
Board has adopted a policy that Board members are expected to retire no later
than the end of the year they reach the age of 78. The
Governance Committee has discretion to grant waivers from this retirement policy
under special circumstances, including for Board
members to continue serving in Chair or Chair-related roles beyond the
retirement age. Current Board members who reached the
age of 75 as of January 1, 2021, are grandfathered as exceptions to the
retirement policy and may continue to serve on the Board until
the end of the year in which they turn 80 years of age.
Advantages
of Having the Same Individuals as Directors for the Morgan Stanley
Funds.
The Independent Directors and the Fund’s
management believe that having the same Independent Directors for each of the
Morgan Stanley Funds avoids the duplication
of effort that would arise from having different groups of individuals serving
as Independent Directors for each of the funds
or even of sub-groups of funds. They believe that having the same individuals
serve as Independent Directors of all the Morgan Stanley
Funds tends to increase their knowledge and expertise regarding matters which
affect the Fund Complex generally and enhances
their ability to negotiate on behalf of each fund with the fund’s service
providers. This arrangement also precludes the possibility
of separate groups of Independent Directors arriving at conflicting decisions
regarding operations and management of the funds
and avoids the cost and confusion that would likely ensue. Finally, having the
same Independent Directors serve on all fund
boards
enhances the ability of each fund to obtain, at modest cost to each separate
fund, the services of Independent Directors of the caliber,
experience and business acumen of the individuals who serve as Independent
Directors of the Morgan Stanley Funds.
Director
and Officer Indemnification.
The Fund’s Articles of Incorporation provides that no Director, officer,
employee or agent of
the Fund is liable to the Fund or to a shareholder, nor is any Director,
officer, employee or agent liable to any third persons in connection
with the affairs of the Fund, except as such liability may arise from his/her or
its own bad faith, willful misfeasance, gross negligence
or reckless disregard of his/her or its duties. It also provides that all third
persons shall look solely to Fund property for satisfaction
of claims arising in connection with the affairs of the Fund. With the
exceptions stated, the Articles of Incorporation provides
that a Director, officer, employee or agent is entitled to be indemnified
against all liability in connection with the affairs of the
Fund.
Shareholder
Communications.
Shareholders may send communications to the Fund’s Board of Directors.
Shareholders should send communications
intended for the Fund’s Board by addressing the communications directly to the
Board (or individual Board members)
and/or otherwise clearly indicating in the salutation that the communication is
for the Board (or individual Board members)
and by sending the communication to either the Fund’s office or directly to such
Board member(s) at the address specified for
each Director previously noted. Other shareholder communications received by the
Fund not directly addressed and sent to the Board
will be reviewed and generally responded to by management, and will be forwarded
to the Board only at management’s discretion
based on the matters contained therein.
Compensation
Each
Director
(except for the Chair of the Boards) receives an annual retainer fee of $335,000
for serving as a Director
of the Morgan Stanley
Funds.
The
Audit Committee Chairperson receives an additional annual retainer fee of
$80,000, the Risk Committee Chairperson, the Equity
Investment Committee Chairperson, Fixed Income, Liquidity and Alternatives
Investment Committee Chairperson and Governance
Committee Chairperson each receive an additional annual retainer fee of $50,000
and the Compliance and Insurance Committee
Chairperson receives an additional annual retainer fee of $65,000. The aggregate
compensation paid to each Director
is paid
by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of
the operational funds of the Morgan Stanley Funds
based on the relative net assets of each of the funds.
The Chair of the Boards receives a total annual retainer fee of $630,000
for
his services and for administrative services provided to each
Board.
The
Fund
also reimburses such Directors
for travel and other out-of-pocket expenses incurred by them in connection with
attending such
meetings. Directors
of the Fund
who are employed by the Adviser receive no compensation or expense reimbursement
from the Fund
for their services as a Director.
Effective
April 1, 2004, the Fund
began a Deferred Compensation Plan (the “DC Plan”), which allows each
Director
to defer payment
of all, or a portion, of the fees he or she receives for serving on the Board of
Directors
throughout the year. Each eligible Director
generally may elect to have the deferred amounts credited with a return equal to
the total return on one or more of the Morgan
Stanley Funds that are offered as investment options under the DC Plan. At the
Director’s
election, distributions are either in
one lump sum payment, or in the form of equal annual installments over a period
of five years. The rights of an eligible Director
and
the beneficiaries to the amounts held under the DC Plan are unsecured and such
amounts are subject to the claims of the creditors
of the Fund.
Prior
to April 1, 2004, the Fund
maintained a similar Deferred Compensation Plan (the “Prior DC Plan”), which
also allowed each Independent
Director
to defer payment of all, or a portion, of the fees he or she received for
serving on the Board of Directors
throughout
the year. Generally, the DC Plan amends and supersedes the Prior DC Plan and all
amounts payable under the Prior DC Plan
are now subject to the terms of the DC Plan (except for amounts paid during the
calendar year 2004, which remain subject to the
terms of the Prior DC Plan).
The
following table shows aggregate compensation payable to each of the Fund’s
Directors
from the Fund
for the fiscal year ended October
31, 2023 and the aggregate compensation payable to each of the Fund’s
Directors
by the Fund Complex (which includes all of
the Morgan Stanley Funds) for the calendar year ended December
31, 2023.
|
| |
Compensation1
|
Name
of Independent Director: |
Aggregate
Compensation From
the Fund2
|
Total
Compensation From
Fund and Fund Complex
Paid to Director3
|
Frank
L. Bowman |
$199 |
$400,000 |
Frances
L. Cashman2,3
|
167 |
335,000 |
Kathleen
A. Dennis |
192 |
385,000 |
|
| |
Compensation1 |
Name
of Independent Director: |
Aggregate
Compensation From
the Fund2 |
Total
Compensation From
Fund and Fund Complex
Paid to Director3 |
Nancy
C. Everett |
191 |
385,000 |
Eddie
A. Grier |
167 |
335,000 |
Jakki
L. Haussler |
206 |
415,000 |
Manuel
H. Johnson |
192 |
385,000 |
Joseph
J. Kearns2,3,4
|
167 |
335,000 |
Michael
F. Klein2,3
|
192 |
385,000 |
Patricia
A. Maleski |
167 |
335,000 |
W.
Allen Reed3
|
313 |
630,000 |
1 |
Includes
all amounts paid for serving as director/trustee of the funds in the Fund
Complex, as well as serving as Chair of the Boards or a Chairperson of a
Committee. |
2 |
The
amounts shown in this column represent the aggregate compensation before
deferral with respect to the Fund’s fiscal year. The following Directors
deferred compensation
from the Fund during the fiscal year ended October 31, 2023: Ms. Cashman,
$83, Mr. Kearns, $80 and Mr. Klein, $192. |
3 |
The
amounts shown in this column represent the aggregate compensation paid by
all of the funds in the Fund Complex as of December
31, 2023 before deferral by
the Directors under the DC Plan. As of December
31, 2023, the value (including interest) of the deferral accounts across
the Fund Complex for Ms. Cashman and
Messrs. Kearns, Klein and Reed pursuant to the deferred compensation plan
was $173,673, $1,236,375, $3,928,291 and $4,422,691, respectively. Because
the
funds in the Fund Complex have different fiscal year ends, the amounts
shown in this column are presented on a calendar year
basis. |
4 |
Mr.
Kearns retired from the Board of Directors on December 31,
2023. |
Prior
to December 31, 2003, 49 of the Morgan Stanley Funds (the “Adopting Funds”),
including the Fund, had adopted a retirement
program under which an Independent Director who
retired after serving for at least five years as an Independent Director of
any such fund (an “Eligible Director”)
would have been entitled to retirement payments, based on factors such as length
of
service, upon reaching the eligible retirement age. On December 31, 2003, the
amount of accrued retirement benefits for each Eligible
Director was
frozen, and will be payable, together with a return of 8% per annum, at or
following each such Eligible Director’s
retirement as shown in the table below.
The
following table illustrates the retirement benefits accrued to the Fund’s
Independent Directors
by the Fund for the fiscal year ended
October
31, 2023 and by the Adopting Funds for the calendar year ended December
31, 2023, and the estimated retirement benefits
for the Independent Directors from
the Fund as of the fiscal year ended October
31, 2023 and from the Adopting Funds for each
calendar year following retirement. Only the Director listed
below participated in the retirement program.
|
|
|
| |
|
Retirement
Benefits Accrued as Fund Expenses |
Estimated
Annual Benefits Upon Retirement1
|
Name
of Independent Director: |
By
the Fund2
|
By
all Adopting Funds |
From
the Fund |
From
all Adopting Funds |
Manuel
H. Johnson |
$(433) |
$(19,083) |
$1,420 |
$55,816 |
1 |
Total
compensation accrued under the retirement plan, together with a return of
8% per annum, will be paid annually commencing upon retirement and
continuing
for the remainder of the Director’s life. |
2 |
Mr.
Johnson’s retirement expenses are negative due to the fact that his
retirement date has been extended and therefore his expenses have been
over-accrued. |
CONTROL
PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
The
percentage ownership of shares of the Fund changes from time to time depending
on purchases and redemptions by shareholders and
the total number of shares outstanding.
As
of February 1, 2024,
the aggregate number of shares of common stock of the Fund owned by the Fund’s
officers and Directors as a
group was less than 1% of any class of the Fund’s shares of common stock
outstanding.
The
following owned beneficially or of record 5% or more of the outstanding shares
of any class of the Fund as of February 1, 2024:
|
| |
CLASS
A |
Fund |
Name
and Address |
%
of Class |
Europe
Opportunity Fund |
Morgan
Stanley & Co* Harborside Financial
Center Plaza
II 3rd Floor Jersey
City NJ 07311 |
62.72% |
|
| |
Europe
Opportunity Fund |
National
Financial Services LLC For
Exclusive Benefit Of Our Cust ATTN
Mutual Funds Dept 4th Floor 499
Washington Blvd Jersey
City NJ 07310-1995 |
10.58% |
Europe
Opportunity Fund |
Charles
Schwab & Co Inc ATTN:
Mutual Funds 101
Montgomery Street San
Francisco CA 94104-4151 |
5.00% |
CLASS
L |
Fund |
Name
and Address |
%
of Class |
Europe
Opportunity Fund |
Morgan
Stanley & Co* Harborside Financial
Center Plaza
II 3rd Floor Jersey
City NJ 07311 |
78.23% |
Europe
Opportunity Fund |
Wells
Fargo Clearing Services LLC A/C
1699-0135 Special
Custody Acct For The Exclusive
Benefit Of Customer 2801
Market St Saint
Louis MO 63103-2523 |
6.66% |
CLASS
I |
Fund |
Name
and Address |
%
of Class |
Europe
Opportunity Fund |
Charles
Schwab & Co Inc Special
Custody Acct For The Exclusive
Benefit Of Customers ATTN
Mutual Funds 101
Montgomery St San
Francisco CA 94104-4151 |
42.38% |
Europe
Opportunity Fund |
Morgan
Stanley & Co* Harborside Financial
Center Plaza
II 3rd Floor Jersey
City NJ 07311 |
34.42% |
Europe
Opportunity Fund |
Pershing
LLC 1
Pershing Plaza Jersey
City NJ 07399-0002 |
9.84% |
Class
C |
Fund |
Name
and Address |
%
of Class |
Europe
Opportunity Fund |
Morgan
Stanley & Co* Harborside
Financial Center Plaza
II 3rd Floor Jersey
City NJ 07311 |
73.78% |
Europe
Opportunity Fund |
Charles
Schwab & Co Inc Special
Custody A/C FBO Customers ATTN
Mutual Funds 211
Main Street San
Francisco CA 94105-1901 |
7.57% |
Europe
Opportunity Fund |
Wells
Fargo Clearing Services LLC A/C
1699-0135 Special
Custody Acct For The Exclusive
Benefit of Customer 2801
Market Street Saint
Louis MO 63103-2523 |
5.70% |
Europe
Opportunity Fund |
National
Financial Services LLC For
Exclusive Benefit of Our Cust ATTN
Mutual Funds Dept 4th Floor 499
Washington Blvd Jersey
City NJ 07310-1995 |
5.36% |
* |
The
person(s) listed above as owning 25% or more of the outstanding shares of
the Fund may be presumed to “control” (as that term is defined in the 1940
Act) the
Fund. As a result, those persons would have the ability to vote a majority
of the shares of the Fund on any matter requiring the approval of
shareholders of the Fund. |
INVESTMENT
ADVISORY AND OTHER SERVICES
Adviser,
Sub-Adviser and Administrator
The
Adviser to the Fund is Morgan Stanley Investment Management Inc., a Delaware
corporation, whose address is 1585 Broadway, New
York, NY 10036. The Adviser is a wholly-owned subsidiary of Morgan Stanley, a
Delaware corporation traded on the NYSE under
the symbol “MS.” Morgan Stanley is a preeminent global financial services firm
engaged in securities trading and brokerage activities,
as well as providing investment banking, research and analysis, financing and
financial advisory services. As of December
31,
2023, the Adviser, together with its affiliated asset management companies, had
approximately $1.5
trillion in assets under management
or supervision.
The
Sub-Adviser is Morgan Stanley Investment Management Company, a wholly-owned
subsidiary of Morgan Stanley, whose address
is 23 Church Street, 16-01 Capital Square, Singapore 049481. The Adviser has
entered into a Sub-Advisory Agreement with the
Sub-Adviser. The Sub-Adviser provides the Fund with investment advisory services
subject to the overall supervision of the Adviser
and the Fund’s Officers and Directors. The Adviser pays the Sub-Adviser on a
monthly basis a portion of the net advisory fees
the Adviser receives from the Fund.
Pursuant
to an Investment Advisory Agreement (the “Investment Advisory Agreement”) with
the Adviser, the Fund has retained the Adviser
to manage and/or oversee the investment of the Fund’s assets, including the
placing of orders for the purchase and sale of portfolio
securities. The Fund pays the Adviser monthly compensation calculated daily by
applying the following annual rates to the net
assets of the Fund determined as of the close of each business day: 0.87% to the
portion of daily net assets not exceeding $500 million;
0.82% to the portion of daily net assets exceeding $500 million but not
exceeding $2 billion; 0.77% to the portion of daily net
assets exceeding $2 billion but not exceeding $3 billion; and 0.745% to the
portion of daily net assets exceeding $3 billion. The investment
advisory fee is allocated among the Classes pro rata based on the net assets of
the Fund attributable to each Class.
Administration
services are provided to the Fund by Morgan Stanley Investment Management Inc.,
a wholly-owned subsidiary of Morgan
Stanley, pursuant to a separate administration agreement (the “Administration
Agreement”) entered into by the Fund with the
Administrator. The Fund pays the Administrator monthly compensation which on an
annual basis equals 0.08% of average daily net
assets.
Morgan
Stanley Investment Management Inc., as the Adviser and the Administrator, has
agreed to reduce its advisory fee, its administration
fee and/or reimburse the Fund, if necessary, if such fees would cause the total
annual operating expenses of the Fund to
exceed 1.38% for Class A, 1.90% for Class L, 1.05% for Class I and 2.15% for
Class C. In determining the actual amount of fee waivers
and/or expense reimbursements for the Fund, if any, the Adviser and
Administrator exclude from total annual operating expenses,
acquired fund fees and expenses (as applicable), certain investment related
expenses, taxes, interest and other extraordinary expenses
(including litigation). The fee waivers and/or expense reimbursements will
continue for at least one year from the date of the Prospectus
or until such time as the Fund’s Board of Directors acts to discontinue all or a
portion of such waivers and/or reimbursements
when it deems such action is appropriate. The Adviser and Administrator may make
additional voluntary fee waivers and/or
expense reimbursements. The Adviser and Administrator may discontinue these
voluntary fee waivers and/or expense reimbursements
at any time in the future.
The
Fund may gain exposure to bitcoin and other assets by investing up to 25% of its
total assets in a wholly-owned subsidiary of the Fund
organized as a company under the laws of the Cayman Islands. The Subsidiary has
entered into a separate contract with the Adviser
whereby the Adviser provides investment advisory and other services to the
Subsidiary. In consideration of these services, the Subsidiary
will pay to the Manager at the end of each of the Subsidiary’s fiscal quarters,
an advisory fee calculated by applying a quarterly
rate, based on the annual percentage rate of 0.05%, to the average daily net
assets of the Subsidiary for the quarter. The Adviser
will waive or credit such amounts against the fees payable to the Adviser by the
Fund. The Adviser, with respect to the Subsidiary,
has entered into a separate contract with the Sub-Adviser whereby the
Sub-Adviser provides investment advisory services to
the Subsidiary. The Adviser pays the Sub-Adviser a portion of the net advisory
fees the Adviser receives from the Fund. The Sub-Adviser
will waive or credit such amounts against the fees payable to the Sub-Adviser by
the Adviser.
The
Fund and the Subsidiary have entered into contracts for the provision of custody
and audit services with service providers.
The
Subsidiary is managed pursuant to compliance policies and procedures that are
the same, in all material respects, as the policies and
procedures adopted by the Fund. As a result, the Adviser, in managing the
Subsidiary’s portfolio, is subject to the same investment
policies and restrictions that apply to the management of the Fund (as discussed
above, the Subsidiary may invest in cash settled
bitcoin futures or Bitcoin ETFs) and, in particular, to the requirements
relating to portfolio leverage, liquidity, brokerage and the
timing and method of valuation of the Subsidiary’s portfolio investments and
shares of the Subsidiary. Certain of these policies and
restrictions are described in detail in this SAI.
The
consolidated financial statements of the Subsidiary are included in the Annual
Report and Semi-Annual Report of the Fund provided
to shareholders.
The
following table reflects for the Fund (i) the advisory fee paid; and (ii) the
advisory fee waived and/or affiliated rebates for each of the
past three fiscal years ended October 31, 2021,
2022 and 2023:
|
|
|
|
|
|
|
| |
Advisory
Fees Paid (After
Fee Waivers and/or Affiliated
Rebates) |
Advisory
Fees Waived |
Affiliated
Rebates |
2021 |
2022 |
2023 |
2021 |
2022 |
2023 |
2021 |
2022 |
2023 |
$2,255,816 |
$1,723,761 |
$981,157 |
$55,650 |
$285,511 |
$259,218 |
$7,520 |
$4,715 |
$9,249 |
For
the fiscal years ended October 31, 2021,
2022 and 2023, the Fund paid compensation under its Administration Agreement as
follows
(no administration fees were waived):
|
| |
Compensation
Paid for the Fiscal Year Ended
October 31, |
2021 |
2022 |
2023 |
$213,240 |
$185,194 |
$114,908 |
Under
a Sub-Administration Agreement between the Administrator and State Street Bank
and Trust Company (“State Street”), State Street
provides certain administrative services to the Fund. For such services, the
Administrator pays State Street a portion of the fee the
Administrator receives from the Fund. The Administrator supervises and monitors
the administrative and accounting services provided
by State Street. Their services are also subject to the supervision of the
officers and Board of Directors
of the Fund. State Street’s
business address is One Congress Street, Boston, MA 02114-2016.
Principal
Underwriter
The
Fund’s principal underwriter is Morgan Stanley Distribution, Inc. (which
has the same address as the Adviser). In this capacity, the
Fund’s shares are distributed by the Distributor. The Distributor has entered
into a selected dealer agreement with Morgan Stanley
Smith Barney LLC and Morgan Stanley & Co. LLC, which through their own sales
organizations sell shares of the Fund. In addition,
the Distributor may enter into similar agreements with other selected
broker-dealers. The Distributor, a Delaware corporation,
is a wholly-owned subsidiary of Morgan Stanley.
The
Distributor bears all expenses it may incur in providing services under the
Distribution Agreement. These expenses include the payment
to Financial Intermediaries of any sales commissions, service fees and other
expenses for sales of the Fund’s shares incurred or
paid by Financial Intermediaries. The Distributor also pays certain expenses in
connection with the distribution of the Fund’s shares,
including the costs of preparing, printing and distributing advertising or
promotional materials, and the costs of printing and distributing
prospectuses and supplements thereto used in connection with the offering and
sale of the Fund’s shares. The Fund bears the
costs of initial typesetting, printing and distribution of prospectuses and
supplements thereto to shareholders. The Fund also bears
the costs of registering the Fund and its shares under federal and state
securities laws and pays filing fees in accordance with state
securities laws.
The
Fund and the Distributor have agreed to indemnify each other against certain
liabilities, including liabilities under the 1933 Act. Under
the Distribution Agreement, the Distributor uses its best efforts in rendering
services to the Fund, but in the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of its obligations, the
Distributor is not liable to the Fund or any of its shareholders
for any error of judgment or mistake of law or for any act or omission or for
any losses sustained by the Fund or its shareholders.
Services
Provided by the Adviser, Sub-Adviser and Administrator
The
Adviser supervises the investment of the Fund’s assets. The Adviser obtains and
evaluates the information and advice relating to the
economy, securities markets and specific securities as it considers necessary or
useful to continuously oversee the management of the
assets of the Fund in a manner consistent with its investment
objective.
Under
the terms of the Administration Agreement, the Administrator maintains certain
of the Fund’s books and records and furnishes,
at its own expense, the office space, facilities, equipment, clerical help and
bookkeeping as the Fund may reasonably require in
the conduct of its business. The Administrator also assists in the preparation
of prospectuses, proxy statements and reports required
to be filed with federal and state securities commissions (except insofar as the
participation or assistance of the independent registered
public accounting firms and attorneys is, in the opinion of the Administrator,
necessary or desirable). The Administrator also
bears the cost of telephone service, heat, light, power and other utilities
provided to the Fund.
Pursuant
to the Sub-Advisory Agreement, the Sub-Adviser has been retained, subject to the
overall supervision of the Adviser, to continuously
furnish investment advice concerning individual security selections, asset
allocations and overall economic trends with respect
to European issuers and issuers located elsewhere around the
world.
Expenses
not expressly assumed by the Adviser under the Investment Advisory Agreement,
the Sub-Adviser under the Sub-Advisory Agreement
or by the Administrator under the Administration Agreement or by the Distributor
will be paid by the Fund. These expenses
will be allocated among the four classes of shares pro rata based on the net
assets of the Fund attributable to each Class, except
as described below. Such expenses include, but are not limited to: expenses of
the Plans of Distribution and Shareholder Services
Plan pursuant to Rule 12b-1; charges and expenses of any registrar, custodian,
stock transfer and dividend disbursing agent; brokerage
commissions; taxes; registration costs of the Fund and its shares under federal
and state securities laws; the cost and expense of
printing, including typesetting, and distributing prospectuses of the Fund and
supplements thereto to the Fund’s shareholders; all expenses
of shareholders’ and Directors’ meetings and of preparing, printing and mailing
of proxy statements and reports to shareholders;
fees and travel expenses of Directors or members of any advisory board or
committee who are not employees of the Adviser
or Sub-Adviser or any corporate affiliate of the Adviser or Sub-Adviser; all
expenses incident to any dividend, withdrawal or redemption
options; charges and expenses of any outside service used for pricing of the
Fund’s shares; fees and expenses of legal counsel,
including counsel to the Directors who are not interested persons of the Fund or
of the Adviser or Sub-Adviser (not including
compensation or expenses of attorneys who are employees of the Adviser or
Sub-Adviser); fees and expenses of the Fund’s independent
registered public accounting firm; membership dues of industry associations;
interest on Fund borrowings; postage; insurance
premiums on property or personnel (including officers and Directors) of the Fund
which inure to its benefit; extraordinary expenses
(including, but not limited to, legal claims and liabilities and litigation
costs and any indemnification relating thereto); and all
other costs of the Fund’s operation. The 12b-1 fees relating to a particular
Class will be allocated directly to that Class. In addition,
sub-accounting and other expenses directly attributable to a particular Class
(except advisory or custodial fees) will be allocated
directly to such Class.
The
Investment Advisory Agreement provides that in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard
of its obligations thereunder, the Adviser is not liable to the Fund or any of
its investors for any act or omission by the Adviser
or for any losses sustained by the Fund or its investors.
The
Investment Advisory Agreement will remain in effect from year-to-year, provided
continuance of the Investment Advisory Agreement
is approved at least annually by the vote of the holders of a majority, as
defined in the 1940 Act, of the outstanding shares of
the Fund, or by the Directors; provided that in either event such continuance is
approved annually by the vote of a majority of the Independent
Directors.
The
Administration Agreement provides that in the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of its
obligations thereunder, the Administrator is not liable to the Fund or any of
its investors for any act or omission by the Administrator
or for any losses sustained by the Fund or its investors. The Administration
Agreement will continue unless terminated by
either party by written notice delivered to the other party within 30
days.
Dealer
Reallowances
Upon
notice to selected broker-dealers, the Distributor may reallow up to the full
applicable front-end sales charge during periods specified
in such notice. During periods when 90% or more of the sales charge is
reallowed, such selected broker-dealers may be deemed
to be underwriters as that term is defined in the 1933 Act.
Rule
12b-1 Plan
The
Fund has adopted an Amended and Restated Plan of Distribution, effective
February 25, 2013, pursuant to Rule 12b-1 under the
1940 Act (the “Plan”), pursuant to which each Class, other than Class I, pays
the Distributor compensation accrued daily and payable
monthly at the following maximum annual rates: 0.25%, 0.75% and 1.00% of the
average daily net assets of Class A, Class L and
Class C shares, respectively.
The
Distributor also receives the proceeds of front-end sales charges (“FSCs”) and
of contingent deferred sales charges (“CDSCs”) imposed
on certain redemptions of shares, which are separate and apart from payments
made pursuant to the Plan. The Distributor has
informed the Fund that it and/or Morgan Stanley & Co. LLC received the
proceeds of CDSCs and FSCs, for the last three fiscal years
ended October 31, as applicable, in approximate amounts as provided in the table
below.
|
|
|
|
|
| |
Class |
2023 |
2022 |
2021 |
Class
A |
FSCs:1 CDSCs: |
$13,342 $1,513 |
FSCs:1 CDSCs: |
$42,969 $69,805 |
FSCs:1 CDSCs: |
$101,516 $19,469 |
Class
C |
CDSCs: |
$1,901 |
CDSCs: |
$0 |
CDSCs: |
$0 |
1 |
FSCs
apply to Class A only. |
The
entire fee payable by Class A shares and a portion of the fees payable by each
of Class L and Class C shares each year pursuant to the
Plan up to 0.25% of such Class’ average daily net assets are currently each
characterized as a “service fee” under the Rules of the Financial
Industry Regulatory Authority (“FINRA”) (of which the Distributor is a member).
The “service fee” is a payment made for personal
service and/or the maintenance of shareholder accounts. The remaining portion of
the Plan fees payable by a Class, if any, is characterized
as an “asset-based sales charge” as such is defined by the Rules of
FINRA.
Under
the Plan and as required by Rule 12b-1, the Directors receive and review
promptly after the end of each calendar quarter a written
report provided by the Distributor of the amounts expended under the Plan and
the purpose for which such expenditures were
made. For the fiscal year ended October 31, 2023, Class A, Class L and
Class C shares of the Fund made payments under the Plan
amounting to $234,549, $10,248 and $22,742, respectively, which amounts are
equal to 0.25%, 0.75% and 1.00% of the average
daily net assets of Class A, Class L and Class C, respectively, for the
fiscal year.
The
Plan was adopted in order to permit the implementation of the Fund’s method of
distribution. Under this distribution method the
Fund offers four classes, each with a different distribution
arrangement.
With
respect to Class A shares of the Fund, the Distributor generally compensates
Financial Intermediaries from proceeds of the FSC,
commissions for the sale of Class A shares, currently a gross sales credit of up
to 4.75% of the amount sold and an annual residual
commission, currently a residual of up to 0.50% of the current value of the
respective accounts for which they are dealers of record
in all cases.
With
respect to Class C shares of the Fund, a commission or transaction fee
generally will be compensated by the Distributor at the time
of purchase directly out of the Distributor’s assets (and not out of the Fund’s
assets) to Financial Intermediaries who initiate and are
responsible for such purchases computed based on a percentage of the dollar
value of such shares sold of up to 1.00% on Class C shares.
Proceeds
from any CDSC and any distribution fees on Class C shares are paid to the
Distributor and are used by the Distributor to defray
its distribution related expenses in connection with the sale of the Fund’s
shares, such as the payment to Financial Intermediaries
for selling such shares. With respect to Class C shares, the Financial
Intermediaries generally receive from the Distributor
ongoing distribution fees of up to 1.00% of the average daily net assets of the
Fund’s Class C shares annually commencing
in the second year after purchase.
With
respect to Class L shares of the Fund, the Financial Intermediaries
generally receive from the Distributor ongoing distribution fees
of up to 0.75% of the average daily net assets of the Fund’s Class L shares
annually.
The
distribution fee that the Distributor receives from the Fund under the Plan, in
effect, offsets distribution expenses incurred under
the Plan on behalf of the Fund and, in the case of Class C shares,
opportunity costs, such as the gross sales credit and an assumed
interest charge thereon (“carrying charge”). These expenses may include the cost
of Fund-related educational and/or business-related
trips or payment of Fund-related educational and/or promotional expenses of
Financial Intermediaries.
The
Fund may reimburse expenses incurred or to be incurred in promoting the
distribution of the Fund’s Class A, Class L and Class C
shares and/or in servicing shareholder accounts. Reimbursement will be made
through payments at the end of each month. The amount
of each monthly payment may in no event exceed an amount equal to a payment at
the annual rate of 0.25% in the case of Class
A, 0.75%, in the case of Class L and 1.00%, in the case of Class C, of the
average daily net assets of the respective Class during the
month. No interest or other financing charges, if any, incurred on any
distribution expenses on behalf of Class A, Class L and Class
C shares will be reimbursable under the Plan.
Each
Class paid 100% of the amounts accrued under the Plan with respect to that Class
for the fiscal year ended October 31, 2023 to the
Distributor. It is estimated that the Distributor spent this amount in
approximately the following ways: (i) 0.00% ($0) —advertising
and promotional expenses; (ii) 0.00% ($0) — printing and mailing of prospectuses
for distribution to other than current
shareholders; and (iii) 0.00% ($0) — other expenses, including the gross sales
credit and the carrying charge, of which 0.00% ($0)
represents carrying charges, 0.00% ($0) represents commission credits for
payments of commissions to Financial Intermediaries and
0.00% ($0) represents overhead and other branch office distribution-related
expenses. The amounts accrued by Class A and a portion
of the amounts accrued by Class L under the Plan during the fiscal year ended
October 31, 2023 were service fees. The remainder
of the amounts accrued by Class L were for expenses, which relate to
compensation of sales personnel and associated overhead
expenses.
In
the case of Class A, Class L and Class C shares, expenses incurred pursuant to
the Plan in any calendar year in excess of 0.25%, 0.75%
or 1.00% of the average daily net assets of Class A, Class L and Class C shares,
respectively, will not be reimbursed by the Fund
through payments in any subsequent year, except that expenses representing a
gross sales commission credited to Financial Intermediaries
at the time of sale may be reimbursed in the subsequent calendar year. The
Distributor has advised the Fund that there
were no unreimbursed expenses representing a gross sales commission
credited to Financial Intermediaries in the case of Class A,
Class L or Class C shares at December 31, 2023 (the end of the calendar year).
No interest or other financing charges will be
incurred
on any Class A, Class L or Class C shares distribution expenses incurred by the
Distributor under the Plan or on any unreimbursed
expenses due to the Distributor pursuant to the Plan.
No
interested person of the Fund nor any Independent Director has any direct
financial interest in the operation of the Plan except to
the extent that the Distributor, the Adviser, Morgan Stanley Smith Barney LLC or
certain of their employees may be deemed to have
such an interest as a result of benefits derived from the successful operation
of the Plan or as a result of receiving a portion of the amounts
expended thereunder by the Fund.
On
an annual basis, the Directors, including a majority of the Independent
Directors, consider whether the Plan should be continued.
Prior to approving the last continuation of the Plan, the Directors requested
and received from the Distributor and reviewed
all the information which they deemed necessary to arrive at an informed
determination. In making their determination to continue
the Plan, the Directors considered: (1) the Fund’s experience under the Plan and
whether such experience indicates that the Plan
is operating as anticipated; (2) the benefits the Fund had obtained, was
obtaining and would be likely to obtain under the Plan, including
that: (a) the Plan is essential in order to give Fund investors a choice of
alternatives for payment of distribution and service charges
and to enable the Fund to continue to grow and avoid a pattern of net
redemptions which, in turn, are essential for effective investment
management; and (b) without the compensation to individual brokers and the
reimbursement of distribution and account maintenance
expenses of Financial Intermediaries made possible by the 12b-1 fees, Financial
Intermediaries could not establish and maintain
an effective system for distribution, servicing of Fund shareholders and
maintenance of shareholder accounts; and (3) what services
had been provided and were continuing to be provided under the Plan to the Fund
and its shareholders. Based upon their review,
the Directors, including each of the Independent Directors, determined that
continuation of the Plan would be in the best interest
of the Fund and would have a reasonable likelihood of continuing to benefit the
Fund and its shareholders.
The
Plan may not be amended to increase materially the amount to be spent for the
services described therein without approval by the
shareholders of the affected Class or Classes of the Fund, and all material
amendments to the Plan must also be approved by the Directors.
The Plan may be terminated at any time, without payment of any penalty, by vote
of a majority of the Independent Directors
or by a vote of a majority of the outstanding voting securities of the Fund (as
defined in the 1940 Act) on not more than 30
days’ written notice to any other party to the Plan. So long as the Plan is in
effect, the election and nomination of Independent Directors
shall be committed to the discretion of the Independent
Directors.
Other
Service Providers
Transfer
Agent/Dividend Disbursing Agent
SS&C
Global Investor Distribution Solutions, Inc. (“SS&C GIDS”), 333 W 11th
Street, Kansas City, MO 64105, is the transfer agent
for the Fund’s shares and the dividend disbursing agent for payment of dividends
and distributions on Fund shares.
Co-Transfer
Agent
Eaton
Vance Management is the co-transfer agent with respect to the Fund. Eaton Vance
Management is a registered transfer agent and
operates the Fund’s call center. In connection therewith, Eaton Vance Management
performs certain transfer agency services related
to processing and relaying purchase and redemption orders to SS&C GIDS, the
Fund’s transfer agent. The Fund will bear the costs
associated with Eaton Vance Management’s provision of these transfer agency
services.
Custodian
and Independent Registered Public Accounting Firm
State
Street Bank and Trust Company, One Congress Street, Boston, MA 02114, is the
custodian of the Fund’s assets. The Custodian
has contracted with various foreign banks and depositaries to hold portfolio
securities of non-U.S. issuers on behalf of the Fund.
Any of the Fund’s cash balances with the Custodian in excess of $250,000 are
unprotected by federal deposit insurance. These balances
may, at times, be substantial.
Ernst
& Young LLP, located at 200 Clarendon Street, Boston, MA 02116, serves as
the Fund’s independent registered public accounting
firm and provides audit and audit-related services, tax-related services and
assistance in connection with various SEC filings.
Securities
Lending
Pursuant
to an agreement between the Fund and State Street, the Fund
may lend its securities through State Street as securities lending
agent to certain qualified borrowers. As securities lending agent of the Fund,
State Street administers the Fund’s
securities lending
program. These services include arranging the loans of securities with approved
borrowers and their return to the Fund upon loan
termination, negotiating the terms of such loans, selecting the securities to be
loaned and monitoring dividend activity relating to
loaned securities. State Street also marks-to-market daily the value of loaned
securities and collateral and may require additional collateral
as necessary from borrowers. State Street may also, in its capacity as
securities lending agent, invest cash received as collateral
in pre-approved investments in accordance with the Securities Lending
Authorization Agreement. State Street maintains
records
of loans made and income derived therefrom and makes available such records that
the Fund deems necessary to monitor the securities
lending program.
For
the fiscal year ended October
31, 2023, the Fund earned income and incurred the following costs and expenses
as a result of its securities
lending activities:
|
|
|
|
|
|
|
| |
Gross Income1
|
Revenue Split2
|
Cash Collateral Management Fees3
|
Administrative Fees4
|
Indemnification Fees5
|
Rebates
to Borrowers |
Other Fees |
Total
Cost of
the Securities Lending Activities |
Net
Income from
the Securities Lending
Activities |
$48,364 |
$4,207 |
$0 |
$0 |
$0 |
$20,306 |
$0 |
$24,513 |
$23,851 |
1 |
Gross
income includes income from the reinvestment of cash
collateral. |
2 |
Revenue
split represents the share of revenue generated by the securities lending
program and paid to State Street. |
3 |
Cash
collateral management fees include fees deducted from a pooled cash
collateral reinvestment vehicle that are not included in the revenue
split. |
4 |
These
administrative fees are not included in the revenue
split. |
5 |
These
indemnification fees are not included in the revenue
split. |
Fund
Management
Other
Accounts Managed by the Portfolio Managers
Other
Accounts Managed by Portfolio Managers at October
31, 2023 (unless otherwise indicated):
|
|
|
|
|
| |
|
Registered
Investment Companies |
Other
Pooled Investment Vehicles |
Other
Accounts |
Portfolio
Managers |
Number
of Accounts |
Total
Assets in the Accounts |
Number
of Accounts |
Total
Assets in the Accounts |
Number
of Accounts |
Total
Assets in
the Accounts |
Kristian
Heugh |
7 |
6.8
billion |
24 |
29.3
billion |
331
|
2.7
billion1
|
Anil
Agarwal |
3 |
3.3
billion |
2 |
4.9
billion |
3 |
145.4
million |
1 |
Of
these other accounts, eight accounts with a total of approximately $91.1
million in assets had performance-based fees. |
Because
the portfolio managers may manage assets for other investment companies, pooled
investment vehicles and/or other accounts (including
institutional clients, pension plans and certain high net worth individuals),
there may be an incentive to favor one client over
another resulting in conflicts of interest. For instance, the Adviser and/or
Sub-Adviser may receive fees from certain accounts that
are higher than the fee it receives from the Fund, or it may receive a
performance-based fee on certain accounts. In those instances,
the portfolio managers may have an incentive to favor the higher and/or
performance-based fee accounts over the Fund. In addition,
a conflict of interest could exist to the extent the Adviser and/or Sub-Adviser
has proprietary investments in certain accounts,
where portfolio managers have personal investments in certain accounts or when
certain accounts are investment options in the
Adviser’s employee benefits and/or deferred compensation plans. The portfolio
managers may have an incentive to favor these accounts
over others. If the Adviser manages accounts that engage in short sales of
securities of the type in which the Fund invests, the
Adviser and/or Sub-Adviser could be seen as harming the performance of the Fund
for the benefit of the accounts engaging in short
sales if the short sales cause the market value of the securities to fall. The
Adviser and/or Sub-Adviser has adopted trade allocation
and other policies and procedures that it believes are reasonably designed to
address these and other conflicts of interest.
Portfolio
Manager Compensation Structure
Morgan
Stanley’s compensation structure is based on a total reward system of base
salary and incentive compensation, which is paid either
in the form of cash bonus, or for employees meeting the specified deferred
compensation eligibility threshold, partially as a cash
bonus and partially as mandatory deferred compensation. Deferred compensation
granted to Investment Management employees
are generally granted as a mix of deferred cash awards under the Investment
Management Alignment Plan (IMAP) and equity-based
awards in the form of stock units. The portion of incentive compensation granted
in the form of a deferred compensation
award and the terms of such awards are determined annually by the Compensation,
Management Development and Succession
Committee of the Morgan Stanley Board of Directors.
Base
salary compensation.
Generally, portfolio managers receive base salary compensation based on the
level of their position with the Adviser.
Incentive
compensation. In
addition to base compensation, portfolio managers may receive discretionary
year-end compensation.
Incentive
compensation may include:
■ |
A
mandatory program that defers a portion of incentive compensation into
restricted stock units or other awards based on Morgan
Stanley common stock or other plans that are subject to vesting and other
conditions. |
■ |
IMAP
is a cash-based deferred compensation plan designed to increase the
alignment of participants’ interests with the interests
of the Advisor’s clients. For eligible employees, a portion of their
deferred compensation is mandatorily deferred into
IMAP on an annual basis. Awards granted under IMAP are notionally invested
in referenced funds available pursuant to
the plan, which are funds advised by MSIM and its affiliates that are
investment advisers. Portfolio managers are required
to notionally invest a minimum of 40% of their account balance in
the designated funds that they manage and are included
in the IMAP notional investment fund
menu. |
■ |
Deferred
compensation awards are typically subject to vesting over a multi-year
period and are subject to cancellation through
the payment date for competition, cause (i.e., any act or omission that
constitutes a breach of obligation to the Company,
including failure to comply with internal compliance, ethics or risk
management standards, and failure or refusal
to perform duties satisfactorily, including supervisory and management
duties), disclosure of proprietary information,
and solicitation of employees or clients. Awards are also subject to
clawback through the payment date if an employee’s
act or omission (including with respect to direct supervisory
responsibilities) causes a restatement of the Firm’s consolidated
financial results, constitutes a violation of the Firm’s global risk
management principles, policies and standards,
or causes a loss of revenue associated with a position on which the
employee was paid and the employee operated
outside of internal control policies. |
MSIM
compensates employees based on principles of pay-for-performance, market
competitiveness and risk management. Eligibility for,
and the amount of any, discretionary compensation is subject to a
multi-dimensional process. Specifically, consideration is given to
one or more of the following factors, which can vary by portfolio management
team and circumstances:
■ |
Revenue
and profitability of the business and/or each fund/account managed by the
portfolio manager |
■ |
Revenue
and profitability of the Firm |
■ |
Return
on equity and risk factors of both the business units and Morgan
Stanley |
■ |
Assets
managed by the portfolio manager |
■ |
External
market conditions |
■ |
New
business development and business
sustainability |
■ |
Contribution
to client objectives |
■ |
Team,
product and/or MSIM performance |
■ |
The
pre-tax investment performance of the funds/accounts managed by the
portfolio manager (which may, in certain cases, be measured
against the applicable benchmark(s) and/or peer group(s) over one-, three-
and five-year periods) |
■ |
Individual
contribution and performance |
Further,
the Firm’s Global Incentive Compensation Discretion Policy requires compensation
managers to consider only legitimate, business
related factors when exercising discretion in determining variable incentive
compensation, including adherence to Morgan Stanley’s
core values, conduct, disciplinary actions in the current performance year, risk
management and risk outcomes.
Securities
Ownership of Portfolio Managers
As
of October
31, 2023 (unless otherwise noted), the dollar range of Fund shares beneficially
owned (or held notionally through IMAP)
by the portfolio managers in the Fund is shown below:
| |
Kristian
Heugh |
Over
$1 million |
Anil
Agarwal |
$400,000-$500,000 |
Codes
of Ethics
The
Fund, the Adviser, the Sub-Adviser and the Distributor have each adopted a Code
of Ethics pursuant to Rule 17j-1 under the 1940
Act. The Codes of Ethics are designed to detect and prevent improper personal
trading. The Codes of Ethics permit personnel subject
to the Codes of Ethics to invest in securities, including securities that may be
purchased, sold or held by the Fund, subject to a
number of restrictions and controls, including prohibitions against purchases of
securities in an initial public offering and a preclearance
requirement with respect to personal securities transactions.
Proxy
Voting Policy and Proxy Voting Record
The
Board of Directors believes that the voting of proxies on securities held by the
Fund is an important element of the overall investment
process. As such, the Directors have delegated the responsibility to vote such
proxies to the Adviser.
A
copy of the Adviser’s Proxy Voting Policy (“Proxy Policy”) is attached hereto as
Appendix A. In addition, a copy of the Proxy Policy,
as well as the Fund’s most recent proxy voting record for the 12-month period
ended June 30, as filed with the SEC, are available
without charge on our web site at www.morganstanley.com/im. The Fund’s proxy
voting record is also available without charge
on the SEC’s web site at www.sec.gov.
Revenue
Sharing
The
Adviser and/or the Distributor may pay compensation, out of their own funds and
not as an expense of the Fund, to certain Financial
Intermediaries, including recordkeepers and administrators of various deferred
compensation plans, in connection with the sale,
distribution, marketing and retention of Fund shares and/or shareholder
servicing. For example, the Adviser or the Distributor may
pay additional compensation to a Financial Intermediary for, among other things,
promoting the sale and distribution of Fund shares,
providing access to various programs, mutual fund platforms or preferred or
recommended mutual fund lists that may be offered
by a Financial Intermediary, granting the Distributor access to a Financial
Intermediary’s financial advisors and consultants, providing
assistance in the ongoing education and training of a Financial Intermediary’s
financial personnel, furnishing marketing support,
maintaining share balances and/or for sub-accounting, recordkeeping,
administrative, shareholder or transaction processing services.
Such payments are in addition to any distribution fees, shareholder servicing
fees and/or transfer agency fees that may be payable
by the Fund. The additional payments may be based on various factors, including
level of sales (based on gross or net sales or some
specified minimum sales or some other similar criteria related to sales of the
Fund and/or some or all other Morgan Stanley Funds),
amount of assets invested by the Financial Intermediary’s customers (which could
include current or aged assets of the Fund and/or
some or all other Morgan Stanley Funds), the Fund’s advisory fees, some other
agreed upon amount or other measures as determined
from time to time by the Adviser and/or Distributor. The amount of these
payments may be different for different Financial
Intermediaries.
With
respect to Affiliated Entities, these payments, which are paid in accordance
with the applicable compensation structure, may include
an ongoing annual fee in an amount up to 0.10% of the total average NAV in
respect of the applicable period of shares of the Fund
held in the applicable accounts.
The
prospect of receiving, or the receipt of, additional compensation, as described
above, by Affiliated Entities or other Intermediaries
may provide Affiliated Entities and such Intermediaries, and/or their financial
advisers or other salespersons with an incentive
to favor sales of shares of the Fund over other investment options with respect
to which an Affiliated Entity or an Intermediary
does not receive additional compensation (or receives lower levels of additional
compensation). These payment arrangements,
however, will not change the price that an investor pays for shares of
the
Fund or the amount that the
Fund receives to invest
on behalf of an investor. Investors may wish to take such payment arrangements
into account when considering and evaluating any
recommendations relating to Fund shares and should review carefully any
disclosure provided by an Affiliated Entity or Intermediary
as to its compensation.
With
respect to Morgan Stanley Smith Barney LLC, these payments may include the
following amounts, which are paid in accordance
with the applicable compensation structure:
(1)
the Adviser may, from time-to-time, pay fees in consideration of its
participation at various Morgan Stanley Smith Barney LLC events,
including seminars, conferences and meetings;
(2)
an ongoing annual fee in an amount of $575,000
in consideration of Morgan Stanley Smith Barney LLC providing Adviser with
access
to distribution analytical data in relation to sales of the Fund and certain
other products managed and/or sponsored by the Adviser
or its affiliates;
(3)
on Class I, Class A, Class L and Class C shares of the
Fund held in Morgan Stanley Smith Barney LLC brokerage and advisory accounts,
an ongoing annual fee in an amount up to 0.10% of the total average daily NAV of
such shares for the applicable quarterly period;
(4)
on Class I shares of the Fund held in Morgan Stanley Smith Barney LLC
brokerage and advisory accounts as of June 30, 2014, where
each such account holds $5 million or more in Class I shares of the Fund,
or had $4 million or more in assets (but less than $5 million)
as of June 30, 2014 and reached $5 million by December 31, 2014, an
ongoing annual fee in an amount equal to 35% of the
advisory fee the Adviser receives from the Fund based on the average daily NAV
of such shares for the applicable quarterly period;
(5)
on Class A and Class I shares of the Fund held in an account through
certain 401(k) platforms in Morgan Stanley Smith Barney LLC’s
Corporate Retirement Solutions, an ongoing annual fee in an amount up to 0.20%
of the total average daily NAV of such shares
for the applicable quarterly period; and
(6)
on purchases of $1 million or more of Class A shares (for which no initial
sales charge was paid), Morgan Stanley Smith Barney LLC
may, at the discretion of the Distributor, receive a gross sales credit of up to
1.00% of the amount sold.*
*
Commissions or transaction fees paid when Morgan Stanley Smith Barney LLC or
other Financial Intermediaries initiate and are responsible
for purchases of $1 million or more are computed on a percentage of the dollar
value of such shares sold as follows: 1.00%
on sales of $1 million to $4 million, then 0.50% on sales over $4 million to $15
million and then 0.25% on the excess over $15
million. Purchases of Class A shares for which no initial sales charge is paid
are subject to a CDSC of 1.00% if the redemption of such
shares occurs within 12 months after purchase. The full amount of such CDSC will
be retained by the Distributor.
With
respect to Morgan Stanley & Co. LLC, these payments may include the
following amounts, which are paid in accordance with the
applicable compensation structure:
(1)
on shares of the Fund, a fee in an amount up to 20% of the advisory fee the
Adviser receives from the Fund attributable to such shares
for the applicable period, not to exceed one year.
The
prospect of receiving, or the receipt of, additional compensation, as described
above, by Financial Intermediaries may provide such
Financial Intermediaries and their financial advisors and other salespersons
with an incentive to favor sales of shares of the Fund over
other investment options with respect to which these Financial Intermediaries do
not receive additional compensation (or receives
lower levels of additional compensation). These payment arrangements, however,
will not change the price that an investor pays
for shares of the Fund or the amount that the Fund receives to invest on behalf
of an investor. Investors may wish to take such payment
arrangements into account when considering and evaluating any recommendations
relating to Fund shares and should review
carefully any disclosure provided by Financial Intermediaries as to their
compensation.
Other
Payments to Intermediaries
The
Adviser and/or the Distributor may also make payments, out of their own assets
and not as an expense to the
Fund, to Intermediaries
to offset certain nominal expenses of Intermediaries related to setup,
connectivity or other technological maintenance of
the Intermediary’s investment platform and/or the provision of services with
respect to the
Fund or share class on an Intermediary’s
investment platform. Investors may wish to take such payment arrangements into
account when considering an investment
in Fund shares.
BROKERAGE
ALLOCATION AND OTHER PRACTICES
Brokerage
Transactions
Subject
to the general supervision of the Directors, the Adviser and/or Sub-Adviser is
responsible for decisions to buy and sell securities
for the Fund, the selection of brokers and dealers to effect the transactions,
and the negotiation of brokerage commissions, if
any. Purchases and sales of securities on a stock exchange are effected through
brokers who charge a commission for their services. In
the OTC market, securities are generally traded on a “net” basis with dealers
acting as principal for their own accounts without a stated
commission, although the price of the security usually includes a profit to the
dealer. The Fund also expects that securities will be
purchased at times in underwritten offerings where the price includes a fixed
amount of compensation, generally referred to as the underwriter’s
concession or discount. Options and futures transactions will usually be
effected through a broker and a commission will
be charged. On occasion, the Fund may also purchase certain money market
instruments directly from an issuer, in which case no
commissions or discounts are paid.
Pursuant
to an order issued by the SEC, the Fund is permitted to engage in principal
transactions in money market instruments, subject
to certain conditions, with Morgan Stanley & Co. LLC, a broker-dealer
affiliated with the Fund’s Adviser.
During
the fiscal years ended October 31, 2021,
2022 and 2023, the Fund did not effect any principal transactions with Morgan
Stanley
& Co. LLC.
Commissions
Brokerage
transactions in securities listed on exchanges or admitted to unlisted trading
privileges may be effected through Morgan Stanley
& Co. LLC and other affiliated brokers and dealers. In order for an
affiliated broker or dealer to effect any portfolio transactions
on an exchange for the Fund, the commissions, fees or other remuneration
received by the affiliated broker or dealer must
be reasonable and fair compared to the commissions, fees or other remuneration
paid to other brokers in connection with comparable
transactions involving similar securities being purchased or sold on an exchange
during a comparable period of time. This standard
would allow the affiliated broker or dealer to receive no more than the
remuneration which would be expected to be received
by an unaffiliated broker in a commensurate arm’s-length transaction.
Furthermore, the Directors, including the Independent
Directors, have adopted procedures which are reasonably designed to provide that
any commissions, fees or other remuneration
paid to an affiliated broker or dealer are consistent with the foregoing
standard. The Fund does not reduce the management
fee it pays to the Adviser by any amount of the brokerage commissions it may pay
to an affiliated broker or dealer.
During
the fiscal years ended October 31, 2021,
2022 and 2023, the Fund paid a total of $72,281, $51,997 and $51,234
respectively,
in brokerage commissions.
During
the fiscal years ended October 31, 2021,
2022 and 2023, the Fund paid a total of $0, $0 and $11 in brokerage
commissions to
Morgan Stanley & Co. LLC and/or its affiliated broker-dealers. During the
fiscal year ended October 31, 2023, the brokerage commissions
paid to Morgan Stanley & Co. LLC and/or its affiliated broker-dealers
represented approximately 0.02% of the total brokerage
commissions paid by the Fund during the period and were paid on account of
transactions having an aggregate dollar value equal
to approximately 0.04% of the aggregate dollar value of all portfolio
transactions of the Fund during the period for which commissions
were paid.
Brokerage
Selection
The
Adviser and/or Sub-Adviser is responsible for decisions to buy and sell
securities for the Fund, for broker-dealer selection and for negotiation
of commission rates. The Adviser and/or Sub-Adviser is prohibited from directing
brokerage transactions on the basis of the
referral of clients or the sale of shares of advised investment companies.
Purchases and sales of securities on a stock exchange are effected
through brokers who charge a commission for their services. In the OTC market,
securities may be traded as agency transactions
through broker-dealers or traded on a “net” basis with dealers acting as
principal for their own accounts without a stated commission,
although the price of the security usually includes profit to the dealer. In
underwritten offerings, securities are purchased at
a fixed price which includes an amount of compensation to the underwriter,
generally referred to as the underwriter’s concession or discount.
When securities are purchased or sold directly from or to an issuer, no
commissions or discounts are paid.
On
occasion, the Fund may purchase certain money market instruments directly from
an issuer without payment of a commission or concession.
Money market instruments are generally traded on a “net” basis with dealers
acting as principal for their own accounts without
a stated commission, although the price of the security usually includes a
profit to the dealer.
The
Fund anticipates that certain of its transactions involving foreign securities
will be effected on foreign securities exchanges. There is
also generally less government supervision and regulation of foreign securities
exchanges and brokers than in the United States.
The
Adviser and/or Sub-Adviser selects broker-dealers for the execution of
transactions for the Fund in accordance with their duty to seek
“best execution” (i.e., the most favorable terms of execution). In seeking best
execution, the Adviser is not obligated to choose the
broker-dealer offering the lowest available commission rate if, in the Adviser’s
reasonable judgment, (i) the total costs or proceeds from
the transaction might be less favorable than may be obtained elsewhere; (ii) a
higher commission is justified by the brokerage and
research services provided by the broker-dealer that fall within the safe harbor
of Section 28(e) of the 1934 Act or otherwise is permitted
under applicable law; or (iii) other considerations, such as the order size, the
time required for execution, the depth and breadth
of the market for the security or minimum credit quality requirements to
transact business with a particular broker-dealer. The
research services received include services which aid the Adviser in fulfilling
their investment decision-making responsibilities, including
(a) furnishing advice as to the value of securities, the advisability of
investing in, purchasing or selling securities, and the availability
of securities or purchasers or sellers of securities; and (b) furnishing
analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy, and the performance of
accounts.
When
effecting transactions on behalf of the Fund, the Adviser and/or Sub-Adviser may
trade with any broker-dealer on their list of approved
broker-dealers. Approved broker-dealers have met criteria as established by the
Adviser’s Trading and Research Governance team
(“TRG”). TRG reviews and approves broker-dealers periodically to determine
whether broker-dealers on the approved list continue
to meet such criteria. The approval lists are reported quarterly to the
Adviser’s Counterparty Governance Committee (“CGC”).
When selecting an approved broker-dealer (including an affiliate) to execute
securities transactions, the following factors may
be considered: (i) best available price; (ii) reliability, integrity and
reputation in the industry (which may include a review of financial
information and creditworthiness); (iii) execution capabilities, including block
positioning, speed of execution and quality and
responsiveness of its trading desk; (iv) knowledge of and access to the markets
for the securities being traded; (v) potential ability to
obtain price improvement; (vi) ability to maintain confidentiality; (vii)
ability to handle non-traditional trades; (viii) commission and
commission-equivalent rates; (ix) technology infrastructure; (x) clearance and
settlement capabilities; (xi) the size of the trade relative
to other trades in the same instrument; (xii) ability of a counterparty to
commit its capital to the Fund’s trade and its access to
liquidity; (xiii) counterparty restrictions associated with a portfolio,
including regulatory trading, documentation requirement or any
specific clearing broker-dealer requirements; (xiv) client-directed execution;
(xv) client-specific restrictions; and (xvi) such other factors
as may be appropriate.
Subject
to the duty to seek best execution, the Adviser uses a portion of the
commissions generated when executing client transactions to
acquire brokerage and research services that aid in fulfilling investment
decision-making responsibilities in accordance with Section 28(e)
and applicable law. Commissions paid to broker-dealers providing brokerage and
research services may be higher than those charged
by other broker-dealers. Subject to applicable law, the Adviser receives a
benefit when using client commissions to obtain brokerage
and research services because the Adviser does not have to produce or pay for
the brokerage research services itself. Therefore,
the Adviser has an incentive to select or recommend a broker-dealer based on its
interest in receiving brokerage and research
services, rather than solely on its clients’ interest in obtaining the best
price.
The
Adviser and/or Sub-Adviser has adopted policies and procedures designed to help
track and evaluate the benefits received from brokerage
and research services, as well as to track how much clients pay above the amount
that broker-dealers from which the Adviser
receives brokerage and research services may have charged solely for execution
of such trades. The Adviser utilizes a voting system
to assist in making a good faith determination of the value of brokerage and
research services it receives in accordance with Section
28(e) and applicable law. In many cases, these involve subjective judgments or
approximations. The Adviser has established a process
for budgeting research costs and allocating such costs across client
accounts.
The
Adviser and certain other affiliated advisers have entered into commission
sharing arrangements (“CSAs”) with executing brokers (“CSA
Partners”) and a third-party vendor (“CSA Aggregator”). Pursuant to these
arrangements, and under the Adviser’s supervision,
the
CSA Partners and CSA Aggregator track execution and research commissions
separately and pool and distribute research credits in
accordance with the policies and procedures discussed above to approved research
providers (which may include executing brokerage
firms or independent research providers (“Approved Research Providers”)) that
provide brokerage and research services. The
CSA Aggregator also reconciles research credits from trades with CSA Partners,
and pays Approved Research Providers and provides
other related administrative functions. In addition, a CSA Partner may provide
the Adviser with proprietary research it has developed
and, upon instruction, may retain research commission credits as compensation
for the provision of such proprietary research
services. The Adviser believes that these arrangements allow it to monitor the
amount of trading costs that are attributable to execution
services on the one hand and other brokerage and research services on the
other.
Transactions
that generate research credits include equity transactions executed on an agency
basis or via a riskless principal transaction
where the executing broker-dealer receives a commission. The Adviser does not
use CSAs or otherwise have arrangements to
pay for brokerage and research services with client commissions in connection
with trading fixed income securities. Consistent with
long-standing industry practice in the fixed income markets, however, the
Adviser, subject to applicable law, may receive brokerage
and research services and other information, including access to fixed income
trading platforms that dealers provide for no charge
to their customers in the ordinary course of business. Fixed income instruments
typically trade at a bid/ask spread and without an
explicit brokerage charge. While there is not a formal trading expense or
commission, clients will bear the implicit trading costs reflected
in these spreads.
The
Adviser may receive “mixed use” products and services from an Approved Research
Provider, where a portion of the product or service
assists in its investment decision-making process in accordance with Section
28(e) and a portion may be used for other purposes.
Where a product or service has a mixed use, the Adviser will make a reasonable
allocation of its cost according to its use and will
use client commissions to pay only for the portion of the product or service
that assists in its investment decision-making process. The
Adviser may have an incentive to allocate the costs to uses that assist in its
investment decision-making process because the Adviser
may pay for such costs with client commissions rather than its own resources. To
the extent the Adviser receives “mixed use” products
and services, the Adviser will allocate the anticipated costs of a mixed use
product or service in good faith and maintain records
concerning allocations in order to mitigate such conflicts.
Client
accounts that pay a greater amount of commissions relative to other accounts may
bear a greater share of the cost of brokerage and
research services than such other accounts. The Adviser may use brokerage and
research services obtained with brokerage commissions
from some clients for the benefit of other clients whose brokerage commissions
do not pay for such brokerage and research
services. The Adviser may also share brokerage and research services with its
affiliated advisers, and the clients of its affiliated advisers
may receive the benefits of such brokerage and research services. These
arrangements remain subject to the Adviser’s overall obligation
to seek best execution for client trading.
The
EU’s Markets in Financial Instruments Directive II (“MiFID II”), which became
effective January 3, 2018, requires investment advisers
regulated under MiFID II to pay for research services separately from trade
execution services, either through their own resources
or a research payment account funded by a specific charge to a client. Although
the Adviser is not directly subject to the provisions
of MiFID II, certain of its affiliated advisers are, such as Morgan Stanley
Investment Management Limited; accordingly, as applicable,
the Adviser makes a reasonable valuation and allocation of the cost of research
services as between MiFID II client accounts
and other accounts that participate in CSAs and will pay for research services
received with respect to MiFID II client accounts
from its own resources. The Adviser and affiliated advisers subject to MiFID II
may separately pay for fixed income research from
their own resources. Following its withdrawal from the EU on January 31, 2020,
the United Kingdom has entered a transition period,
during which EU law (including MiFID II) will continue to apply in the United
Kingdom. Following the transition period, investment
managers in the United Kingdom may still be required to comply with certain
MiFID II equivalent requirements in accordance
with the handbook of rules and guidance issued by the Financial Conduct
Authority.
When
permitted under applicable law, portfolio managers generally will aggregate
orders of their clients for the same securities in a single
order so that such orders are executed simultaneously in order to facilitate
best execution and to reduce brokerage costs. The Adviser
and/or Sub-Adviser effects aggregated orders in a manner designed to ensure that
no participating client is favored over any other
client.
In
general, accounts that participate in an aggregated order will participate on a
pro rata or other objective basis. Pro rata allocation of securities
and other instruments will generally consist of allocation based on the order
size of a participating client account in proportion
to the size of the orders placed for other accounts participating in the
aggregated order. However, the Adviser and/or Sub-Adviser
may allocate such securities and other instruments using a method other than pro
rata if their supply is limited, based on differing
portfolio characteristics among accounts or to avoid odd lots or small
allocations, among other reasons. These allocations are made
in the good faith judgment of the Adviser with a goal of seeking to ensure that
fair and equitable allocation occurs over time. There
may be times that the Adviser is not able to aggregate orders because of
applicable law or other considerations when doing so might
otherwise be advantageous.
Regular
Broker-Dealers
During
the fiscal year ended October
31, 2023, the Fund did not purchase any securities issued by issuers who were
among the ten brokers
or ten dealers which executed transactions for or with the Fund in the largest
dollar amounts during the period. At October
31,
2023, the Fund did not own any securities issued by any of such
issuers.
CAPITAL
STOCK AND OTHER SECURITIES
The
Fund is authorized to issue four billion shares of common stock of $0.01 par
value. Shares of the Fund, when issued, are fully paid,
non-assessable, fully transferable and redeemable at the option of the holder.
All shares are equal as to earnings, assets and voting
privileges. There are no conversion, preemptive or other subscription rights. In
the event of liquidation, each share of common stock
of the Fund is entitled to its portion of all of the Fund’s assets after all
debts and expenses have been paid. Except for agreements
entered into by the Fund in its ordinary course of business within the
limitations of the Fund’s fundamental investment policies
(which may be modified only by shareholder vote), the Fund will not issue any
securities other than common stock.
The
Fund’s Articles of Incorporation permit the Directors to authorize the creation
of additional series of shares (the proceeds of which
would be invested in separate, independently managed portfolios) and additional
Classes of shares within any series. The Directors
have not presently authorized any such additional series or Classes of shares
other than as set forth in the Prospectus.
The
shares of the Fund do not have cumulative voting rights, which means that the
holders of more than 50% of the shares voting for
the election of Directors can elect 100% of the Directors if they choose to do
so, and in such event, the holders of the remaining less
than 50% of the shares voting for the election of Directors will not be able to
elect any person or persons to the Board.
The
Fund’s By-Laws provide that one or more of the Fund’s Directors may be removed,
either with or without cause, at any time by the
affirmative vote of the Fund’s shareholders holding a majority of the
outstanding shares entitled to vote for the election of Directors.
A special meeting of the shareholders of the Fund will be called by the Fund’s
Secretary upon the written request of shareholders
entitled to vote at least 10% of the Fund’s outstanding shares. The Fund will
also comply with the provisions of Section 16(c)
of the 1940 Act.
The
Directors themselves have the power to alter the number and the terms of office
of the Directors (as provided for in the Articles of
Incorporation), and they may at any time lengthen or shorten their own terms or
make their terms of unlimited duration and appoint
their own successors, provided that always at least a majority of the Directors
has been elected by the shareholders of the Fund.
PURCHASE,
REDEMPTION AND PRICING OF SHARES
The
Fund has suspended offering Class L shares of the Fund for sale to all
investors. The Class L shareholders of the Fund do not have the option
of purchasing additional Class L shares. However, the existing Class L
shareholders may invest in additional Class L shares through reinvestment
of dividends and distributions.
Purchase/Redemption
of Shares
Information
concerning how Fund shares are offered to the public (and how they are redeemed
and exchanged) is provided in the Fund’s
Prospectus.
Suspension
of Redemptions.
Redemptions are not made on days during which the NYSE is closed. The right of
redemption may be suspended
and the payment therefore may be postponed for more than seven days during any
period when (a) the NYSE is closed for other
than customary weekends or holidays; (b) the SEC determines trading on the NYSE
is restricted; (c) the SEC determines an emergency
exists as a result of which disposal by the Fund of securities owned by it is
not reasonably practicable or it is not reasonably
practicable for the Fund to fairly determine the value of its net assets; or (d)
the SEC, by order, so permits.
Transfer
Agent as Agent.
With respect to the redemption or repurchase of Fund shares, the application of
proceeds to the purchase of
new shares in the Fund or any other Morgan Stanley Funds and the general
administration of the exchange privilege, the Transfer Agent
acts as agent for the Distributor and for the shareholder’s authorized
broker-dealer, if any, in the performance of such functions.
With respect to exchanges, redemptions or repurchases, the Transfer Agent is
liable for its own negligence and not for the default
or negligence of its correspondents or for losses in transit. The Fund is not
liable for any default or negligence of the Transfer Agent,
the Distributor or any authorized broker-dealer.
The
Distributor and any authorized broker-dealer have appointed the Transfer Agent
to act as their agent in connection with the application
of proceeds of any redemption of Fund shares to the purchase of shares of any
other Morgan Stanley Fund and the general
administration of the exchange privilege. No commission or discounts will be
paid to the Distributor or any authorized broker-dealer
for any transaction pursuant to the exchange privilege.
Transfers
of Shares.
In the event a shareholder requests a transfer of Fund shares to a new
registration, the shares will be transferred without
sales charge at the time of transfer. With regard to the status of shares which
are either subject to the CDSC or free of such
charge
(and with regard to the length of time shares subject to the charge have been
held), any transfer involving less than all of the shares
in an account will be made on a pro rata basis (that is, by transferring shares
in the same proportion that the transferred shares bear
to the total shares in the account immediately prior to the transfer). The
transferred shares will continue to be subject to any applicable
CDSC as if they had not been so transferred.
Outside
Brokerage Accounts/Limited Portability.
Most Fund shareholders hold their shares with Morgan Stanley Smith Barney
LLC.
Please note that your ability to transfer your Fund shares to a brokerage
account at another securities dealer may be limited. Fund
shares may only be transferred to accounts held at securities dealers or
Financial Intermediaries. After a transfer, you may purchase
additional shares of the Morgan Stanley Fund(s) you owned before the transfer
and, in most instances, you will also be able to
purchase shares of most other Morgan Stanley Funds. If you transfer shares of a
fund that is not a Morgan Stanley Multi-Class Fund
(for example, a Morgan Stanley Money Market Fund) you will not be able to
exchange shares of that fund for any other Morgan
Stanley Fund after the transfer.
If
you wish to transfer Fund shares to a securities dealer or other financial
intermediary that has not entered into an agreement with the
Distributor, you may request that the securities dealer or financial
intermediary maintain the shares in an account at the Transfer Agent
registered in the name of such securities dealer or financial intermediary for
your benefit. You may also hold your Fund shares in
your own name directly with the Transfer Agent. In either case, you will
continue to have the ability to purchase additional Morgan
Stanley Funds and will have full exchange privileges. Other options may also be
available; please check with the respective securities
dealer or financial intermediary. If you choose not to hold your shares with the
Transfer Agent, either directly or through a securities
dealer or other financial intermediary, you must redeem your shares and pay any
applicable CDSC.
Offering
Price
The
Fund’s Class
C and Class I shares are offered at NAV and the Class
A shares are offered at NAV plus any applicable FSC which is
distributed among the Fund’s Distributor, Morgan Stanley Smith Barney LLC and
other Financial Intermediaries as described in “Investment
Advisory and Other Services — Rule 12b-1 Plan.” The NAV of the Fund (excluding
sales charges) is based on the value of
the Fund’s portfolio securities. NAV of each Class is calculated by dividing the
value of the portion of the Fund’s securities and other
assets attributable to that Class, less the total market value of the
liabilities attributable to that Class, by the number of shares of that
Class outstanding. The assets of each Class of shares are invested in a single
portfolio. The NAV of each Class, however, will differ
because the Classes have different ongoing fees.
In
the calculation of the Fund’s NAV: (1) an equity portfolio security listed or
traded on an exchange is valued at its latest reported sale
price (or at the exchange official closing price if such exchange reports an
official closing price), and if there were no sales on a given
day and if there is no official exchange closing price for that day, the
security is valued at the mean between the last reported bid
and asked prices if such bid and asked prices are available on the relevant
exchanges; and (2) all other equity portfolio securities for
which OTC market quotations are readily available are valued at the latest
reported sale price (or at the market official closing price
if such market reports an official closing price), and if there was no trading
in the security on a given day and if there is no official
closing price from the relevant markets for that day, the security is valued at
the mean between the last reported bid and asked prices
if such bid and asked prices are available on the relevant markets. Listed
equity securities not traded on the valuation date with no
reported bid and asked prices available on the exchange are valued at the mean
between the current bid and asked prices obtained from
one or more reputable brokers or dealers. An unlisted equity security that does
not trade on the valuation date and for which bid
and asked prices from the relevant markets are unavailable is valued at the mean
between the current bid and asked prices obtained
from one or more reputable brokers or dealers. In cases where a security is
traded on more than one exchange, the security is valued
on the exchange designated as the primary market. When no market quotations are
readily available for a security or other asset,
including circumstances under which the Adviser and/or the
Sub-Adviser determines that a market quotation is not accurate,
fair
value for the security or other asset will be determined in good faith using
methods approved by the Fund’s Board of Directors. For
valuation purposes, quotations of foreign portfolio securities, other assets and
liabilities and forward contracts stated in foreign currency
are translated into U.S. dollar equivalents at the prevailing market rates
prior to the close of the NYSE.
If
the NYSE is closed due to inclement weather, technology problems or any other
reason on a day it would normally be open for business,
or the NYSE has an unscheduled early closing on a day it has opened for
business, the Fund reserves the right to treat such day
as a business day and accept purchase and redemption orders until, and calculate
its NAV as of, the normally scheduled close of regular
trading on the NYSE for that day, so long as the Adviser believes there
generally remains an adequate market to obtain reliable
and accurate market quotations.
Certain
of the Fund’s portfolio securities may be valued using as an input evaluated
prices provided by an approved outside pricing service.
Prices obtained from these approved sources are monitored and reviewed by the
Adviser’s Valuation Committee and if not deemed
to represent fair value, may be overridden and valued using procedures approved
by the Board. The pricing service may utilize
a matrix system or other model incorporating attributes such as security
quality, maturity and coupon as the evaluation model parameters,
and/or research evaluations by its staff, including review of broker-dealer
market price quotations in determining what it believes
is the fair valuation of the portfolio securities valued by such pricing
service. Pricing services generally value securities
assuming
orderly transactions of an institutional round lot size, but the Fund may hold
or transact in such securities in smaller, odd lot
sizes. Odd lots often trade at lower prices than institutional round
lots.
Listed
options are valued at the last reported sales price on the exchange on which
they are listed (or at the exchange official closing price
if such exchange reports an official closing price). If an official closing
price or last reported sale price is unavailable, the listed option
should be fair valued at the mean between its latest bid and ask prices. If an
exchange closing price or bid and asked prices are not
available from the exchange, then the quotes from one or more brokers or dealers
may be used. Unlisted options and swaps are valued
by an approved outside pricing service or quotes from a broker or dealer.
Unlisted options and swaps cleared on a clearinghouse
or exchange may be valued using the closing price provided by the clearinghouse
or exchange. Futures are valued at the settlement
price on the exchange on which they trade or, if a settlement price is
unavailable, then at the last sale price on the exchange.
If
the Adviser determines that the valuation received from the outside pricing
service or broker or dealer is not reflective of the security’s
market value, such security is valued at its fair value as determined in good
faith using methods approved by the Fund’s Board
of Directors.
Generally,
trading in foreign securities, as well as corporate bonds, U.S. government
securities and money market instruments, is substantially
completed each day at various times prior to the close of the NYSE. The values
of such securities used in computing the NAV
of the Fund are determined as of such times. Foreign currency exchange rates are
also generally determined prior to the close of the
NYSE. Occasionally, events which may affect the values of such securities and
such exchange rates may occur between the times at
which they are determined and the close of the NYSE. If events that may affect
the value of such securities occur during such period,
then these securities may be valued at their fair value as determined in good
faith using methods approved by the Fund’s Board
of Directors.
In
general, fair value represents the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. When there is no public market or
possibly no market at all for an asset, fair value
represents, in general, a good faith approximation of the current value of an
asset. A security that is fair valued may be valued at a
price higher or lower than actual market quotations or the value determined by
other funds using their own fair valuation procedures
or by other investors. The fair value of an asset may not be the price at which
that asset is ultimately sold.
The
Fund relies on various sources to calculate its NAV. The ability of the Fund to
calculate the NAV per share of the Fund is subject
to operational risks associated with processing or human errors, systems or
technology failures, cyber attacks and errors caused by
third party service providers, data sources, or trading counterparties. Such
failures may result in delays in the calculation of the Fund’s
NAV and/or the inability to calculate NAV over extended time periods. The Fund
may be unable to recover any losses associated
with such failures. In addition, if the third-party service providers and/or
data sources upon which the Fund directly or indirectly
relies to calculate its NAV or price individual securities are unavailable or
otherwise unable to calculate the NAV correctly, it
may be necessary for alternative procedures to be utilized to price the
securities at the time of determining the Fund’s NAV.
TAXES
The
Fund generally will make two basic types of distributions: ordinary dividends
and long-term capital gain distributions. These two
types of distributions are reported differently on a shareholder’s income tax
return. The tax treatment of the investment activities of
the Fund will affect the amount, timing and character of the distributions made
by the Fund. The following discussion is only a summary
of certain tax considerations generally affecting the Fund and shareholders of
the Fund and is not intended as a substitute for
careful tax planning. Tax issues relating to the Fund are not generally a
consideration for shareholders such as tax-exempt entities and
tax-advantaged retirement vehicles such as an IRA or 401(k) plan. Shareholders
are urged to consult their own tax professionals regarding
specific questions as to federal, state or local taxes.
Investment
Company Taxation. The
Fund intends to continue to qualify as a regulated investment company under
Subchapter M of
the Code. To continue to so qualify, the Fund will be required to, among other
things, satisfy an asset diversification test, a qualifying
income test and a distribution test. Assuming the Fund satisfies the foregoing
requirements, the Fund will not be subject to
federal income tax on its net investment income and capital gains, if any, to
the extent that it timely distributes such income and capital
gains to its shareholders. If the Fund fails to qualify for any taxable year as
a regulated investment company, all of its taxable income
will be subject to tax at regular corporate income tax rates without any
deduction for distributions to shareholders, and such distributions
generally will be taxable to shareholders as ordinary dividends to the extent of
the Fund’s current and accumulated earnings
and profits.
The
Fund generally intends to distribute sufficient income and gains so that the
Fund will not pay corporate income tax on its earnings.
The Fund also generally intends to distribute to its shareholders in each
calendar year a sufficient amount of ordinary income
and capital gains to avoid the imposition of a 4% excise tax. However, the Fund
may instead determine to retain all or part of any
income or net long-term capital gains in any year for reinvestment. In such
event, the Fund will pay federal income tax (and possibly
excise tax) on such retained income or gains.
Gains
or losses on sales of securities by the Fund will generally be long-term capital
gains or losses if the securities have a tax holding period
of more than one year at the time of such sale. Gains or losses on the sale of
securities with a tax holding period of one year or less
will be short-term capital gains or losses.
Special
tax rules may change the normal treatment of gains and losses recognized by the
Fund when the Fund invests in foreign currency
forward exchange contracts, options, futures transactions and non-U.S.
corporations classified as “passive foreign investment companies”.
Those special tax rules can, among other things, affect the treatment of capital
gain or loss as long-term or short-term and
may result in ordinary income or loss rather than capital gain or loss. The
application of these special rules would therefore also affect
the character of distributions made by the Fund.
The
Fund may invest in stocks of foreign companies that may be classified under the
Code as passive foreign investment companies (“PFICs”).
In general, a foreign company is classified as a PFIC if at least one-half of
its assets constitute investment-type assets or 75%
or more of its gross income is investment-type income. When investing in PFIC
securities, the Fund intends to mark-to-market these
securities under certain provisions of the Code and recognize any unrealized
gains as ordinary income at the end of the Fund’s fiscal
and excise tax years. Deductions for losses are allowable only to the extent of
any current or previously recognized gains. These gains
(reduced by allowable losses) are treated as ordinary income that the Fund is
required to distribute, even though it has not sold or
received dividends from these securities. In addition, if the Fund is unable to
identify an investment as a PFIC and thus does not make
a mark-to-market election, the Fund may be subject to U.S. federal income tax
and interest on a portion of any “excess distribution”
or gain from the disposition of such shares even if such income is distributed
as a taxable dividend by the Fund to its shareholders.
The
Fund may be subject to foreign withholding taxes with respect to its dividend
and interest income from foreign countries, and the
Fund may be subject to foreign income taxes with respect to other income. If
more than 50% of the Fund’s assets are invested in foreign
securities at the end of any fiscal year, the Fund may elect to treat certain
foreign income taxes imposed on it for federal income
tax purposes as paid directly by the Fund’s shareholders. The Fund will notify
shareholders in writing each year if it makes an election
and of the amount of foreign taxes, if any, to be treated as paid by
shareholders. If the Fund makes the election, shareholders will
be required to include in income their proportionate share of the amount of
foreign income taxes treated as imposed on the Fund and
will, subject to certain limitations, be entitled to take a credit or deduction
on their federal income tax return for foreign taxes paid
by the Fund.
The
Fund may seek to gain exposure to bitcoin through investments in the Subsidiary.
Historically, the IRS has issued private letter rulings
in which the IRS specifically concluded that income and gains from investments
in a wholly-owned foreign subsidiary that invests
in commodity-linked instruments are “qualifying income” for purposes of the
qualifying income test described above. The Fund
has not received such a private letter ruling, and is not able to rely on
private letter rulings issued to other taxpayers. Applicable Treasury
regulations would generally treat the Fund’s income inclusion with respect to
the Subsidiary as qualifying income either if (i)
there is a current-year distribution out of the earnings and profits of the
Subsidiary that are attributable to such income inclusion or
(ii) such inclusion is derived with respect to the Fund’s business of investing
in stock, securities or currencies. The tax treatment of the
Fund’s investments in the Subsidiary may be adversely affected by future
legislation, court decisions, Treasury Regulations and/or guidance
issued by the IRS that could affect whether income derived from such investments
is “qualifying income” under Subchapter M
of the Code, or otherwise affect the character, timing and/or amount of the
Fund’s taxable income or any gains and distributions made
by the Fund. No assurances can be provided that the IRS would not be able to
successfully assert that the Fund’s income from such
investments was not “qualifying income,” in which case the Fund would fail to
qualify as a RIC under Subchapter M of the Code
if over 10% of its gross income was derived from these investments. If the Fund
failed to qualify as a RIC, it would be subject to
federal and state income tax on all of its taxable income at regular corporate
tax rates with no deduction for any distributions paid to
shareholders, which would significantly adversely affect the returns to, and
could cause substantial losses for, Fund shareholders.
A
foreign corporation, such as the Subsidiary, will generally not be subject to
U.S. federal income taxation unless it is deemed to be engaged
in a U.S. trade or business. The rules regarding whether the Subsidiary will be
treated as engaged in a U.S. trade or business as
a result of its bitcoin related investments are not certain. It is expected that
the Subsidiary will conduct its activities in a manner so as
to meet the requirements of a safe harbor under Section 864(b)(2) of the Code
under which the Subsidiary may engage in trading in
stocks or securities or certain commodities without being deemed to be engaged
in a U.S. trade or business. However, if certain of the
Subsidiary’s activities were determined not to be of the type described in the
safe harbor, then the activities of the Subsidiary may constitute
a U.S. trade or business, or be taxed as such. In general, a foreign
corporation, such as the Subsidiary, that does not conduct
a U.S. trade or business is nonetheless subject to tax at a flat rate of 30
percent (or lower tax treaty rate), generally payable through
withholding, on the gross amount of certain U.S.-source income that is not
effectively connected with a U.S. trade or business.
There is presently no tax treaty in force between the U.S. and the Cayman
Islands that would reduce this rate of withholding
tax. It is not expected that the Subsidiary will derive income subject to such
withholding tax.
The
Subsidiary will be treated as a controlled foreign corporation and the Fund will
be treated as a “U.S. shareholder” of the Subsidiary.
As a result, the Fund will be required to include in gross income for U.S.
federal income tax purposes all of the Subsidiary’s
“Subpart F income” and “global intangible low-taxed income” whether or not such
income is distributed by the
Subsidiary.
The Fund’s recognition of the Subsidiary’s income will increase the Fund’s tax
basis in the Subsidiary. Distributions by the
Subsidiary to the Fund will be tax-free, to the extent of their previously
undistributed “Subpart F income” and “global intangible low-taxed
income” and will correspondingly reduce the Fund’s tax basis in the Subsidiary.
“Subpart F income” and “global intangible low-taxed
income” is generally treated as ordinary income, regardless of the character of
the Subsidiary’s underlying income. If a net loss
is realized by the Subsidiary, such loss is not generally available to offset
the income earned by the Fund, and such loss cannot be carried
forward to offset taxable income of the Fund or the Subsidiary in future
periods.
The
Fund may make investments in which it recognizes income or gain prior to
receiving cash with respect to such investment. For example,
under certain tax rules, the Fund may be required to accrue a portion of any
discount at which certain securities are purchased
as income each year even though the Fund receives no payments in cash on the
security during the year. To the extent that the
Fund makes such investments, it generally would be required to pay out such
income or gain as a distribution in each year to avoid
taxation at the Fund level. Such distributions will be made from the available
cash of the Fund or by liquidation of portfolio securities
if necessary. If a distribution of cash necessitates the liquidation of
portfolio securities, the Adviser will select which securities
to sell. The Fund may realize a gain or loss from such sales. In the event the
Fund realizes net capital gains from such transactions,
its shareholders may receive a larger capital gain distribution, if any, than
they would in the absence of such transactions.
Taxation
of Dividends and Distributions.
Shareholders normally will be subject to federal income taxes, and any state
and/or local income
taxes, on the dividends and other distributions they receive from the Fund. Such
dividends and distributions, to the extent that
they are derived from net investment income or short-term capital gains, are
generally taxable to the shareholder as ordinary income
regardless of whether the shareholder receives such payments in additional
shares or in cash. If certain holding period requirements
are met with respect to a shareholder’s shares, a portion of the income
dividends received by a shareholder may be taxed at
the same rate as long-term capital gains. However, even if income received in
the form of income dividends is taxed at the same rates
as long-term capital gains, such income will not be considered long-term capital
gains for other federal income tax purposes. For example,
you generally will not be permitted to offset income dividends with capital
losses. Short-term capital gain distributions will continue
to be taxed at ordinary income rates.
Distributions
in excess of the Fund’s current and accumulated earnings and profits will, as to
each shareholder, be treated as a tax-free return
of capital to the extent of a shareholder’s basis in their Fund shares, and as a
capital gain thereafter (if the shareholder holds their
Fund shares as capital assets).
Distributions
of net long-term capital gains, if any, are taxable to shareholders as long-term
capital gains regardless of how long a shareholder
has held the Fund’s shares and regardless of whether the distribution is
received in additional shares or in cash. The maximum
individual rate applicable to “qualified dividend income” and long-term capital
gains is generally either 15% or 20%, depending
on whether the individual’s income exceeds certain threshold
amounts.
Distributions
from capital gains generally are made after applying any available capital loss
carryforwards. Capital loss carryforwards are
reduced to the extent they offset current-year net realized capital gains,
whether the Fund retains or distributes such gains. If the Fund
incurs or has incurred capital losses in excess of capital gains (“net capital
losses”), those losses will be carried forward to one or more
subsequent taxable years; any such carryforward losses will retain their
character as short-term or long-term. In the event that the
Fund were to experience an ownership change as defined under the Code, the
capital loss carryforwards and other favorable tax attributes
of the Fund, if any, may be subject to limitation.
In
determining its net capital gain, including in connection with determining the
amount available to support a capital gain dividend,
its taxable income and its earnings and profits, the Fund generally may also
elect to treat part or all of any post-October capital
loss (defined as any net capital loss attributable to the portion, if any, of
the taxable year after October 31 or, if there is no such
loss, the net long-term capital loss or net short-term capital loss attributable
to any such portion of the taxable year) or late-year ordinary
loss (generally, the sum of its (i) net ordinary loss, if any, from the sale,
exchange or other taxable disposition of property, attributable
to the portion, if any, of the taxable year after October 31, and its (ii) other
net ordinary loss, if any, attributable to the portion,
if any, of the taxable year after December 31) as if incurred in the succeeding
taxable year.
The
Fund will decide whether to distribute or to retain all or part of any net
capital gains (the excess of net long-term capital gains over
net short-term capital losses) in any year for reinvestment. If any capital
gains are retained, the Fund will pay federal income tax thereon,
and, if the Fund makes an election, the shareholders will include such
undistributed gains in their income, and will increase their
tax basis in Fund shares by the difference between the amount of the includable
gains and the tax deemed paid by the shareholder
in respect of such shares. The shareholder will be able to claim their share of
the tax paid by the Fund as a refundable credit.
Shareholders
are generally taxed on any income dividend or capital gain distributions from
the Fund in the year they are actually distributed.
However, if any such dividends or distributions are declared in October,
November or December and paid to shareholders
of record of such month in January then such amounts will be treated for tax
purposes as received by these shareholders of
record on December 31.
Certain
distributions reported by the Fund as section 163(j) interest dividends may be
treated as interest income by shareholders for purposes
of the tax rules applicable to interest expense limitations under Code section
163(j). Such treatment by the shareholder is generally
subject to holding period requirements and other potential limitations, although
the holding period requirements are generally
not applicable to dividends declared by money market funds and certain other
funds that declare dividends daily and pay such
dividends on a monthly or more frequent basis. The amount that the Fund is
eligible to report as a Section 163(j) dividend for a tax
year is generally limited to the excess of the Fund’s business interest income
over the sum of the Fund’s (i) business interest expense
and (ii) other deductions properly allocable to the Fund’s business interest
income.
Individuals
(and certain other non-corporate entities) are generally eligible for a 20%
deduction with respect to taxable ordinary dividends
from REITs through 2025. IRS regulations allow a regulated investment company to
pass through to its shareholders such taxable
ordinary REIT dividends. Accordingly, individual (and certain other
non-corporate) shareholders of a regulated investment company
that have received taxable ordinary REIT dividends may be able to take advantage
of this 20% deduction with respect to any
such amounts passed through.
An
additional 3.8% Medicare tax is imposed on certain net investment income
(including ordinary dividends and capital gain distributions
received from the Fund and new gains from redemptions or other taxable
dispositions of Fund shares) of U.S. individuals,
estates and trusts to the extent that such person’s “modified adjusted gross
income” (in the case of an individual) or “adjusted
gross income” (in the case of an estate or trust) exceeds certain threshold
amounts.
It
is not anticipated that corporate shareholders will be eligible for a 50%
dividends received deduction with respect to distributions by
the Fund.
Shareholders
who are not citizens or residents of the United States and certain foreign
entities will generally be subject to withholding of
U.S. tax of 30% (or such lower treaty rate as may be applicable) on
distributions made by the Fund of investment income. Foreign shareholders
will generally be exempt from U.S. federal income tax on gains realized on the
sale of shares of the Fund, distributions of net
long-term capital gains and amounts retained by the Fund that are reported as
undistributed capital gains. Dividends paid by the Fund
that are derived from short-term capital gains and qualifying U.S. source net
interest income (including income from original issue
discount), and that are reported by the Fund as “interest-related dividends” or
“short-term capital gain dividends,” will generally not
be subject to U.S. withholding tax. However, depending on the circumstances, the
Fund may report all, some or none of the Fund’s
potentially eligible dividends as exempt. If the income from the Fund is
effectively connected with a U.S. trade or business carried
on by a foreign shareholder, then distributions from the Fund and any gains
realized upon the sale of shares of the Fund will be
subject to U.S. federal income tax at the rates applicable to U.S. citizens and
residents or domestic corporations; in addition, foreign
shareholders that are corporations may be subject to a branch profit tax. The
Fund may be required to withhold federal income
tax on distributions that are otherwise exempt from withholding tax (or taxable
at a reduced treaty rate) unless the foreign shareholder
complies with IRS certification requirements. Foreign investors are urged to
consult their tax advisors regarding the tax consequences
to them of dividends and distributions and the potential applicability of the
U.S. estate tax.
The
Fund is required to withhold U.S. tax (at a 30% rate) on payments of taxable
dividends made to certain non-U.S. entities that fail
to comply (or be deemed compliant) with extensive reporting and withholding
requirements designed to inform the U.S. Department
of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be
requested to provide additional information
to the Fund to enable the Fund to determine whether withholding is
required.
After
the end of each calendar year, shareholders will be sent information on their
dividends and capital gain distributions for tax purposes,
including the portion taxable as ordinary income, and the portion taxable as
long-term capital gains.
Purchases
and Redemptions and Exchanges of Fund Shares.
Any dividend or capital gains distribution received by a shareholder
from
any investment company will have the effect of reducing the NAV of the
shareholder’s stock in that company by the exact amount
of the dividend or capital gains distribution. Furthermore, such dividends and
capital gains distributions are subject to regular
federal income taxes. If the NAV of the shares should be reduced below a
shareholder’s cost as a result of the payment of dividends
or the distribution of realized long-term capital gains, such payment or
distribution would be in part a return of the shareholder’s
investment but nonetheless would be taxable to the shareholder. Therefore, an
investor should consider the tax implications
of purchasing Fund shares immediately prior to a distribution record
date.
Shareholders
normally will be subject to regular federal income taxes, and state and/or local
income taxes, on the sale or disposition of Fund
shares. In general, a sale of shares results in capital gain or loss, and for
individual shareholders, is taxable at a federal rate dependent
upon the length of time the shares were held. A redemption of a shareholder’s
Fund shares is normally treated as a sale for tax
purposes. Fund shares held for a period of one year or less at the time of such
sale or redemption will, for tax purposes, generally result
in short-term capital gains or losses and those held for more than one year will
generally result in long-term capital gains or losses.
The maximum individual rate applicable to long-term capital gains is generally
either 15% or 20%, depending on whether the individual’s
income exceeds certain threshold amounts.
Any
loss realized by shareholders upon a sale or redemption of shares within six
months of the date of their purchase will be treated as a
long-term capital loss to the extent of any distributions of net long-term
capital gains with respect to such shares during the six-month
period.
Gain
or loss on the sale or redemption of shares in the Fund is measured by the
difference between the amount of cash received (or the
fair market value of any property received) and the adjusted tax basis of the
shares. Shareholders should keep records of investments
made (including shares acquired through reinvestment of dividends and
distributions) so they can compute the tax basis of
their shares. Under certain circumstances, a shareholder may compute and use an
average cost basis in determining the gain or loss on
the sale or redemption of shares.
The
Fund (or its administrative agent) is required to report to the U.S. Internal
Revenue Service (“IRS”) and furnish to Fund shareholders
the cost basis information for sale transactions of shares purchased on or after
January 1, 2012. Shareholders may elect to
have one of several cost basis methods applied to their account when calculating
the cost basis of shares sold, including average cost,
FIFO (“first-in, first-out”), or some other specific identification method.
Unless you instruct otherwise, the Fund will use average
cost as its default cost basis method, and will treat sales as first coming from
shares purchased prior to January 1, 2012. If average
cost is used for the first sale of Fund shares covered by these new rules, the
shareholder may only use an alternative cost basis method
for shares purchased prospectively. Fund shareholders should consult with their
tax advisors to determine the best cost basis method
for their tax situation.
Exchanges
of Fund shares for shares of another fund, including shares of other Morgan
Stanley Funds, are also subject to similar tax treatment.
Such an exchange is treated for tax purposes as a sale of the original shares in
the Fund, followed by the purchase of shares in
the other fund.
If
the Fund redeems a shareholder in-kind rather than in cash, the shareholder
would realize the same gain or loss as if the shareholder
had been redeemed in cash. Further, the shareholder’s basis in the securities
received in the in-kind redemption would be the
securities’ fair market value on the date of the in-kind
redemption.
The
ability to deduct capital losses may be limited. In addition, if a shareholder
realizes a loss on the redemption or exchange of a fund’s
shares and receives securities that are considered substantially identical to
that fund’s shares or reinvests in that fund’s shares or substantially
identical shares within 30 days before or after the redemption or exchange, the
transactions may be subject to the “wash sale”
rules, resulting in a postponement of the recognition of such loss for tax
purposes.
Backup
Withholding.
The Fund may be required to withhold U.S. federal income tax (currently, at a
rate of 24%) (“backup withholding”)
from all taxable distributions payable to (1) any shareholder who fails to
furnish the Fund with its correct taxpayer identification
number or a certificate that the shareholder is exempt from backup withholding,
and (2) any shareholder with respect to
whom the IRS notifies the Fund that the shareholder has failed to properly
report certain interest and dividend income to the IRS and
to respond to notices to that effect. An individual’s taxpayer identification
number is his or her social security number. The 24% backup
withholding tax is not an additional tax and may be credited against a
taxpayer’s regular federal income tax liability.
Shareholders
are advised to consult their own tax advisers with respect to the particular tax
consequences to them of an investment in the
Fund.
UNDERWRITERS
The
Fund’s shares are offered to the public on a continuous basis. The Distributor,
as the principal underwriter of the shares, has certain
obligations under the Distribution Agreement concerning the distribution of the
shares. These obligations and the compensation
the Distributor receives are described above in the sections titled “Principal
Underwriter” and “Rule
12b-1 Plan.”
PERFORMANCE
DATA
|
|
|
|
| |
Average
annual returns assuming deduction of maximum sales
charge Period
Ended October
31, 2023 |
Class |
Inception
Date |
1
Year |
5
Years |
10
Years |
Life
of Fund |
Class
A |
07/28/97 |
10.18% |
3.27% |
1.50% |
4.02% |
Class
L |
07/28/97 |
15.64% |
3.84% |
1.52% |
3.55% |
Class
I |
07/28/97 |
16.61% |
4.72% |
2.39% |
4.56% |
Class
C |
04/30/15 |
14.43% |
3.59% |
N/A |
1.27%* |
* |
Class
C shares will automatically convert to Class A shares eight years after
the end of the calendar month in which the shares were purchased.
Performance for periods
greater than eight years reflects this
conversion. |
|
|
|
|
| |
Average
annual returns assuming NO deduction of sales charge Period
Ended October
31, 2023 |
Class |
Inception
Date |
1
Year |
5
Years |
10
Years |
Life
of Fund |
Class
A |
07/28/97 |
16.27% |
4.39% |
2.05% |
4.24% |
Class
L |
07/28/97 |
15.64% |
3.84% |
1.52% |
3.55% |
Class
I |
07/28/97 |
16.61% |
4.72% |
2.39% |
4.56% |
Class
C |
04/30/15 |
15.43% |
3.59% |
N/A |
1.27%* |
* |
Class
C shares will automatically convert to Class A shares eight years after
the end of the calendar month in which the shares were purchased.
Performance for periods
greater than eight years reflects this
conversion. |
|
|
|
|
| |
Aggregate
total returns assuming NO deduction of sales charge Period
Ended October
31, 2023 |
Class |
Inception
Date |
1
Year |
5
Years |
10
Years |
Life
of Fund |
Class
A |
07/28/97 |
16.27% |
23.96% |
22.51% |
197.22% |
Class
L |
07/28/97 |
15.64% |
20.70% |
16.27% |
149.97% |
Class
I |
07/28/97 |
16.61% |
25.96% |
26.62% |
222.83% |
Class
C |
04/30/15 |
15.43% |
19.27% |
N/A |
11.35%* |
* |
Class
C shares will automatically convert to Class A shares eight years after
the end of the calendar month in which the shares were purchased.
Performance for periods
greater than eight years reflects this
conversion. |
|
|
|
|
| |
Average
annual after-tax returns assuming deduction of maximum sales
charge Class
A Period
Ended October
31, 2023 |
Calculation
Methodology |
Inception
Date |
1
Year |
5
Years |
10
Years |
Life
of Fund |
After
taxes on distributions |
07/28/97 |
10.18% |
2.46% |
0.91% |
3.23% |
After
taxes on distributions and redemptions |
07/28/97 |
6.03% |
2.79% |
1.29% |
3.30% |
POTENTIAL
CONFLICTS OF INTEREST
As
a diversified global financial services firm, Morgan Stanley, the parent company
of the Adviser, engages in a broad spectrum of activities,
including financial advisory services, investment management activities,
lending, commercial banking, sponsoring and managing
private investment funds, engaging in broker-dealer transactions and principal
securities, commodities and foreign exchange
transactions, research publication and other activities. In the ordinary course
of its business, Morgan Stanley is a full-service investment
banking and financial services firm and therefore engages in activities where
Morgan Stanley’s interests or the interests of its
clients may conflict with the interests of the
Fund. Morgan Stanley advises clients and sponsors, manages or advises other
investment
funds and investment programs, accounts and businesses (collectively, together
with the Morgan Stanley Funds, any new or
successor funds, programs, accounts or businesses (other than funds, programs,
accounts or businesses sponsored, managed, or advised
by former direct or indirect subsidiaries of Eaton Vance Corp. (“Eaton Vance
Investment Accounts”)), the ‘‘MS Investment Accounts”,
and, together with the Eaton Vance Investment Accounts, the “Affiliated
Investment Accounts’’) with a wide variety of investment
objectives that in some instances may overlap or conflict with the
Fund’s investment objectives and present conflicts of interest.
In addition, Morgan Stanley or the Adviser may also from time to time create new
or successor Affiliated Investment Accounts
that may compete with the
Fund and present similar conflicts of interest. The discussion below enumerates
certain actual, apparent
and potential conflicts of interest. There is no assurance that conflicts of
interest will be resolved in favor of Fund shareholders
and, in fact, they may not be. Conflicts of interest not described below may
also exist.
The
discussions below with respect to actual, apparent and potential conflicts of
interest also may be applicable to or arise from the Eaton
Vance Investment Accounts whether or not specifically identified.
Material
Non-public and Other Information.
It is expected that confidential or material non-public information regarding an
investment
or potential investment opportunity may become available to the Adviser. If such
information becomes available, the
Adviser
may be precluded (including by applicable law or internal policies or
procedures) from pursuing an investment or disposition opportunity
with respect to such investment or investment opportunity. The Adviser may also
from time to time be subject to contractual
‘‘stand-still’’ obligations and/or confidentiality obligations that may restrict
its ability to trade in certain investments on the
Fund’s behalf. In addition, the Adviser may be precluded from disclosing such
information to an investment team, even in circumstances
in which the information would be beneficial if disclosed. Therefore, the
investment team may not be provided access to
material non-public information in the possession of Morgan Stanley that might
be relevant to an investment decision to be made on
behalf of the
Fund, and the investment team may initiate a transaction or sell an investment
that, if such information had been known
to it, may not have been undertaken. In addition, certain members of the
investment team may be recused from certain investment-related
discussions so that such members do not receive information that would limit
their ability to perform functions of their
employment with the Adviser or its affiliates unrelated to that of the
Fund. Furthermore, access to certain parts of Morgan Stanley
may be subject to third party confidentiality obligations and to information
barriers established by Morgan Stanley in order to
manage potential conflicts of interest and regulatory restrictions, including
without limitation joint transaction restrictions pursuant
to the 1940 Act. Accordingly, the Adviser’s ability to source investments from
other business units within Morgan Stanley may
be limited and there can be no assurance that the Adviser will be able to source
any investments from any one or more parts of the
Morgan Stanley network.
The
Adviser may restrict its investment decisions and activities on behalf of the
Fund
in various circumstances, including because of applicable
regulatory requirements or information held by the Adviser or Morgan Stanley.
The Adviser might not engage in transactions
or other activities for, or enforce certain rights in favor of, the
Fund due to Morgan Stanley’s activities outside the Fund.
In
instances where trading of an investment is restricted, the Adviser may not be
able to purchase or sell such investment on behalf of the
Fund, resulting in the
Fund’s inability to participate in certain desirable transactions. This
inability to buy or sell an investment could
have an adverse effect on the
Fund’s portfolio due to, among other things, changes in an investment’s value
during the period its
trading is restricted. Also, in situations where the Adviser is required to
aggregate its positions with those of other Morgan Stanley business
units for position limit calculations, the Adviser may have to refrain from
making investments due to the positions held by other
Morgan Stanley business units or their clients. There may be other situations
where the Adviser refrains from making an investment
due to additional disclosure obligations, regulatory requirements, policies, and
reputational risk, or the Adviser may limit purchases
or sales of securities in respect of which Morgan Stanley is engaged in an
underwriting or other distribution capacity.
Morgan
Stanley has established certain information barriers and other policies to
address the sharing of information between different businesses
within Morgan Stanley. As a result of information barriers, the Adviser
generally will not have access, or will have limited access,
to certain information and personnel in other areas of Morgan Stanley and
generally will not manage the Fund
with the benefit
of the information held by such other areas. Morgan Stanley, due to its access
to and knowledge of funds, markets and securities
based on its prime brokerage and other businesses, may make decisions based on
information or take (or refrain from taking)
actions with respect to interests in investments of the kind held (directly or
indirectly) by the Fund
in a manner that may be adverse
to the
Fund, and will not have any obligation or other duty to share information with
the Adviser.
In
limited circumstances, however, including for purposes of managing business and
reputational risk, and subject to policies and procedures
and any applicable regulations, Morgan Stanley personnel, including personnel of
the Adviser, on one side of an information
barrier may have access to information and personnel on the other side of the
information barrier through “wall crossings.”
The Adviser faces conflicts of interest in determining whether to engage in such
wall crossings. Information obtained in connection
with such wall crossings may limit or restrict the ability of the Adviser to
engage in or otherwise effect transactions on behalf
of the Fund
(including purchasing or selling securities that the Adviser may otherwise have
purchased or sold for the
Fund in the
absence of a wall crossing). In managing conflicts of interest that arise
because of the foregoing, the Adviser generally will be subject
to fiduciary requirements. The Adviser may also implement internal information
barriers or ethical walls, and the conflicts described
herein with respect to information barriers and otherwise with respect to Morgan
Stanley and the Adviser will also apply internally
within the Adviser. As a result, the
Fund may not be permitted to transact in (e.g., dispose of a security in whole
or in part) during
periods when it otherwise would have been able to do so, which could adversely
affect the
Fund. Other investors in the security
that are not subject to such restrictions may be able to transact in the
security during such periods. There may also be circumstances
in which, as a result of information held by certain portfolio management teams
in the Adviser, the Adviser limits an activity
or transaction for the
Fund, including if the
Fund is managed by a portfolio management team other than the team holding
such
information.
Investments
by Morgan Stanley and its Affiliated Investment Accounts.
In serving in multiple capacities to Affiliated Investment Accounts,
Morgan Stanley, including the Adviser and its investment teams, may have
obligations to other clients or investors in Affiliated
Investment Accounts, the fulfillment of which may not be in the best interests
of the
Fund or its shareholders. The
Fund’s investment
objectives may overlap with the investment objectives of certain Affiliated
Investment Accounts. As a result, the members of
an investment team may face conflicts in the allocation of investment
opportunities among the
Fund and other investment funds, programs,
accounts and businesses advised by or affiliated with the Adviser. Certain
Affiliated Investment Accounts may provide for higher
management or incentive fees or greater expense reimbursements or overhead
allocations, all of which may contribute to this conflict
of interest and create an incentive for the Adviser to favor such other
accounts.
Morgan
Stanley currently invests and plans to continue to invest on its own behalf and
on behalf of its Affiliated Investment Accounts
in a wide variety of investment opportunities globally. Morgan Stanley and its
Affiliated Investment Accounts, to the extent consistent
with applicable law and policies and procedures, will be permitted to invest in
investment opportunities without making such
opportunities available to the
Fund beforehand. Subject to the foregoing, Morgan Stanley may offer investments
that fall into the
investment objectives of an Affiliated Investment Account to such account or
make such investment on its own behalf, even though
such investment also falls within the
Fund’s investment objectives. The
Fund may invest in opportunities that Morgan Stanley
and/or one or more Affiliated Investment Accounts has declined, and vice versa.
All of the foregoing may reduce the number of
investment opportunities available to the
Fund and may create conflicts of interest in allocating investment
opportunities. Investors
should note that the conflicts inherent in making such allocation decisions may
not always be resolved to the
Fund’s advantage.
There can be no assurance that the
Fund will have an opportunity to participate in certain opportunities that fall
within their
investment objectives.
To
seek to reduce potential conflicts of interest and to attempt to allocate such
investment opportunities in a fair and equitable manner,
the Adviser has implemented allocation policies and procedures. These policies
and procedures are intended to give all clients
of the Adviser, including the Fund,
fair access to investment opportunities consistent with the requirements of
organizational documents,
investment strategies, applicable laws and regulations, and the fiduciary duties
of the Adviser. Each client of the Adviser that
is subject to the allocation policies and procedures, including the
Fund, is assigned an investment team and portfolio manager(s) by
the Adviser. The investment team and portfolio managers review investment
opportunities and will decide with respect to the allocation
of each opportunity considering various factors and in accordance with the
allocation policies and procedures. The allocation
policies and procedures are subject to change. Investors should note that the
conflicts inherent in making such allocation decisions
may not always be resolved to the advantage of the
Fund.
It
is possible that Morgan Stanley or an Affiliated Investment Account, including
another Morgan Stanley Fund, will invest in or advise
(in the case of Morgan Stanley) a company that is or becomes a competitor of a
company of which the
Fund holds an investment.
Such investment could create a conflict between the Fund,
on the one hand, and Morgan Stanley or the Affiliated Investment
Account, on the other hand. In such a situation, Morgan Stanley may also have a
conflict in the allocation of its own resources
to the portfolio investment. Furthermore, certain Affiliated Investment Accounts
will be focused primarily on investing in other
funds which may have strategies that overlap and/or directly conflict and
compete with the
Fund.
In
addition, certain investment professionals who are involved in the
Fund’s activities remain responsible for the investment activities of
other Affiliated Investment Accounts managed by the Adviser and its affiliates,
and they will devote time to the management of such
investments and other newly created Affiliated Investment Accounts (whether in
the form of funds, separate accounts or other vehicles),
as well as their own investments. In addition, in connection with the management
of investments for other Affiliated Investment
Accounts, members of Morgan Stanley and its affiliates may serve on the boards
of directors of or advise companies which
may compete with the
Fund’s portfolio investments. Moreover, these Affiliated Investment Accounts
managed by Morgan Stanley
and its affiliates may pursue investment opportunities that may also be suitable
for the
Fund.
It
should be noted that Morgan Stanley may, directly or indirectly, make large
investments in certain of its Affiliated Investment Accounts,
and accordingly Morgan Stanley’s investment in the
Fund may not be a determining factor in the outcome of any of the foregoing
conflicts. Nothing herein restricts or in any way limits the activities of
Morgan Stanley, including its ability to buy or sell interests
in, or provide financing to, equity and/or debt instruments, funds or portfolio
companies, for its own accounts or for the accounts
of Affiliated Investment Accounts or other investment funds or clients in
accordance with applicable law.
Different
clients of the Adviser, including the
Fund, may invest in different classes of securities of the same issuer,
depending on the respective
clients’ investment objectives and policies. As a result, the Adviser and its
affiliates, at times, will seek to satisfy fiduciary obligations
to certain clients owning one class of securities of a particular issuer by
pursuing or enforcing rights on behalf of those clients
with respect to such class of securities, and those activities may have an
adverse effect on another client which owns a different class
of securities of such issuer. For example, if one client holds debt securities
of an issuer and another client holds equity securities of
the same issuer, if the issuer experiences financial or operational challenges,
the Adviser and its affiliates may seek a liquidation of the
issuer on behalf of the client that holds the debt securities, whereas the
client holding the equity securities may benefit from a reorganization
of the issuer. Thus, in such situations, the actions taken by the Adviser or its
affiliates on behalf of one client can negatively
impact securities held by another client. These conflicts also exist as between
the Adviser’s clients, including the Fund, and the
Affiliated Investment Accounts managed by Eaton Vance.
The
Adviser and its affiliates may give advice and recommend securities to other
clients which may differ from advice given to, or securities
recommended or bought for, the
Fund even though such other clients’ investment objectives may be similar to
those of the Fund.
The
Adviser and its affiliates manage long and short portfolios. The simultaneous
management of long and short portfolios creates conflicts
of interest in portfolio management and trading in that opposite directional
positions may be taken in client accounts, including
client accounts managed by the same investment team, and creates risks such as:
(i) the risk that short sale activity could
adversely
affect the market value of long positions in one or more portfolios (and vice
versa) and (ii) the risks associated with the trading
desk receiving opposing orders in the same security simultaneously. The Adviser
and its affiliates have adopted policies and procedures
that are reasonably designed to mitigate these conflicts. In certain
circumstances, the Adviser invests on behalf of itself in securities
and other instruments that would be appropriate for, held by, or may fall within
the investment guidelines of its clients, including
the
Fund. At times, the Adviser may give advice or take action for its own accounts
that differs from, conflicts with, or is adverse
to advice given or action taken for any client.
From
time to time, conflicts also arise due to the fact that certain securities or
instruments may be held in some client accounts, including
the
Fund, but not in others, or that client accounts may have different levels of
holdings in certain securities or instruments.
In addition, due to differences in the investment strategies or restrictions
among client accounts, the Adviser may take action
with respect to one account that differs from the action taken with respect to
another account. In some cases, a client account may
compensate the Adviser based on the performance of the securities held by that
account. The existence of such a performance based
fee may create additional conflicts of interest for the Adviser in the
allocation of management time, resources and investment opportunities.
The Adviser has adopted several policies and procedures designed to address
these potential conflicts including a code of
ethics and policies that govern the Adviser’s trading practices, including,
among other things, the aggregation and allocation of trades
among clients, brokerage allocations, cross trades and best
execution.
In
addition, at times an investment team will give advice or take action with
respect to the investments of one or more clients that is not
given or taken with respect to other clients with similar investment programs,
objectives, and strategies. Accordingly, clients with similar
strategies will not always hold the same securities or instruments or achieve
the same performance. The Adviser’s investment teams
also advise clients with conflicting programs, objectives or strategies. These
conflicts also exist as between the Adviser’s clients, including
the Fund, and the Affiliated Investment Accounts managed by Eaton
Vance.
Morgan
Stanley and its affiliates maintain separate trading desks that operate
independently of each other and do not share information
with the Adviser. The Morgan Stanley and affiliate trading desks may compete
against the Adviser trading desks when implementing
buy and sell transactions, possibly causing certain Affiliated Investment
Accounts to pay more or receive less for a security
than other Affiliated Investment Accounts.
Investments
by Separate Investment Departments.
The entities and individuals that provide investment-related services for the
Fund
and certain other MS Investment Accounts (the “MS Investment Department”) may be
different from the entities and individuals
that provide investment-related services to Eaton Vance Investment Accounts (the
“Eaton Vance Investment Department”
and, together with the MS Investment Department, the “Investment Departments”).
Although Morgan Stanley has implemented
information barriers between the Investment Departments in accordance with
internal policies and procedures, each Investment
Department may engage in discussions and share information and resources with
the other Investment Department on certain
investment-related matters. The sharing of information and resources between the
Investment Departments is designed to further
increase the knowledge and effectiveness of each Investment Department. Because
each Investment Department generally makes
investment decisions and executes trades independently of the other, the quality
and price of execution, and the performance of
investments and accounts, can be expected to vary. In addition, each Investment
Department may use different trading systems and
technology and may employ differing investment and trading strategies. As a
result, an Eaton Vance Investment Account could trade
in advance of the Fund (and vice versa), might complete trades more quickly and
efficiently than the Fund, and/or achieve different
execution than the Fund on the same or similar investments made
contemporaneously, even when the Investment Departments
shared research and viewpoints that led to that investment decision. Any sharing
of information or resources between the
Investment Department servicing the Fund and the Eaton Vance Investment
Department may result, from time to time, in the Fund
simultaneously or contemporaneously seeking to engage in the same or similar
transactions as an account serviced by the other Investment
Department and for which there are limited buyers or sellers on specific
securities, which could result in less favorable execution
for the Fund than such Affiliated Investment Account. The MS Investment
Department will not knowingly or intentionally
cause the Fund to engage in a cross trade with an account serviced by the Eaton
Vance Investment Department, however,
subject to applicable law and internal policies and procedures, the Fund may
conduct cross trades with other accounts serviced
by the MS Investment Department. Although the MS Investment Department may
aggregate the Fund’s trades with trades of
other accounts serviced by the MS Investment Department, subject to applicable
law and internal policies and procedures, there will
be no aggregation or coordination of trades with accounts serviced by the Eaton
Vance Investment Department, even when both Investment
Departments are seeking to acquire or dispose of the same investments
contemporaneously.
Payments
to Broker-Dealers and Other Financial Intermediaries.
The Adviser and/or the Distributor may pay compensation, out of
their own funds and not as an expense of the Fund, to certain Financial
Intermediaries (which may include affiliates of the Adviser and
the Distributor), including recordkeepers and administrators of various deferred
compensation plans, in connection with the sale, distribution,
marketing and retention of shares of the Fund and/or shareholder servicing. For
example, the Adviser or the Distributor may
pay additional compensation to a Financial Intermediary for, among other things,
promoting the sale and distribution of Fund shares,
providing access to various programs, mutual fund platforms or preferred or
recommended mutual fund lists that may be offered
by a Financial Intermediary, granting the Distributor access to a Financial
Intermediary’s financial advisors and consultants,
providing
assistance in the ongoing education and training of a Financial Intermediary’s
financial personnel, furnishing marketing support,
maintaining share balances and/or for sub-accounting, recordkeeping,
administrative, shareholder or transaction processing services.
Such payments are in addition to any distribution fees, shareholder servicing
fees and/or transfer agency fees that may be payable
by the Fund. The additional payments may be based on various factors, including
level of sales (based on gross or net sales or some
specified minimum sales or some other similar criteria related to sales of the
Fund and/or some or all other Morgan Stanley Funds),
amount of assets invested by the Financial Intermediary’s customers (which could
include current or aged assets of the Fund and/or
some or all other Morgan Stanley Funds), the
Fund’s advisory fee, some other agreed upon amount or other measures as
determined
from time to time by the Adviser and/or the Distributor. The amount of these
payments may be different for different Financial
Intermediaries.
The
prospect of receiving, or the receipt of, additional compensation, as described
above, by Financial Intermediaries may provide such
Financial Intermediaries and their financial advisors and other salespersons
with an incentive to favor sales of shares of the Fund over
other investment options with respect to which these Financial Intermediaries do
not receive additional compensation (or receives
lower levels of additional compensation). These payment arrangements, however,
will not change the price that an investor pays
for shares of the Fund or the amount that the Fund receives to invest on behalf
of an investor. Investors may wish to take such payment
arrangements into account when considering and evaluating any recommendations
relating to Fund shares and should review
carefully any disclosures provided by Financial Intermediaries as to their
compensation.
In
addition, in certain circumstances, the Adviser restricts, limits or reduces the
amount of the Fund’s investment, or restricts the type of
governance or voting rights it acquires or exercises, where the Fund
(potentially together with Morgan Stanley) exceeds a certain ownership
interest, or possesses certain degrees of voting or control or has other
interests.
Morgan
Stanley Trading and Principal Investing Activities.
Notwithstanding anything to the contrary herein, Morgan Stanley will
generally conduct its sales and trading businesses, publish research and
analysis, and render investment advice without regard for the
Fund’s holdings, although these activities could have an adverse impact on the
value of one or more of the Fund’s investments, or could
cause Morgan Stanley to have an interest in one or more portfolio investments
that is different from, and potentially adverse to that
of the
Fund. Furthermore, from time to time, the Adviser or its affiliates may invest
“seed” capital in the
Fund, typically to enable
the Fund to commence investment operations and/or achieve sufficient scale. The
Adviser and its affiliates may hedge such seed
capital exposure by investing in derivatives or other instruments expected to
produce offsetting exposure. Such hedging transactions,
if any, would occur outside of the
Fund.
Morgan
Stanley’s sales and trading, financing and principal investing businesses
(whether or not specifically identified as such, and including
Morgan Stanley’s trading and principal investing businesses) will not be
required to offer any investment opportunities to the
Fund. These businesses may encompass, among other things, principal trading
activities as well as principal investing.
Morgan
Stanley’s sales and trading, financing and principal investing businesses have
acquired or invested in, and in the future may acquire
or invest in, minority and/or majority control positions in equity or debt
instruments of diverse public and/or private companies.
Such activities may put Morgan Stanley in a position to exercise contractual,
voting or creditor rights, or management or other
control with respect to securities or loans of portfolio investments or other
issuers, and in these instances Morgan Stanley may, in
its discretion and subject to applicable law, act to protect its own interests
or interests of clients, and not the
Fund’s interests.
Subject
to the limitations of applicable law, the
Fund may purchase from or sell assets to, or make investments in, companies in
which
Morgan Stanley has or may acquire an interest, including as an owner, creditor
or counterparty.
Morgan
Stanley’s Investment Banking and Other Commercial Activities.
Morgan Stanley advises clients on a variety of mergers, acquisitions,
restructuring, bankruptcy and financing transactions. Morgan Stanley may act as
an advisor to clients, including other investment
funds that may compete with the
Fund and with respect to investments that the
Fund may hold. Morgan Stanley may give
advice and take action with respect to any of its clients or proprietary
accounts that may differ from the advice given, or may involve
an action of a different timing or nature than the action taken, by the
Fund. Morgan Stanley may give advice and provide recommendations
to persons competing with the
Fund and/or any of the
Fund’s investments that are contrary to the Fund’s best interests
and/or the best interests of any of its investments.
Morgan
Stanley could be engaged in financial advising, whether on the buy-side or
sell-side, or in financing or lending assignments that
could result in Morgan Stanley’s determining in its discretion or being required
to act exclusively on behalf of one or more third parties,
which could limit the
Fund’s ability to transact with respect to one or more existing or potential
investments. Morgan Stanley may
have relationships with third-party funds, companies or investors who may have
invested in or may look to invest in portfolio companies,
and there could be conflicts between the
Fund’s best interests, on the one hand, and the interests of a Morgan Stanley
client
or counterparty, on the other hand.
To
the extent that Morgan Stanley advises creditor or debtor companies in the
financial restructuring of companies either prior to or after
filing for protection under Chapter 11 of the U.S. Bankruptcy Code or similar
laws in other jurisdictions, the Adviser’s flexibility
in making investments in such restructurings on the
Fund’s behalf may be limited.
Morgan
Stanley could provide investment banking services to competitors of portfolio
companies, as well as to private equity and/or private
credit funds; such activities may present Morgan Stanley with a conflict of
interest vis-a-vis the
Fund’s investment and may also
result in a conflict in respect of the allocation of investment banking
resources to portfolio companies.
To
the extent permitted by applicable law, Morgan Stanley may provide a broad range
of financial services to companies in which the
Fund
invests, including strategic and financial advisory services, interim
acquisition financing and other lending and underwriting or placement
of securities, and Morgan Stanley generally will be paid fees (that may include
warrants or other securities) for such services.
Morgan Stanley will not share any of the foregoing interest, fees and other
compensation received by it (including, for the avoidance
of doubt, amounts received by the Adviser) with the
Fund, and any advisory fees payable will not be reduced thereby.
Morgan
Stanley may be engaged to act as a financial advisor to a company in connection
with the sale of such company, or subsidiaries
or divisions thereof, may represent potential buyers of businesses through its
mergers and acquisition activities and may provide
lending and other related financing services in connection with such
transactions. Morgan Stanley’s compensation for such activities
is usually based upon realized consideration and is usually contingent, in
substantial part, upon the closing of the transaction.
Under these circumstances, the
Fund may be precluded from participating in a transaction with or relating to
the company
being sold or participating in any financing activity related to merger or
acquisition.
The
involvement or presence of Morgan Stanley in the investment banking and other
commercial activities described above (or the financial
markets more broadly) may restrict or otherwise limit investment opportunities
that may otherwise be available to the Fund. For
example, issuers may hire and compensate Morgan Stanley to provide underwriting,
financial advisory, placement agency, brokerage
services or other services and, because of limitations imposed by applicable law
and regulation, the
Fund may be prohibited from
buying or selling securities issued by those issuers or participating in related
transactions or otherwise limited in its ability to engage
in such investments.
Morgan
Stanley’s Marketing Activities.
Morgan Stanley is engaged in the business of underwriting, syndicating,
brokering, administering,
servicing, arranging and advising on the distribution of a wide variety of
securities and other investments in which the
Fund
may invest. Subject to the restrictions of the 1940 Act, including Sections
10(f) and 17(e) thereof, the
Fund may invest in transactions
in which Morgan Stanley acts as underwriter, placement agent, syndicator,
broker, administrative agent, servicer, advisor, arranger
or structuring agent and receives fees or other compensation from the sponsors
of such products or securities. Any fees earned
by Morgan Stanley in such capacity will not be shared with the Adviser or the
Fund. Certain conflicts of interest, in addition to
the receipt of fees or other compensation, would be inherent in these
transactions. Moreover, the interests of one of Morgan Stanley’s
clients with respect to an issuer of securities in which the
Fund has an investment may be adverse to the Adviser’s or the
Fund’s
best interests. In conducting the foregoing activities, Morgan Stanley will be
acting for its other clients and will have no obligation
to act in the Adviser’s or the
Fund’s best interests.
Client
Relationships.
Morgan Stanley has existing and potential relationships with a significant
number of corporations, institutions and
individuals. In providing services to its clients, Morgan Stanley may face
conflicts of interest with respect to activities recommended
to or performed for such clients, on the one hand, and the
Fund, its shareholders or the entities in which the Fund invests,
on the other hand. In addition, these client relationships may present conflicts
of interest in determining whether to offer certain
investment opportunities to the
Fund.
In
acting as principal or in providing advisory and other services to its other
clients, Morgan Stanley may engage in or recommend activities
with respect to a particular matter that conflict with or are different from
activities engaged in or recommended by the Adviser
on the
Fund’s behalf.
Principal
Investments.
To the extent permitted by applicable law, there may be situations in which
the
Fund’s interests may conflict with
the interests of one or more general accounts of Morgan Stanley and its
affiliates or accounts managed by Morgan Stanley or its affiliates.
This may occur because these accounts hold public and private debt and equity
securities of many issuers which may be or become
portfolio companies, or from whom portfolio companies may be
acquired.
Transactions
with Portfolio Companies of Affiliated Investment Accounts.
The companies in which the
Fund may invest may be counterparties
to or participants in agreements, transactions or other arrangements with
portfolio companies or other entities of portfolio
investments of Affiliated Investment Accounts (for example, a company in which
the
Fund invests may retain a company in which
an Affiliated Investment Account invests to provide services or may acquire an
asset from such company or vice versa). Certain of
these agreements, transactions and arrangements involve fees, servicing
payments, rebates and/or other benefits to Morgan Stanley or
its affiliates. For example, portfolio entities may, including at the
encouragement of Morgan Stanley, enter into agreements regarding
group procurement and/or vendor discounts. Morgan Stanley and its affiliates may
also participate in these agreements and may
realize better pricing or discounts as a result of the participation of
portfolio entities. To the extent permitted by applicable law, certain
of these agreements may provide for commissions or similar payments and/or
discounts or rebates to be paid to a portfolio entity
of an Affiliated Investment Account, and such payments or discounts or rebates
may also be made directly to Morgan Stanley or
its affiliates. Under these arrangements, a particular portfolio company or
other entity may benefit to a greater degree than the other
participants, and the Morgan Stanley Funds, investment vehicles and accounts
(which may or may not include the
Fund) that
own
an interest in such entity will receive a greater relative benefit from the
arrangements than the Morgan Stanley Funds, investment
vehicles or accounts that do not own an interest therein. Fees and compensation
received by portfolio companies of Affiliated
Investment Accounts in relation to the foregoing will not be shared with
the
Fund or offset advisory fees payable.
Investments
in Portfolio Investments of Other Funds.
To the extent permitted by applicable law, when the
Fund invests in certain companies
or other entities, other funds affiliated with the Adviser may have made or may
be making an investment in such companies
or other entities. Other funds that have been or may be managed by the Adviser
may invest in the companies or other entities
in which the
Fund has made an investment. Under such circumstances, the
Fund and such other funds may have conflicts of interest
(e.g., over the terms, exit strategies and related matters, including the
exercise of remedies of their respective investments). If the
interests held by the
Fund are different from (or take priority over) those held by such other funds,
the Adviser may be required to
make a selection at the time of conflicts between the interests held by such
other funds and the interests held by the
Fund.
Allocation
of Expenses.
Expenses may be incurred that are attributable to the
Fund and one or more other Affiliated Investment Accounts
(including in connection with issuers in which the
Fund and such other Affiliated Investment Accounts have overlapping investments).
The allocation of such expenses among such entities raises potential conflicts
of interest. The Adviser and its affiliates intend
to allocate such common expenses among the
Fund and any such other Affiliated Investment Accounts on a pro rata basis or
in
such other manner as the Adviser deems to be fair and equitable or in such other
manner as may be required by applicable law.
Temporary
Investments.
To more efficiently invest short-term cash balances held by the
Fund, the Adviser may invest such balances on
an overnight “sweep” basis in shares of one or more money market funds or other
short-term vehicles. It is anticipated that the investment
adviser to these money market funds or other short-term vehicles may be the
Adviser (or an affiliate) to the extent permitted
by applicable law, including Rule 12d1-1 under the 1940 Act. In such a case, the
affiliated investment adviser may receive asset-based
fees in respect of the
Fund’s investment (which will reduce the net return realized by the
Fund).
Transactions
with Affiliates.
The Adviser and any investment sub-adviser might purchase securities from
underwriters or placement agents
in which a Morgan Stanley affiliate is a member of a syndicate or selling group,
as a result of which an affiliate might benefit from
the purchase through receipt of a fee or otherwise. Neither the Adviser nor any
investment sub-adviser will purchase securities on
behalf of the
Fund from an affiliate that is acting as a manager of a syndicate or selling
group. Purchases by the Adviser on behalf of
the
Fund from an affiliate acting as a placement agent must meet the requirements of
applicable law. Furthermore, Morgan Stanley
may face conflicts of interest when the
Fund uses service providers affiliated with Morgan Stanley because Morgan
Stanley receives
greater overall fees when they are used.
General
Process for Potential Conflicts.
All of the transactions described above involve the potential for conflicts of
interest between
the Adviser, related persons of the Adviser and/or their clients. The Advisers
Act, the 1940 Act and ERISA impose certain requirements
designed to decrease the possibility of conflicts of interest between an
investment adviser and its clients. In some cases, transactions
may be permitted subject to fulfillment of certain conditions. Certain other
transactions may be prohibited. In addition, the
Adviser has instituted policies and procedures designed to prevent conflicts of
interest from arising and, when they do arise, to ensure
that it effects transactions for clients in a manner that is consistent with its
fiduciary duty to its clients and in accordance with applicable
law. The Adviser seeks to ensure that potential or actual conflicts of interest
are appropriately resolved taking into consideration
the overriding best interests of the client.
FINANCIAL
STATEMENTS
FUND
COUNSEL
Dechert
LLP, located at 1095 Avenue of the Americas, New York, NY 10036, acts as the
Fund’s legal counsel.
*****
This
SAI and the Prospectus do not contain all of the information set forth in the
Registration Statement the Fund has filed with the SEC.
The complete Registration Statement may be obtained from the
SEC.
APPENDIX
A — MORGAN STANLEY INVESTMENT MANAGEMENT EQUITY PROXY VOTING POLICY
AND PROCEDURES
I.
POLICY STATEMENT
Morgan
Stanley Investment Management’s policy and procedures for voting proxies, the
Equity Proxy Voting Policy and Procedures (the
“Policy”), with respect to securities held in the accounts of clients applies to
those Morgan Stanley Investment Management (“MSIM”)
entities that provide discretionary investment management services and for which
an MSIM entity has authority to vote proxies1.
For purposes of this Policy, clients shall include: Morgan Stanley U.S.
registered investment companies, other Morgan Stanley
pooled investment vehicles, and MSIM separately managed accounts (including
accounts for Employee Retirement Income Security
(“ERISA”) clients and ERISA-equivalent clients). This Policy is reviewed and
updated as necessary to address new and evolving
proxy voting issues and standards.
The
MSIM entities covered by this Policy currently include the following: Morgan
Stanley AIP GP LP, Morgan Stanley Investment Management
Inc., Morgan Stanley Investment Management Limited, Morgan Stanley Investment
Management Company, Morgan Stanley
Saudi Arabia, MSIM Fund Management (Ireland) Limited, Morgan Stanley Asia
Limited, Morgan Stanley Investment Management
(Japan) Co. Limited, Morgan Stanley Investment Management Private Limited,
Morgan Stanley Eaton Vance CLO Manager
LLC, and, Morgan Stanley Eaton Vance CLO CM LLC (each an “MSIM Affiliate” and
collectively referred to as the “MSIM
Affiliates” or as “we” below).
Each
MSIM Affiliate will use its best efforts to vote proxies as part of its
authority to manage, acquire and dispose of account assets.
■ |
With
respect to the U.S. registered investment companies sponsored, managed or
advised by any MSIM Affiliate (the “MS Funds”),
each MSIM Affiliate will vote proxies under this Policy pursuant to
authority granted under its applicable investment advisory
agreement or, in the absence of such authority, as authorized by the Board
of Directors/Trustees of the MS Funds. |
■ |
For
other pooled investment vehicles (e.g., UCITS), each MSIM Affiliate will
vote proxies under this Policy pursuant to authority
granted under its applicable investment advisory agreement or, in the
absence of such authority, as authorized by the relevant
governing board. |
■ |
For
separately managed accounts (including ERISA and ERISA-equivalent
clients), each MSIM Affiliate will vote proxies under this
Policy pursuant to authority granted under the applicable investment
advisory agreement or investment management agreement.
Where an MSIM Affiliate has the authority to vote proxies on behalf of
ERISA and ERISA-equivalent clients, the MSIM
Affiliate must do so in accordance with its fiduciary duties under ERISA
(and the Internal Revenue Code). |
■ |
In
certain situations, a client or its fiduciary may reserve the authority to
vote proxies for itself or an outside party or may provide
an MSIM Affiliate with a statement of proxy voting policy. The MSIM
Affiliate will comply with the client’s
policy. |
An
MSIM Affiliate will not vote proxies unless the investment management agreement,
investment advisory agreement or other authority
explicitly authorizes the MSIM Affiliate to vote proxies.
MSIM
Affiliates will vote proxies in a prudent and diligent manner and in the best
interests of clients, including beneficiaries of and participants
in a client’s benefit plan(s) for which the MSIM Affiliates manage assets,
consistent with the objective of maximizing long-term
investment returns (“Client Proxy Standard”) and this Policy. In addition to
voting proxies of portfolio companies, MSIM routinely
engages with, or, in some cases, may engage a third party to engage with, the
management or board of companies in which we
invest on a range of environmental, social and governance issues. Governance is
a window into or proxy for management and board
quality. MSIM engages with companies where we have larger positions, voting
issues are material or where we believe we can make
a positive impact on the governance structure. MSIM’s engagement process,
through private communication with companies, allows
us to understand the governance structures at investee companies and better
inform our voting decisions.
1 |
This
Policy does not apply to MSIM’s authority to exercise certain
decision-making rights associated with investments in loans and other
fixed income instruments (collectively,
for purposes hereof, “Fixed Income
Instruments”). |
Retention
and Oversight of Outsourced Proxy Voting
- Certain MSIM exchange-traded funds (“ETFs”) will follow Calvert Research
and Management’s (“Calvert”) Proxy Voting Policies and Procedures and the Global
Proxy Voting Guidelines set forth in Appendix
A of the Calvert Proxy Voting Policies and Procedures. MSIM’s oversight of
Calvert’s proxy voting engagement is ongoing pursuant
to the 40 Act Fund Service Provider and Vendor Oversight Policy.
Retention
and Oversight of Proxy Advisory Firms
- Institutional Shareholder Services (“ISS”) and Glass Lewis (together
with other proxy
research providers as we may retain from time to time, the “Research Providers”)
are independent advisers that specialize in providing
a variety of fiduciary-level proxy-related services to institutional investment
managers, plan sponsors, custodians, consultants,
and other institutional investors. The services provided include in-depth
research, global issuer analysis, record retention, ballot
processing and voting recommendations.
To
facilitate proxy voting, MSIM has retained Research Providers to provide company
level reports that summarize key data elements contained
within an issuer’s proxy statement. Although we are aware of the voting
recommendations included in the Research Providers’
company level reports, these recommendations are not an input into our vote nor
is any potential vote prepopulated based on
a Research Provider’s research. MSIM votes all proxies based on its own proxy
voting policies, consultation with the investment
teams,
and in the best interests of each client. In addition to research, MSIM retains
ISS to provide vote execution, reporting, and recordkeeping
services.
As
part of MSIM’s ongoing oversight of the Research Providers, MSIM performs
periodic due diligence on the Research Providers. Topics
of the reviews include, but are not limited to, conflicts of interest,
methodologies for developing their policies and vote recommendations,
and resources.
Voting
Proxies for Certain Non-U.S. Companies
- Voting proxies of companies located in some jurisdictions may involve several
problems
that can restrict or prevent the ability to vote such proxies or entail
significant costs. These problems include, but are not limited
to: (i) proxy statements and ballots being written in a language other than
English; (ii) untimely and/or inadequate notice of shareholder
meetings; (iii) restrictions on the ability of holders outside the issuer’s
jurisdiction of organization to exercise votes; (iv) requirements
to vote proxies in person; (v) the imposition of restrictions on the sale of the
securities for a period of time in proximity to
the shareholder meeting; and (vi) requirements to provide local agents with
power of attorney to facilitate our voting instructions. As
a result, we vote clients’ non-U.S. proxies on a best efforts basis only, after
weighing the costs and benefits of voting such proxies, consistent
with the Client Proxy Standard. ISS has been retained to provide assistance in
connection with voting non-U.S. proxies.
Securities
Lending
- MS Funds or any other investment vehicle sponsored, managed or advised by an
MSIM affiliate may participate
in a securities lending program through a third party provider. The voting
rights for shares that are out on loan are transferred
to the borrower and therefore, the lender (i.e., an MS Fund or another
investment vehicle sponsored, managed or advised by
an MSIM affiliate) is not entitled to vote the lent shares at the company
meeting. In general, MSIM believes the revenue received from
the lending program outweighs the ability to vote and we will not recall shares
for the purpose of voting. However, in cases in which
MSIM believes the right to vote outweighs the revenue received, we reserve the
right to recall the shares on loan on a best efforts
basis.
II.
GENERAL PROXY VOTING GUIDELINES
To
promote consistency in voting proxies on behalf of our clients, we follow this
Policy (subject to any exception set forth herein). As
noted
above, certain ETFs will follow Calvert’s Global Proxy Voting Guidelines set
forth in Appendix A of Calvert’s Proxy Voting Policies
and Procedures and the proxy voting guidelines discussed in this section do not
apply to such ETFs. See Appendix A of Calvert’s
Proxy Voting Policies and Procedures for a general discussion of the proxy
voting guidelines to which these ETFs will be subject.
The
Policy addresses a broad range of issues, and provides general voting parameters
on proposals that arise most frequently. However,
details of specific proposals vary, and those details affect particular voting
decisions, as do factors specific to a given company.
Pursuant to the procedures set forth herein, we may vote in a manner that is not
in accordance with the following general guidelines,
provided the vote is approved by the Proxy Review Committee (see Section 3) and
is consistent with the Client Proxy Standard.
Morgan Stanley AIP GP LP (“Morgan Stanley AIP”) will follow the procedures as
described in Appendix A.
We
endeavor to integrate governance and proxy voting policy with investment goals,
using the vote to encourage portfolio companies to
enhance long-term shareholder value and to provide a high standard of
transparency such that equity markets can value corporate assets
appropriately.
We
seek to follow the Client Proxy Standard for each client. At times, this may
result in split votes, for example when different clients
have varying economic interests and/or priorities reflected in their mandates
with respect to the outcome of a particular voting matter
(such as a case in which varied ownership interests in two companies involved in
a merger result in different stakes in the outcome).
We also may split votes at times based on differing views of portfolio
managers.
We
may abstain from or vote against matters for which disclosure is
inadequate.
A.
Routine Matters.
We
generally support routine management proposals. The following are examples of
routine management proposals:
■ |
Approval
of financial statements and auditor reports if delivered with an
unqualified auditor’s opinion. |
■ |
General
updating/corrective amendments to the charter, articles of association or
bylaws, unless we believe that such amendments
would diminish shareholder rights. |
■ |
Most
proposals related to the conduct of the annual meeting, with the following
exceptions. We generally oppose proposals that relate
to “the transaction of such other business which may come before the
meeting,” and open-ended requests for adjournment.
However, where management specifically states the reason for requesting an
adjournment and the requested adjournment
would facilitate passage of a proposal that would otherwise be supported
under this Policy (i.e., an uncontested corporate
transaction), the adjournment request will be supported. We do not support
proposals that allow companies to call a special
meeting with a short (generally two weeks or less) time frame for
review. |
We
generally support shareholder proposals advocating confidential voting
procedures and independent tabulation of voting results.
MSIM
is supportive of the use of technology to conduct virtual shareholder meetings
in parallel with physical meetings, for increased investor
participation. However, adoption of a ‘virtual-only’ approach would restrict
meaningful exchange between the company and shareholders.
Therefore, MSIM is generally not supportive of proposals seeking authority to
conduct virtual-only shareholder meetings.
B.
Board of Directors.
1 |
Election
of Directors: Votes on board nominees can involve balancing a variety of
considerations. In vote decisions, we may take into
consideration whether the company has a majority voting policy in place
that we believe makes the director vote more meaningful.
In the absence of a proxy contest, we generally support the board’s
nominees for director except as follows: |
a |
We
consider withholding support from or voting against a nominee if we
believe a direct conflict exists between the interests
of the nominee and the public shareholders, including failure to meet
fiduciary standards of care and/or loyalty. We
may oppose directors where we conclude that actions of directors are
unlawful, unethical or negligent. We consider opposing
individual board members or an entire slate if we believe the board is
entrenched and/or dealing inadequately with
performance problems; if we believe the board is acting with insufficient
independence between the board and management;
or if we believe the board has not been sufficiently forthcoming with
information on key governance or other material
matters. |
b |
We
consider withholding support from or voting against interested directors
if the company’s board does not meet market standards
for director independence, or if otherwise we believe board independence
is insufficient. We refer to prevalent market
standards as promulgated by a stock exchange or other authority within a
given market (e.g., New York Stock Exchange
or Nasdaq rules for most U.S. companies, and The Combined Code on
Corporate Governance in the United Kingdom).
Thus, for an NYSE company with no controlling shareholder, we would expect
that at a minimum a majority of
directors should be independent as defined by NYSE. Where we view market
standards as inadequate, we may withhold votes
based on stronger independence standards. Market standards
notwithstanding, we generally do not view long board tenure
alone as a basis to classify a director as
non-independent. |
i |
At
a company with a shareholder or group that controls the company by virtue
of a majority economic interest in the company,
we have a reduced expectation for board independence, although we believe
the presence of independent directors
can be helpful, particularly in staffing the audit committee, and at times
we may withhold support from or vote
against a nominee on the view the board or its committees are not
sufficiently independent. In markets where board
independence is not the norm (e.g. Japan), however, we consider factors
including whether a board of a controlled
company includes independent members who can be expected to look out for
interests of minority holders. |
ii |
We
consider withholding support from or voting against a nominee if he or she
is affiliated with a major shareholder that
has representation on a board disproportionate to its economic
interest. |
c |
Depending
on market standards, we consider withholding support from or voting
against a nominee who is interested and who
is standing for election as a member of the company’s
compensation/remuneration, nominating/governance or audit committee. |
d |
We
consider withholding support from or voting against nominees if the term
for which they are nominated is excessive. We
consider this issue on a market-specific basis. |
e |
We
consider withholding support from or voting against nominees if in our
view there has been insufficient board renewal (turnover),
particularly in the context of extended poor company performance. Also, if
the board has failed to consider diversity,
including but not limited to, gender and ethnicity, in its board
composition. |
f |
We
consider withholding support from or voting against a nominee standing for
election if the board has not taken action to
implement generally accepted governance practices for which there is a
“bright line” test. For example, in the context of the
U.S. market, failure to eliminate a dead hand or slow hand poison pill
would be seen as a basis for opposing one or more
incumbent nominees. |
g |
In
markets that encourage designated audit committee financial experts, we
consider voting against members of an audit committee
if no members are designated as such. We also consider voting against the
audit committee members if the company
has faced financial reporting issues and/or does not put the auditor up
for ratification by shareholders. |
h |
We
believe investors should have the ability to vote on individual nominees,
and may abstain or vote against a slate of nominees
where we are not given the opportunity to vote on individual
nominees. |
i |
We
consider withholding support from or voting against a nominee who has
failed to attend at least 75% of the nominee’s board
and board committee meetings within a given year without a reasonable
excuse. We also consider opposing nominees
if the company does not meet market standards for disclosure on
attendance. |
j |
We
consider withholding support from or voting against a nominee who appears
overcommitted, particularly through service
on an excessive number of boards. Market expectations are incorporated
into this analysis; for U.S. boards, we generally
oppose election of a nominee who serves on more than five public company
boards (excluding investment |
| companies),
or public company CEOs that serve on more than two outside boards given
the level of time commitment required
in their primary job. |
k |
We
consider withholding support from or voting against a nominee where we
believe executive remuneration practices are poor,
particularly if the company does not offer shareholders a separate
“say-on-pay” advisory vote on pay. |
2 |
Discharge
of Directors’ Duties: In markets where an annual discharge of directors’
responsibility is a routine agenda item, we generally
support such discharge. However, we may vote against discharge or abstain
from voting where there are serious findings
of fraud or other unethical behavior for which the individual bears
responsibility. The annual discharge of responsibility represents
shareholder approval of disclosed actions taken by the board during the
year and may make future shareholder action against
the board difficult to pursue. |
3 |
Board
Independence: We generally support U.S. shareholder proposals requiring
that a certain percentage (up to 66⅔%) of the company’s
board members be independent directors, and promoting all-independent
audit, compensation and nominating/governance
committees. |
4 |
Board
Diversity: We generally support shareholder proposals urging diversity of
board membership with respect to gender, race or
other factors where we believe the board has failed to take these factors
into account. We will also consider not supporting the re-election
of the nomination committee and/or chair (or other resolutions when the
nomination chair is not up for re- election) where
we perceive limited progress in gender diversity, with the expectation
where feasible and with consideration of any idiosyncrasies
of individual markets, that female directors represent not less than a
third of the board, unless there is evidence that
the company has made significant progress in this area. In markets where
information on director ethnicity is available, and it
is legal to obtain it, and where it is relevant, we will generally also
consider not supporting the re-election of the nomination committee
chair (or other resolutions when the nomination chair is not up for
re-election) if the board lacks ethnic diversity and has
not outlined a credible diversity strategy. |
5 |
Majority
Voting: We generally support proposals requesting or requiring majority
voting policies in election of directors, so long as
there is a carve-out for plurality voting in the case of contested
elections. |
6 |
Proxy
Access: We consider proposals on procedures for inclusion of shareholder
nominees and to have those nominees included in
the company’s proxy statement and on the company’s proxy ballot on a
case-by-case basis. Considerations include ownership thresholds,
holding periods, the number of directors that shareholders may nominate
and any restrictions on forming a group. |
7 |
Reimbursement
for Dissident Nominees: We generally support well-crafted U.S. shareholder
proposals that would provide for reimbursement
of dissident nominees elected to a board, as the cost to shareholders in
electing such nominees can be factored into
the voting decision on those nominees. |
8 |
Proposals
to Elect Directors More Frequently: In the U.S. public company context, we
usually support shareholder and management
proposals to elect all directors annually (to “declassify” the board),
although we make an exception to this policy where
we believe that long-term shareholder value may be harmed by this change
given particular circumstances at the company at
the time of the vote on such proposal. As indicated above, outside the
United States, we generally support greater accountability
to shareholders that comes through more frequent director elections, but
recognize that many markets embrace longer
term lengths, sometimes for valid reasons given other aspects of the legal
context in electing boards. |
9 |
Cumulative
Voting: We generally support proposals to eliminate cumulative voting in
the U.S. market context. (Cumulative voting
provides that shareholders may concentrate their votes for one or a
handful of candidates, a system that can enable a minority
bloc to place representation on a board.) U.S. proposals to establish
cumulative voting in the election of directors generally
will not be supported. |
10 |
Separation
of Chairman and CEO Positions: We vote on shareholder proposals to
separate the Chairman and CEO positions and/or
to appoint an independent Chairman based in part on prevailing practice in
particular markets, since the context for such
a practice varies. In many non-U.S. markets, we view separation of the
roles as a market standard practice, and support division
of the roles in that context. In the United States, we consider such
proposals on a case-by-case basis, considering, among
other things, the existing board leadership structure, company
performance, and any evidence of entrenchment or perceived
risk that power is overly concentrated in a single
individual. |
11 |
Director
Retirement Age and Term Limits: Proposals setting or recommending director
retirement ages or director term limits are
voted on a case-by-case basis that includes consideration of company
performance, the rate of board renewal, evidence of effective
individual director evaluation processes, and any indications of
entrenchment. |
12 |
Proposals
to Limit Directors’ Liability and/or Broaden Indemnification of Officers
and Directors: Generally, we will support such
proposals provided that an individual is eligible only if he or she has
not acted in bad faith, with gross negligence or with reckless
disregard of their duties. |
C.
Statutory Auditor Boards.
The
statutory auditor board, which is separate from the main board of directors,
plays a role in corporate governance in several markets.
These boards are elected by shareholders to provide assurance on compliance with
legal and accounting standards and the
company’s
articles of association. We generally vote for statutory auditor nominees if
they meet independence standards. In markets that
require disclosure on attendance by internal statutory auditors, however, we
consider voting against nominees for these positions who
failed to attend at least 75% of meetings in the previous year. We also consider
opposing nominees if the company does not meet
market standards for disclosure on attendance.
D.
Corporate Transactions and Proxy Fights.
We
examine proposals relating to mergers, acquisitions and other special corporate
transactions (i.e., takeovers, spin-offs, sales of assets,
reorganizations, restructurings and recapitalizations) on a case-by-case basis
in the interests of each fund or other account. Proposals
for mergers or other significant transactions that are friendly and approved by
the Research Providers usually are supported if
there is no portfolio manager objection. We also analyze proxy contests on a
case-by-case basis.
E.
Changes in Capital Structure.
1 |
We
generally support the following: |
■ |
Management
and shareholder proposals aimed at eliminating unequal voting rights,
assuming fair economic treatment of classes
of shares we hold. |
■ |
U.S.
management proposals to increase the authorization of existing classes of
common stock (or securities convertible into common
stock) if: (i) a clear business purpose is stated that we can support and
the number of shares requested is reasonable
in relation to the purpose for which authorization is requested; and/or
(ii) the authorization does not exceed 100%
of shares currently authorized and at least 30% of the total new
authorization will be outstanding. (We consider proposals
that do not meet these criteria on a case-by-case
basis.) |
■ |
U.S.
management proposals to create a new class of preferred stock or for
issuances of preferred stock up to 50% of issued capital,
unless we have concerns about use of the authority for anti-takeover
purposes. |
■ |
Proposals
in non-U.S. markets that in our view appropriately limit potential
dilution of existing shareholders. A major consideration
is whether existing shareholders would have preemptive rights for any
issuance under a proposal for standing share
issuance authority. We generally consider market-specific guidance in
making these decisions; for example, in the U.K.
market we usually follow Association of British Insurers’ (“ABI”)
guidance, although company-specific factors may be considered
and for example, may sometimes lead us to voting against share
authorization proposals even if they meet ABI guidance. |
■ |
Management
proposals to authorize share repurchase plans, except in some cases in
which we believe there are insufficient protections
against use of an authorization for anti-takeover
purposes. |
■ |
Management
proposals to reduce the number of authorized shares of common or preferred
stock, or to eliminate classes of preferred
stock. |
■ |
Management
proposals to effect stock splits. |
■ |
Management
proposals to effect reverse stock splits if management proportionately
reduces the authorized share amount set
forth in the corporate charter. Reverse stock splits that do not adjust
proportionately to the authorized share amount generally
will be approved if the resulting increase in authorized shares coincides
with the proxy guidelines set forth above for
common stock increases. |
■ |
Management
dividend payout proposals, except where we perceive company payouts to
shareholders as inadequate. |
2 |
We
generally oppose the following (notwithstanding management
support): |
■ |
Proposals
to add classes of stock that would substantially dilute the voting
interests of existing shareholders. |
■ |
Proposals
to increase the authorized or issued number of shares of existing classes
of stock that are unreasonably dilutive, particularly
if there are no preemptive rights for existing shareholders. However,
depending on market practices, we consider
voting for proposals giving general authorization for issuance of shares
not subject to preemptive rights if the authority
is limited. |
■ |
Proposals
that authorize share issuance at a discount to market rates, except where
authority for such issuance is de minimis,
or if there is a special situation that we believe justifies such
authorization (as may be the case, for example, at a company
under severe stress and risk of
bankruptcy). |
■ |
Proposals
relating to changes in capitalization by 100% or
more. |
We
consider on a case-by-case basis shareholder proposals to increase dividend
payout ratios, in light of market practice and perceived market
weaknesses, as well as individual company payout history and current
circumstances. For example, currently we perceive low payouts
to shareholders as a concern at some Japanese companies, but may deem a low
payout ratio as appropriate for a growth company
making good use of its cash, notwithstanding the broader market
concern.
F.
Takeover Defenses and Shareholder Rights.
1 |
Shareholder
Rights Plans: We generally support proposals to require shareholder
approval or ratification of shareholder rights plans
(poison pills). In voting on rights plans or similar takeover defenses, we
consider on a case-by-case basis whether the company
has demonstrated a need for the defense in the context of promoting
long-term share value; whether provisions of the defense
are in line with generally accepted governance principles in the market
(and specifically the presence of an adequate qualified
offer provision that would exempt offers meeting certain conditions from
the pill); and the specific context if the proposal
is made in the midst of a takeover bid or contest for
control. |
2 |
Supermajority Voting
Requirements: We generally oppose requirements for supermajority votes to
amend the charter or bylaws, unless
the provisions protect minority shareholders where there is a large
shareholder. In line with this view, in the absence of a large
shareholder we support reasonable shareholder proposals to limit such
supermajority voting requirements. Also, we oppose provisions
that do not allow shareholders any right to amend the charter or
bylaws. |
3 |
Shareholders
Right to Call a Special Meeting: We consider proposals to enhance a
shareholder’s rights to call meetings on a case-by-case
basis. At large-cap U.S. companies, we generally support efforts to
establish the right of holders of 10% or more of shares
to call special meetings, unless the board or state law has set a policy
or law establishing such rights at a threshold that we believe
to be acceptable. |
4 |
Written
Consent Rights: In the U.S. context, we examine proposals for shareholder
written consent rights on a case-by-case basis. |
5 |
Reincorporation:
We consider management and shareholder proposals to reincorporate to a
different jurisdiction on a case-by-case
basis. We oppose such proposals if we believe the main purpose is to take
advantage of laws or judicial precedents that reduce
shareholder rights. |
6 |
Anti-greenmail
Provisions: Proposals relating to the adoption of anti-greenmail
provisions will be supported, provided that the proposal:
(i) defines greenmail; (ii) prohibits buyback offers to large block
holders (holders of at least 1% of the outstanding shares
and in certain cases, a greater amount) not made to all shareholders or
not approved by disinterested shareholders; and (iii)
contains no anti-takeover measures or other provisions restricting the
rights of shareholders. |
7 |
Bundled
Proposals: We may consider opposing or abstaining on proposals if
disparate issues are “bundled” and presented for a single
vote. |
G.
Auditors.
We
generally support management proposals for selection or ratification of
independent auditors. However, we may consider opposing
such proposals with reference to incumbent audit firms if the company has
suffered from serious accounting irregularities and
we believe rotation of the audit firm is appropriate, or if fees paid to the
auditor for non-audit-related services are excessive. Generally,
to determine if non-audit fees are excessive, a 50% test will be applied (i.e.,
non-audit-related fees should be less than 50% of
the total fees paid to the auditor). We generally vote against proposals to
indemnify auditors.
H.
Executive and Director Remuneration.
1 |
We
generally support the following: |
■ |
Proposals
for employee equity compensation plans and other employee ownership plans,
provided that our research does not
indicate that approval of the plan would be against shareholder interest.
Such approval may be against shareholder interest
if it authorizes excessive dilution and shareholder cost, particularly in
the context of high usage (“run rate”) of equity
compensation in the recent past; or if there are objectionable plan design
and provisions. |
■ |
Proposals
relating to fees to outside directors, provided the amounts are not
excessive relative to other companies in the country
or industry, and provided that the structure is appropriate within the
market context. While stock-based compensation
to outside directors is positive if moderate and appropriately structured,
we are wary of significant stock option
awards or other performance-based awards for outside directors, as well as
provisions that could result in significant forfeiture
of value on a director’s decision to resign from a board (such forfeiture
can undercut director independence). |
■ |
Proposals
for employee stock purchase plans that permit discounts, but only for
grants that are part of a broad-based employee
plan, including all non-executive employees, and only if the discounts are
limited to a reasonable market standard
or less. |
■ |
Proposals
for the establishment of employee retirement and severance plans, provided
that our research does not indicate that
approval of the plan would be against shareholder
interest. |
2 |
We
generally oppose retirement plans and bonuses for non-executive directors
and independent statutory auditors. |
3 |
In
the U.S. context, we generally vote against shareholder proposals
requiring shareholder approval of all severance agreements, but
we generally support proposals that require shareholder approval for
agreements in excess of three times the annual compensation
(salary and bonus) or proposals that require companies to adopt a
provision requiring an executive to receive accelerated
vesting of equity awards if there is a change of control and the executive
is terminated. We generally oppose |
| shareholder
proposals that would establish arbitrary caps on pay. We consider on a
case-by-case basis shareholder proposals that seek
to limit Supplemental Executive Retirement Plans (SERPs), but support such
shareholder proposals where we consider SERPs
excessive. |
4 |
Shareholder
proposals advocating stronger and/or particular pay-for-performance models
will be evaluated on a case-by-case basis,
with consideration of the merits of the individual proposal within the
context of the particular company and its labor markets,
and the company’s current and past practices. While we generally support
emphasis on long-term components of senior
executive pay and strong linkage of pay to performance, we consider
factors including whether a proposal may be overly prescriptive,
and the impact of the proposal, if implemented as written, on recruitment
and retention. |
5 |
We
generally support proposals advocating reasonable senior executive and
director stock ownership guidelines and holding requirements
for shares gained in executive equity compensation
programs. |
6 |
We
generally support shareholder proposals for reasonable “claw-back”
provisions that provide for company recovery of senior executive
bonuses to the extent they were based on achieving financial benchmarks
that were not actually met in light of subsequent
restatements. |
7 |
Management
proposals effectively to re-price stock options are considered on a
case-by-case basis. Considerations include the company’s
reasons and justifications for a re-pricing, the company’s competitive
position, whether senior executives and outside directors
are excluded, potential cost to shareholders, whether the re-pricing or
share exchange is on a value-for-value basis, and whether
vesting requirements are extended. |
8 |
Say-on-Pay:
We consider proposals relating to an advisory vote on remuneration on a
case-by-case basis. Considerations include a
review of the relationship between executive remuneration and performance
based on operating trends and total shareholder return
over multiple performance periods. In addition, we review remuneration
structures and potential poor pay practices, including
relative magnitude of pay, discretionary bonus awards, tax gross ups,
change-in-control features, internal pay equity and
peer group construction. As long-term investors, we support remuneration
policies that align with long-term shareholder returns. |
I.
Social and Environmental Issues.
Shareholders in the United States and certain other markets submit proposals
encouraging changes
in company disclosure and practices related to particular social and
environmental matters. MSIM believes that relevant social
and environmental issues, including principal adverse sustainability impacts,
can influence risk and return. Consequently, we consider
how to vote on proposals related to social and environmental issues on a
case-by-case basis by determining the relevance of
social and environmental issues identified in the proposal and their likely
impacts on shareholder value. In reviewing proposals on social
and environmental issues, we consider a company’s current disclosures and our
understanding of the company’s management of
material social and environmental issues in comparison to peers. We seek to
balance concerns on reputational and other risks that lie
behind a proposal against costs of implementation, while considering appropriate
shareholder and management prerogatives. We may
abstain from voting on proposals that do not have a readily determinable
financial impact on shareholder value and we may oppose
proposals that intrude excessively on management prerogatives and/or board
discretion. We generally vote against proposals requesting
reports or actions that we believe are duplicative, related to matters not
material to the business, or that would impose unnecessary
or excessive costs. We consider proposals on these sustainability risks,
opportunities and impacts on a case-by-case basis but
generally support proposals that seek to enhance useful disclosure. We focus on
understanding the company’s business and commercial
context and recognise that there is no one size fits all that can apply to all
companies. In assessing and prioritising proposals,
we carefully reflect on the materiality of the issues as well as the sector and
geography in which the company operates. We also
consider the explanation companies provide where they may depart from best
practice to assess the adequacy and appropriateness of
measures that are in place.
Environmental Issues
We
generally support proposals that, if implemented, would enhance useful
disclosure on climate, biodiversity, and other environmental
risks, such as disclosures aligned with SASB (Sustainability Accounting
Standards Board) and the TCFD (Task Force on
Climate-related Financial Disclosures). We also generally support proposals that
aim to meaningfully reduce or mitigate a company’s
impact on the global climate and encourage companies to use independently
verified Science Based Targets to ensure emissions
are in line with the Paris Agreement on Climate Change, which should ultimately
help companies manage long-term climate-related
risks. We generally will support reasonable proposals to reduce negative
environmental impacts and ameliorate a company’s
overall environmental footprint, including any threats to biodiversity in
ecologically sensitive areas. We generally will also support
proposals asking companies to report on their environmental practices, policies
and impacts, including environmental damage
and health risks resulting from operations, and the impact of environmental
liabilities on shareholder value.
Social Issues
We
generally support proposals that, if implemented, would enhance useful
disclosure on employee and board diversity, including gender,
race, and other factors. We consider proposals on other social issues on a
case-by-case basis but generally support proposals that:
■ |
Seek
to enhance useful disclosure or improvements on material issues such as
human rights risks, supply chain management, workplace
safety, human capital management and pay
equity. |
■ |
Encourage
policies to eliminate gender-based violence and other forms of harassment
from the workplace. |
■ |
Seek
disclosure of relevant diversity policies and meaningful workforce
diversity data, including EEO-1 data. |
We
may consider withholding support where we have material concerns in relation to
a company’s involvement/remediation of a breach
of global conventions such as UN Global Compact Principles on Human Rights,
Labour Standards, Environment and Business
Malpractice.
J.
Funds of Funds.
Certain MS Funds advised by an MSIM Affiliate invest only in other MS Funds. If
an underlying fund has a shareholder
meeting, in order to avoid any potential conflict of interest, such proposals
will be voted in the same proportion as the votes
of the other shareholders of the underlying fund, unless otherwise determined by
the Proxy Review Committee. In markets where
proportional voting is not available we will not vote at the meeting, unless
otherwise determined by the Proxy Review Committee.
Other MS Funds invest in unaffiliated funds. If an unaffiliated underlying fund
has a shareholder meeting and the MS Fund
owns more than 25% of the voting shares of the underlying fund, the MS Fund will
vote its shares in the unaffiliated underlying
fund in the same proportion as the votes of the other shareholders of the
underlying fund to the extent possible.
Voting Conditions Triggered Under Rule
12d1-4
Rule
12d1-4 sets forth the conditions under which a registered fund (“acquiring
fund”) may invest in excess of the statutory limits of Section
12(d)(1) of the 1940 Act (for example by owning more than 3% of the total
outstanding voting stock) in another registered fund
(“acquired fund”). In the event that a Morgan Stanley “acquiring fund” invests
in an “acquired fund” in reliance on Rule 12d1-4
under the 1940 Act, and the MS Fund and its “advisory group” (as defined in Rule
12d1-4) hold more than (i) 25% of the total outstanding
voting stock of a particular open-end fund (including ETFs) or (ii) 10% of the
total outstanding voting stock of a particular
closed-end fund, the Morgan Stanley “acquiring fund” and its “advisory group”
will be required to vote all shares of the open-
or closed-end fund held by the fund and its “advisory group” in the same
proportion as the votes of the other shareholders of the
open- or closed-end fund.
Because
MSIM and Eaton Vance are generally considered part of the same “advisory group,”
an Eaton Vance “acquiring fund” that is required
to comply with the voting conditions set forth in Rule 12d1-4 could potentially
implicate voting conditions for a MS Fund invested
in the same open- or closed-end fund as the Eaton Vance “acquiring fund.” The
Committee will be notified by Compliance if
the conditions are triggered for a particular open- or closed-end fund holding
in an MS Fund. In the event that the voting conditions
in Rule 12d1-4 are triggered, please refer to the Morgan Stanley Funds Fund of
Funds Investment Policy for specific information
on Rule 12d1-4 voting requirements and exceptions.
III.
ADMINISTRATION OF THE POLICY
The
MSIM Proxy Review Committee (the “Committee”) has overall responsibility for the
Policy. The Committee consists of investment
professionals who represent the different investment disciplines and geographic
locations of MSIM, and is chaired by the director
of the Global Stewardship Team (“GST”). Because proxy voting is an investment
responsibility and may affect shareholder value,
and because of their knowledge of companies and markets as well as their
understanding of their clients’ objectives, portfolio managers
and other members of investment staff play a key role in proxy voting,
individual investment teams are responsible for determining
decisions on proxy votes with consultation from the GST. The GST administers and
implements the Policy, as well as monitoring
services provided by the proxy advisory firms, third-party proxy engagements and
other research providers used in the proxy
voting process. As
noted above, certain ETFs will follow Calvert’s Proxy Voting Policy and
Procedures, which is administered by
Calvert’s Proxy Voting and Engagement Department and overseen by Calvert’s Proxy
Voting and Engagement Committee. The GST
periodically monitors Calvert’s proxy voting with respect to securities held by
the ETFs.
The
GST Director is responsible for identifying issues that require Committee
deliberation or ratification. The GST, working with advice
of investment teams and the Committee, is responsible for voting on routine
items and on matters that can be addressed in line
with these Policy guidelines. The GST has responsibility for voting case-by-case
where guidelines and precedent provide adequate guidance.
The
Committee may periodically review and has the authority to amend, as necessary,
the Policy and establish and direct voting positions
consistent with the Client Proxy Standard.
GST
and members of the Committee may take into account Research Providers’
recommendations and research as well as any other relevant
information they may request or receive, including portfolio manager and/or
analyst comments and research, as applicable. Generally,
proxies related to securities held in client accounts that are managed pursuant
to quantitative, index or index-like strategies (“Index
Strategies”) will be voted in the same manner as those held in actively managed
accounts, unless economic interests or investment
guidelines of the accounts differ. Because accounts managed using Index
Strategies are passively managed accounts, research
from portfolio managers and/or analysts related to securities held in these
accounts may not be available. If the affected securities
are held only in accounts that are managed pursuant to Index Strategies, and the
proxy relates to a matter that is not
described
in this Policy, the GST will consider all available information from the
Research Providers, and to the extent that the holdings
are significant, from the portfolio managers and/or analysts.
A.
Committee Procedures
The
Committee meets at least quarterly, and reviews and considers changes to the
Policy at least annually. The Committee will review
developing issues and approve upcoming votes, as appropriate, for matters
as requested by GST.
The
Committee reserves the right to review voting decisions at any time and to make
voting decisions as necessary to ensure the independence
and integrity of the votes.
B.
Material Conflicts of Interest
In
addition to the procedures discussed above, if the GST Director determines that
an issue raises a material conflict of interest, the GST
Director may request a special committee (“Special Committee”) to review, and
recommend a course of action with respect to, the
conflict(s) in question.
A
potential material conflict of interest could exist in the following situations,
among others:
1 |
The
issuer soliciting the vote is a client of MSIM or an affiliate of MSIM and
the vote is on a matter that materially affects the issuer. |
2 |
The
proxy relates to Morgan Stanley common stock or any other security issued
by Morgan Stanley or its affiliates except if echo voting
is used, as with MS Funds, as described herein. |
3 |
Morgan
Stanley has a material pecuniary interest in the matter submitted for a
vote (e.g., acting as a financial advisor to a party to
a merger or acquisition for which Morgan Stanley will be paid a success
fee if completed). |
4 |
One
of Morgan Stanley’s independent directors or one of MS Funds’ directors
also serves on the board of directors or is a nominee
for election to the board of directors of a company held by an MS Fund or
affiliate. |
If
the GST Director determines that an issue raises a potential material conflict
of interest, depending on the facts and circumstances, the
issue will be addressed as follows:
1 |
If
the matter relates to a topic that is discussed in this Policy, the
proposal will be voted as per the Policy. |
2 |
If
the matter is not discussed in this Policy or the Policy indicates that
the issue is to be decided case-by-case, the proposal will be
voted in a manner consistent with the Research Providers, provided that
all the Research Providers consulted have the same recommendation,
no portfolio manager objects to that vote, and the vote is consistent with
MSIM’s Client Proxy Standard. |
3 |
If
the Research Providers’ recommendations differ, the GST Director will
refer the matter to a Special Committee to vote on the
proposal, as appropriate. |
Any
Special Committee shall be comprised of the GST Director, and at least two
portfolio managers (preferably members of the Committee),
as approved by the Committee. The GST Director may request non-voting
participation by MSIM’s General Counsel or
his/her designee and the Chief Compliance Officer or his/her designee. In
addition to the research provided by Research Providers, the
Special Committee may request analysis from MSIM Affiliate investment
professionals and outside sources to the extent it deems appropriate.
C.
Proxy Voting Reporting
The
GST will document in writing all Committee and Special Committee decisions and
actions, which documentation will be maintained
by the GST for a period of at least six years. To the extent these decisions
relate to a security held by an MS Fund, the GST
will report the decisions to each applicable Board of Trustees/Directors of
those MS Funds (the “Board”) at each Board’s next regularly
scheduled Board meeting. The report will contain information concerning
decisions made during the most recently ended calendar
quarter immediately preceding the Board meeting.
In
addition, to the extent that Committee and Special Committee decisions and
actions relate to a security held by other pooled investment
vehicles, the GST will report the decisions to the relevant governing board of
the pooled investment vehicle.
MSIM
will promptly provide a copy of this Policy to any client requesting it. MSIM
will also, upon client request, promptly provide a
report indicating how each proxy was voted with respect to securities held in
that client’s account.
MSIM’s
Legal Department, in conjunction with GST and GST IT for MS Fund reporting and
with the AIP investment team for AIP
Closed-End 40 Act Fund reporting, is responsible for filing an annual Form N-PX
on behalf of each MS Fund and AIP Closed-End
40 Act Fund for which such filing is required, indicating how all proxies were
voted with respect to each such fund’s holdings.
Also,
MSIM maintains voting records of individual agenda items a company meetings in a
searchable database on its website on a rolling
12-month basis.
In
addition, ISS provides vote execution, reporting and recordkeeping services to
MSIM.
IV.
RECORDKEEPING
Records
are retained in accordance with Morgan Stanley’s Global Information Management
Policy, which establishes general Firm-wide
standards and procedures regarding the retention, handling, and destruction of
official books and records and other information of
legal or operational significance. The Global Information Management Policy
incorporates Morgan Stanley’s Master Retention Schedule,
which lists various record classes and associated retention periods on a global
basis.
Approved
by the Board September 2015, September 27–28, 2016, September 27–28,
2017,October 3–4, 2018, September 24–25, 2019,
September 30 – October 1, 2020, March 1-2, 2022, December 7-8, 2022, and March
1-2, 2023.
APPENDIX
A
Appendix
A applies to the following accounts managed by Morgan Stanley AIP GP LP (i)
closed-end funds registered under the Investment
Company Act of 1940, as amended; (ii) discretionary separate accounts; (iii)
unregistered funds; and (iv) non-discretionary
accounts offered in connection with AIP’s Custom Advisory Portfolio Solutions
service.
Generally,
AIP will follow the guidelines set forth in Section II of MSIM’s Proxy Voting
Policy and Procedures. To the extent that such
guidelines do not provide specific direction, or AIP determines that consistent
with the Client Proxy Standard, the guidelines should
not be followed, the Proxy Review Committee has delegated the voting authority
to vote securities held by accounts managed by
AIP to the Fund of Hedge Funds investment team, the Private Markets investment
team or the Portfolio Solutions team of AIP. A summary
of decisions made by the applicable investment teams will be made available to
the Proxy Review Committee for its information
at the next scheduled meeting of the Proxy Review Committee.
In
certain cases, AIP may determine to abstain from determining (or recommending)
how a proxy should be voted (and therefore abstain
from voting such proxy or recommending how such proxy should be voted), such as
where the expected cost of giving due consideration
to the proxy does not justify the potential benefits to the affected account(s)
that might result from adopting or rejecting
(as the case may be) the measure in question.
Waiver
of Voting Rights
For
regulatory reasons, AIP may either 1) invest in a class of securities of an
underlying fund (the “Fund”) that does not provide for voting
rights; or 2) waive 100% of its voting rights with respect to the
following:
1 |
Any
rights with respect to the removal or replacement of a director, general
partner, managing member or other person acting in a
similar capacity for or on behalf of the Fund (each individually a
“Designated Person,” and collectively, the “Designated Persons”),
which may include, but are not limited to, voting on the election or
removal of a Designated Person in the event of such
Designated Person’s death, disability, insolvency, bankruptcy, incapacity,
or other event requiring a vote of interest holders of
the Fund to remove or replace a Designated Person;
and |
2 |
Any
rights in connection with a determination to renew, dissolve, liquidate,
or otherwise terminate or continue the Fund, which may
include, but are not limited to, voting on the renewal, dissolution,
liquidation, termination or continuance of the Fund upon
the occurrence of an event described in the Fund’s organizational
documents; provided,
however,
that, if the Fund’s organizational
documents require the consent of the Fund’s general partner or manager, as
the case may be, for any such termination
or continuation of the Fund to be effective, then AIP may exercise its
voting rights with respect to such matter. |
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