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Morgan
Stanley
Mortgage
Securities Trust
Prospectus | February
28, 2024
| |
Share
Class |
Ticker
Symbol |
Class
A |
MTGAX |
Class
L |
MTGCX |
Class
I |
MTGDX |
Class
C |
MSMTX |
Class
R6 |
MORGX |
This
Prospectus contains important information about the Fund. Please read it
carefully and keep it for future reference.
The
Securities and Exchange Commission (“SEC”) has not approved or disapproved these
securities or passed upon the adequacy
of this Prospectus. Any representation to the contrary is a criminal
offense.
An
investment in the Fund is not a bank deposit and is not insured by the Federal
Deposit Insurance Corporation or any other
government agency. An investment in the Fund involves investment risks, and you
may lose money in the Fund.
Morgan
Stanley Prospectus | Fund
Summary
Mortgage
Securities Trust
Investment
Objective
Morgan
Stanley Mortgage Securities Trust (the “Fund”) seeks a high level of current
income.
Fees
and Expenses
The
table below describes the fees and expenses that you may pay if you buy, hold
and sell shares of the Fund. You
may pay fees other
than the fees and expenses of the Fund, such as brokerage commissions and other
fees charged by financial intermediaries,
which are not reflected in the tables and examples
below.
For
purchases of Class A shares, you may qualify for a sales charge discount if the
cumulative net asset value per share (“NAV”) of Class
A shares of the Fund being purchased in a single transaction, together with the
NAV of any shares of the Fund and/or certain other
Morgan Stanley Funds already held in Related Accounts (as defined in the section
of the Prospectus entitled “Shareholder Information—Share
Class Arrangements”) as of the date of the transaction, amounts to $100,000
or more. More
information about this
combined purchase discount and other discounts is available from your authorized
financial intermediary, on page 35 of the Prospectus
in the section entitled “Shareholder Information—Share Class Arrangements” and
in Appendix A attached to the Prospectus.
In addition, Appendix A attached to the Prospectus contains more information
regarding financial intermediary specific sales
charge waivers and discounts.
Class
I shares may be available on brokerage platforms of firms that have agreements
with the Fund’s principal underwriter permitting
such firms to (i) offer Class I shares solely when acting as an agent for the
investor and (ii) impose on an investor transacting
in Class I shares through such platforms a commission and/or other forms of
compensation to the broker. Shares of the Fund
are available in other share classes that have different fees and
expenses.
Shareholder
Fees (fees
paid directly from your investment)
|
|
|
|
|
| |
|
Class
A |
Class
L |
Class
I |
Class
C |
Class
R6 |
|
Maximum
sales charge (load) imposed on purchases
(as a percentage of offering price) |
3.25% |
None |
None |
None |
None |
|
Maximum
deferred sales charge (load) (as a percentage
based on the lesser of the offering price
or NAV at redemption) |
1 |
None |
None |
%2 |
None |
|
Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment)
|
|
|
|
|
| |
|
Class
A |
Class
L |
Class
I |
Class
C |
Class
R6 |
|
Advisory
Fee |
0.47% |
0.47% |
0.47% |
0.47% |
0.47% |
|
Distribution
and/or Shareholder Service (12b-1) Fee |
0.25% |
0.50% |
None |
1.00% |
None |
|
Other
Expenses |
0.48% |
1.25% |
0.44% |
0.54% |
26.03% |
|
Total
Annual Fund Operating Expenses3
|
% |
% |
% |
% |
% |
|
Fee
Waiver and/or Expense Reimbursement3
|
% |
% |
% |
% |
% |
|
Total
Annual Fund Operating Expenses After Fee Waiver
and/or Expense Reimbursement3
|
% |
% |
% |
% |
% |
|
Example
The
example below is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds.
The
example assumes that you invest $10,000 in the Fund, your investment has a 5%
return each year and that the Fund’s operating expenses
remain the same (except that the example incorporates the fee waiver and/or
expense reimbursement arrangement for only the
first year). After
eight years, Class C shares of the Fund generally will convert automatically to
Class A shares of the Fund. The example
for Class C shares reflects the conversion to Class A shares after eight years.
Please refer to the section of the Prospectus entitled
“Shareholder Information—Conversion Features” for more information. Although
your actual costs may be higher or lower, based
on these assumptions your costs would be:
|
|
|
|
| |
If
You SOLD Your Shares |
|
|
1
Year |
3
Years |
5
Years |
10
Years |
|
Class
A |
$424 |
$674 |
$945 |
$1,715 |
|
Class
L |
$132 |
$606 |
$1,106 |
$2,483 |
|
Class
I |
$72 |
$269 |
$483 |
$1,100 |
|
Class
C |
$283 |
$610 |
$1,064 |
$2,112 |
|
Morgan
Stanley Prospectus | Fund
Summary
Mortgage
Securities Trust (Con’t)
|
|
|
|
| |
If
You SOLD Your Shares |
|
|
1
Year |
3
Years |
5
Years |
10
Years |
|
Class
R6 |
$66 |
$4,472 |
$7,186 |
$10,246 |
|
|
|
|
|
| |
If
You HELD Your Shares |
|
|
1
Year |
3
Years |
5
Years |
10
Years |
|
Class
A |
$424
|
$674 |
$945 |
$1,715 |
|
Class
L |
$132 |
$606 |
$1,106 |
$2,483 |
|
Class
I |
$72 |
$269 |
$483 |
$1,100 |
|
Class
C |
$183 |
$610 |
$1,064
|
$2,112 |
|
Class
R6 |
$66 |
$4,472
|
$7,186 |
$10,246
|
|
1 |
Investments
in Class A shares that are not subject to any sales charges at the time of
purchase are subject to a contingent deferred sales charge (“CDSC”)
of 0.75% that will be imposed if you sell your shares within 12 months
after purchase, except for certain specific circumstances. See
“Shareholder
Information—Share Class Arrangements” for further information about the
CDSC waiver categories.
|
2 |
The
Class C CDSC is only applicable if you sell your shares within one year
after the last day of the month of purchase. See “Shareholder
Information—Share
Class Arrangements” for a complete discussion of the
CDSC.
|
3 |
The
Fund’s “Adviser” and “Administrator,” Morgan Stanley Investment Management
Inc., has agreed to reduce its advisory fee, its administration fee
and/or
reimburse the Fund so that Total Annual Fund Operating Expenses, excluding
acquired fund fees and expenses (as applicable), certain investment
related
expenses, taxes, interest and other extraordinary expenses (including
litigation), will not exceed 1.00% for Class A, 1.30% for Class L, 0.70%
for Class
I, 1.80% for Class C and 0.65% for Class R6. The fee waivers and/or
expense reimbursements will continue for at least one year from the date
of this
Prospectus or until such time as the Fund’s Board of Trustees acts to
discontinue all or a portion of such waivers and/or reimbursements when it
deems
such action is appropriate. |
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs and may result in higher
taxes when Fund shares are held in a taxable account.
These costs, which are not reflected in Total Annual Fund Operating Expenses or
in the example, affect the Fund’s performance.
During the most recent fiscal year, the Fund’s portfolio turnover rate was
429% of
the average value of its portfolio.
Principal
Investment Strategies
The
Fund normally invests at least 80% of its assets in mortgage-related securities.
This policy may be changed without shareholder approval;
however, you would be notified upon 60 days’ notice in writing of any
changes. These mortgage-related securities may include
mortgage-backed securities such as mortgage pass-through securities,
collateralized mortgage obligations (“CMOs”), stripped mortgage-backed
securities (“SMBS”), commercial mortgage-backed securities (“CMBS”) and inverse
floating rate obligations (“inverse
floaters”). The mortgage-backed securities in which the Fund invests may be
issued or guaranteed by the U.S. Government, its
agencies or instrumentalities or may be offered by non-governmental issuers,
such as commercial banks, savings and loan institutions,
private mortgage insurance companies, mortgage bankers and other secondary
market issuers. The Fund is not limited as to
the maturities (when a debt security provides its final payment) or types of
mortgage-backed securities in which it may
invest.
In
making investment decisions, the Adviser considers economic developments,
interest rate levels and other factors. To identify attractive
sectors and securities, the Adviser employs both top-down and bottom-up
analyses. In addition, the Adviser combines quantitative
and fundamental methodologies to limit the Fund’s investment universe from which
potential investments are then selected.
In a securitized strategy, such as the strategy employed by the Fund, a majority
of the Adviser’s investment process is security selection
related.
When
deemed by the investment adviser to be relevant to its evaluation of
creditworthiness and when applicable information is available,
the investment adviser considers environmental, social and/or governance issues
(referred to as ESG) which may impact the prospects
of an issuer (or obligor) or financial performance of an obligation. When
considered, one or more ESG issues are taken into account
alongside other factors in the investment decision-making process and are not
the sole determinant of whether an investment can
be made or will remain in the Fund’s
portfolio.
The
Fund may invest up to 50% of its net assets in high yield securities (commonly
referred to as “junk bonds”). High yield securities
are fixed-income securities rated by one or more rating agencies below Baa3 by
Moody’s Investors Service, Inc. (“Moody’s”),
below BBB- by S&P Global Ratings Group, a division of S&P Global Inc.
(“S&P”), below BBB- by Fitch Ratings, Inc. (“Fitch”),
or the equivalent by another nationally recognized statistical rating
organization (“NRSRO”), or if unrated, considered by the
Adviser to be of equivalent quality.
One
type of mortgage-backed security in which the Fund may invest is a mortgage
pass-through security, which represents a participation
interest in a pool of residential mortgage loans originated by U.S. governmental
or private lenders such as banks.
Morgan
Stanley Prospectus | Fund
Summary
Mortgage
Securities Trust (Con’t)
Mortgage
pass-through securities provide for monthly payments that are a “pass-through”
of the monthly interest and principal payments
made by the individual borrowers on the pooled mortgage loans. CMOs are debt
obligations collateralized by mortgage loans
or mortgage pass-through securities (collectively “Mortgage Assets”). CMOs are
issued in multiple classes and each class has a fixed
or floating rate and a stated maturity or final distribution date. Certain
classes will have more predictable cash flows than others. The
Fund may invest in any class of CMO. SMBS are derivative multi-class
mortgage-backed securities. A common type of stripped mortgage-backed
security will have one class receiving some of the interest and most of the
principal from the Mortgage Assets, while the
other class receives most of the interest and the remainder of the principal. In
the most extreme case, one class will receive all of the
interest (the interest-only or “IO” class), while the other class will receive
all of the principal (the principal-only or “PO” class). CMBS
are generally multi-class or pass-through securities backed by a mortgage loan
or a pool of mortgage loans secured by commercial
property, such as industrial and warehouse properties, office buildings, retail
space and shopping malls, multifamily properties
and cooperative apartments. Inverse floaters are obligations which pay interest
at rates that vary inversely with changes in market
rates of interest. Because the interest rate paid to holders of such obligations
is generally determined by subtracting a variable or
floating rate from a predetermined amount, the interest rate paid to holders of
such obligations will decrease as such variable or floating
rate increases and increase as such variable or floating rate decreases. In
addition, the Fund may invest in to-be-announced pass-through
mortgage securities, which settle on a delayed delivery basis
(“TBAs”).
The
Fund also may invest in other U.S. government securities, including, but not
limited to, U.S. Treasury bills, notes and bonds, securities
(including mortgage-backed securities) issued by agencies or instrumentalities
of the U.S. Government which may or may not
be backed by the full faith and credit of the United States, and securities
issued by agencies or instrumentalities which are backed solely
by the credit of the issuing agency or
instrumentality.
The
Fund may also invest in asset-backed securities and restricted and illiquid
securities.
In
addition, the Fund may invest up to 20% of its net assets in foreign securities,
including U.S. dollar-denominated securities issued in
the U.S. capital markets by foreign issuers, some of which are commonly known as
“Yankee Bonds” and non-U.S. dollar-denominated
securities, including Eurobonds.
The
Fund may, but it is not required to, use derivatives and similar instruments for
a variety of purposes, including hedging, risk management,
portfolio management or to earn income. The Fund’s use of derivatives may
involve the purchase and sale of derivative instruments
such as futures, options, swaps and other similar instruments and techniques.
The Fund may utilize foreign currency forward
exchange contracts, which are also derivatives, in connection with its
investments in foreign securities. These derivative instruments
will be counted toward the Fund’s 80% policy discussed above to the extent they
have economic characteristics similar to the
securities included within that policy.
Principal
Risks
There
is no assurance that the Fund will achieve its investment objective, and you can
lose money investing in this Fund.
The principal
risks of investing in the Fund include:
• |
Credit
and Interest Rate Risk.
Credit risk refers to the possibility that the issuer or guarantor of a
security will be unable or unwilling
or perceived to be unable or unwilling to make interest payments and/or
repay the principal on its debt. In such instances,
the value of the Fund could decline and the Fund could lose money.
Interest rate risk refers to the decline in the value of
a fixed-income security resulting from changes in the general level of
interest rates. When the general level of interest rates goes up,
the prices of most fixed-income securities go down. When the general level
of interest rates goes down, the prices of most fixed-income
securities go up. The
Fund may invest in variable and floating rate loans and other variable and
floating rate securities.
Although these instruments are generally less sensitive to interest rate
changes than fixed rate instruments, the value of variable
and floating rate loans and other securities may decline if their interest
rates do not rise as quickly, or as much, as general interest
rates. 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). For
example, during periods when interest rates are low, the Fund’s
yield (and total return) also may be low or otherwise adversely affected
or the Fund may be unable to maintain positive returns.
Credit ratings may not be an accurate assessment of liquidity or credit
risk. Although credit ratings may not accurately reflect
the true credit risk of an instrument, a change in the credit rating of an
instrument or an issuer can have a rapid, adverse effect
on the instrument’s liquidity and make it more difficult for the Fund to
sell at an advantageous price or
time. |
• |
Fixed-Income
Securities.
Fixed-income securities are subject to the risk of the issuer’s inability
to meet principal and interest payments
on its obligations (i.e., credit risk) and are subject to price volatility
resulting from, among other things, interest rate sensitivity
(i.e., interest rate risk), market perception of the creditworthiness of
the issuer and general market liquidity (i.e., market risk).
For
example, a type of fixed-income securities in which the Fund may invest
are corporate debt obligations. In addition to interest
rate, credit and other risks, corporate debt obligations are also subject
to factors directly related to the issuer, such as the credit
rating of the corporation, the corporation’s performance and perceptions
of the corporation in the marketplace, and by
|
Morgan
Stanley Prospectus | Fund
Summary
Mortgage
Securities Trust (Con’t)
|
factors
not directly related to the issuer, such as general market liquidity,
economic conditions and inflation.
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 durations (measure
of interest rate sensitivity) of the securities in which it may
invest. Securities with longer durations are likely to be
more sensitive to changes in interest rates, generally making them more
volatile than securities with shorter durations. Lower rated
fixed-income securities have greater volatility because there is less
certainty that principal and interest payments will be made as
scheduled. The Fund may be subject to certain liquidity risks that may
result from the lack of an active market and the reduced number
and capacity of traditional market participants to make a market in
fixed-income securities. To
the extent that the Fund invests
in convertible securities, and the convertible security’s investment value
is greater than its conversion value, its price will be likely
to increase when interest rates fall and decrease when interest rates
rise. If the conversion value exceeds the investment value, the
price of the convertible security will tend to fluctuate directly with the
price of the underlying
security. |
• |
Mortgage-Backed
Securities. Because
the Fund concentrates its investments in the mortgage-backed securities
industry, the Fund has
greater exposure to the potential adverse economic, regulatory, political
and other changes affecting such industry.
Mortgage-backed
securities entail prepayment risk, which generally increases during a
period of falling interest rates. Rising interest rates tend
to discourage refinancings, with the result that the average life and
volatility of mortgage-backed securities will increase and market
price will decrease. Rates of prepayment, faster or slower than expected
by the Adviser, could reduce the Fund’s yield, increase
the volatility of the Fund and/or cause a decline in NAV
per share. Mortgage-backed securities are also subject to extension
risk, which is the risk that rising interest rates could cause mortgages
or other obligations underlying the securities to be prepaid
more slowly than expected, thereby lengthening the duration of such
securities, increasing their sensitivity to interest rate changes
and causing their prices to decline. Certain mortgage-backed securities
may be more volatile and less liquid than other traditional
types of debt securities. In addition, mortgage-backed securities are
subject to credit risk. The Fund may invest in non-agency
mortgage-backed securities offered by non-governmental issuers, such as
commercial banks, savings and loan institutions, private
mortgage insurance companies, mortgage bankers and other secondary market
issuers. Non-agency mortgage-backed securities
are not subject to the same underwriting requirements for the underlying
mortgages that are applicable to those mortgage-backed
securities that have a government or government-sponsored entity
guarantee. As a result, the mortgage loans underlying
non-agency mortgage-backed securities may, and frequently do, have less
favorable collateral, credit risk or other underwriting
characteristics than government or government-sponsored mortgage-backed
securities and have wider variances in a number
of terms including interest rate, term, size, purpose and borrower
characteristics. An unexpectedly high rate of defaults on the
mortgages held by a mortgage pool may adversely affect the value of a
mortgage-backed security and could result in losses to the
Fund. The risk of such defaults is generally higher in the case of
mortgage pools that include subprime mortgages. Furthermore,
mortgage-backed securities may be subject to risks associated with the
assets underlying those securities, such as a decline
in value. The
Fund may invest a substantial portion of its assets in non-agency
mortgage-backed securities rated below investment
grade, which are commonly known as “junk bonds” or “high yield/high-risk
securities.” The Fund’s investments in high-yield
securities pose significant risks. In addition, the Fund may invest in
to-be-announced pass-through mortgage securities, which
settle on a delayed delivery basis (“TBAs”).
Investments in mortgage-backed securities may give rise to a form of
leverage (indebtedness)
and may cause the Fund’s portfolio turnover rate to appear higher.
Leverage may cause the Fund to be more volatile
than if the Fund had not been leveraged. The risks associated with
mortgage-backed securities typically become elevated during
periods of distressed economic, market, health and labor conditions. In
particular, increased levels of unemployment, delays
and delinquencies in payments of mortgage and rent obligations, and
uncertainty regarding the effects and extent of government
intervention with respect to mortgage payments and other economic matters
may adversely affect the Fund’s investments
in mortgage-backed securities. In addition, commercial mortgage-backed
securities are also subject to risks associated with
reduced demand for commercial and office space, tightening lending
standards and increased interest and lending rates, and other
developments adverse to the commercial real estate
market. |
• |
Collateralized
Mortgage Obligations.
CMOs are comprised of various tranches, the expected cash flows of which
have varying degrees
of predictability as compared with the underlying mortgage loans or
mortgage pass-through entities. The less predictable the
cash flow, the higher the yield and the greater the risk. In addition, if
the collateral securing CMOs or any third-party guarantees
is insufficient to make payments, the Fund could sustain a loss. Like
other mortgage backed-securities, some CMOs are subject
to credit risk. The Fund invests in both agency and non-agency CMOs. Many
agency CMOs do not have credit risk as they
are government
guaranteed. |
• |
Stripped
Mortgage-Backed Securities.
Investments in each class of SMBS are extremely sensitive to changes in
interest rates. The interest-only
or “IO” class tends to decrease in value substantially if interest rates
decline and prepayment rates become more rapid.
The principal-only or “PO” class tends to decrease in value substantially
if interest rates increase and the rate of prepayment decreases.
If the Fund invests in SMBS and interest rates move in a manner not
anticipated by Fund management, it is possible that
the Fund could lose all or substantially all of its investment.
Additionally, some SMBS entail credit risk. The Fund invests in
both
Agency and Non-Agency bonds. Many Agency bonds do not have credit risk as
they are government
guaranteed. |
Morgan
Stanley Prospectus | Fund
Summary
Mortgage
Securities Trust (Con’t)
• |
Commercial
Mortgage-Backed Securities.
CMBS are subject to credit risk and prepayment risk. Although prepayment
risk is present,
it is of a lesser degree in the CMBS market than in the residential
mortgage market; commercial real estate property loans often
contain provisions which substantially reduce the likelihood that such
securities will be prepaid (e.g., significant prepayment penalties
on loans and, in some cases, prohibition on principal payments for several
years following
origination). |
• |
When-Issued
Securities, Delayed Delivery Securities, TBAs and Forward
Commitments. The
Fund may purchase or sell securities that it
is entitled to receive on a when-issued, delayed delivery or through a
forward commitment basis. For example, the Fund may invest
in TBAs, which settle on a delayed delivery basis. These investments may
result in a form of leverage and may increase volatility
in the Fund’s share price. In a TBA transaction, the seller agrees to
deliver the MBS for an agreed upon price on an agreed
upon future date, but makes no guarantee as to which or how many
securities are to be delivered. 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. The Fund’s purchase of other securities on a
when-issued, delayed delivery or through a forward commitment
basis are subject to similar risks. When the Fund has sold a security on a
when-issued, delayed delivery, or forward commitment
basis, the Fund does not benefit if the value of the security appreciates
above the sale price during the commitment period
and the Fund is subject to failure of the counterparty to pay for the
securities. |
• |
Inverse
Floaters.
Inverse floating rate obligations are obligations that pay interest at
rates that vary inversely with changes in market
rates of interest. Because the interest rate paid to holders of such
obligations is generally determined by subtracting a variable
or floating rate from a predetermined amount, the interest rate paid to
holders of such obligations will decrease as such variable
or floating rate increases and increase as such variable or floating rate
decreases. |
• |
U.S.
Government Securities.
Different types of U.S. government securities are subject to different
levels of credit risk, including the risk
of default, depending on the nature of the particular government support
for that security. For example, a U.S. government-sponsored
entity, such as Federal National Mortgage Association or Federal Home Loan
Mortgage Corporation, although chartered
or sponsored by an Act of Congress, may issue securities that are neither
insured nor guaranteed by the U.S. Treasury and,
therefore, are not backed by the full faith and credit of the United
States. With respect to U.S. government securities that are not
backed by the full faith and credit of the United States, there is the
risk that the U.S. Government will not provide financial support
to such U.S. government agencies, instrumentalities or sponsored
enterprises if it is not obligated to do so by law. In addition,
reduced participation in the repurchase agreement market by the Federal
Reserve Bank of New York may affect the Fund’s
investment strategies, operations and/or return
potential. |
• |
Asset-Backed
Securities.
Asset-backed securities are subject to credit (such as a borrower’s
default on its mortgage obligation and the
default or failure of a guarantee underlying the asset-backed security),
interest rate and certain additional risks, including the risk
that various federal and state consumer laws and other legal and economic
factors may result in the collateral backing the securities
being insufficient to support payment on the securities. Some asset-backed
securities also entail prepayment risk and extension
risk, which may vary depending on the type of asset. Due to these risks,
asset-backed securities may become more volatile
in certain interest rate
environments. |
• |
Liquidity.
The Fund may make investments that are illiquid or restricted or that may
become illiquid or less liquid in response to overall
economic conditions or adverse investor perceptions, and which may entail
greater risk than investments in other types of securities.
These investments may be more difficult to value or sell, particularly in
times of market turmoil, and there may be little trading
in the secondary market available for particular securities. Liquidity
risk may be magnified in a market where credit spread and
interest rate volatility is rising and where investor redemptions from
fixed-income mutual funds may be higher than normal.
Liquidity
risk may be magnified in a market where credit spread and interest rate
volatility is rising and where investor redemptions
from fixed-income funds may be higher than normal.
If the Fund is forced to sell an illiquid or restricted security to
fund
redemptions or for other cash needs, it may be forced to sell the security
at a loss or for less than its fair value and may be unable
to sell the security at
all. |
• |
High
Yield Securities (“Junk Bonds”).
The Fund’s investments in high yield securities expose it to a substantial
degree of credit risk. High
yield securities may be issued by companies that are restructuring, are
smaller and less creditworthy or are more highly indebted
than other companies, and therefore they may have more difficulty making
scheduled payments of principal and interest. High
yield securities are subject to greater risk of loss of income and
principal than higher rated securities and are considered speculative
because of increased credit risk relative to other fixed income
investments. High yield securities may experience reduced
liquidity, and sudden and substantial decreases in price. An economic
downturn affecting an issuer of high yield securities may
result in an increased incidence of default. In the event of a default,
the Fund may incur additional expenses to seek
recovery. |
• |
Foreign
Securities.
Investments in foreign markets entail special risks such as currency,
political (including geopolitical), economic and
market risks. There also may be greater market volatility, less reliable
financial information, less stringent investor protections and
disclosure standards, higher transaction and custody costs, decreased
market liquidity and less government and exchange regulation
associated with investments in foreign markets. 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
|
Morgan
Stanley Prospectus | Fund
Summary
Mortgage
Securities Trust (Con’t)
|
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. Certain foreign markets
may rely heavily on particular industries or foreign capital
and are more vulnerable to diplomatic developments, 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. 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. In addition, the Fund’s
investments in foreign issuers may be denominated
in foreign currencies and therefore, to the extent unhedged, the value of
those investments will fluctuate with U.S. dollar
exchange rates. To the extent hedged by the use of foreign currency
forward exchange contracts, the precise matching of the foreign
currency forward exchange contract amounts and the value of the securities
involved will not generally be possible because the
future value of such securities in foreign currencies will change as a
consequence of market movements in the value of those securities
between the date on which the contract is entered into and the date it
matures. There is additional risk that such transactions
may reduce or preclude the opportunity for gain if the value of the
currency should move in the direction opposite to the
position taken and that foreign currency forward exchange contracts create
exposure to currencies in which the Fund’s securities
are not denominated. The use of foreign currency forward exchange
contracts involves the risk of loss from the insolvency
or bankruptcy of the counterparty to the contract or the failure of the
counterparty to make payments or otherwise comply
with the terms of the contract. Economic sanctions or other similar
measures may be, and have been, imposed against certain
countries, organizations, companies, entities and/or individuals. Economic
sanctions and other similar measures could, among
other things, effectively restrict or eliminate the Fund’s ability to
purchase or sell securities, negatively impact the value or liquidity
of the Fund’s investments, significantly delay or prevent the settlement
of the Fund’s securities transactions, force the Fund
to sell or otherwise dispose of investments at inopportune times or
prices, or impair the Fund’s ability to meet its investment objective
or invest in accordance with its investment
strategies. |
• |
Derivatives.
Derivatives and other similar instruments that create synthetic exposure
often are subject to risks similar to those of the
underlying asset or instrument, including market risk, and may be subject
to additional risks, including imperfect correlation between
the value of the derivative and the underlying asset, risks of default by
the counterparty to certain transactions, magnification
of losses incurred due to changes in the market value of the securities,
instruments, indices or interest rates to which the
derivative instrument relates, risks that the transactions may not be
liquid, risks arising from margin and payment requirements,
risks arising from mispricing or valuation complexity and operational and
legal risks. Certain derivative transactions may
give rise to a form of leverage. Leverage magnifies the potential for gain
and the risk of loss. Investments in currency derivatives
may substantially change the Fund’s exposure to currency exchange rates
and could result in losses to the Fund if currencies
do not perform as the Adviser
expects. |
• |
Market
and Geopolitical Risk.
The value of your investment in the Fund is based on the values of the
Fund’s investments, which change
due to economic and other events that affect markets generally, as well as
those that affect particular regions, countries, industries,
companies or governments. These events may be sudden and unexpected, and
could adversely affect the liquidity of the Fund’s
investments, which may in turn impact valuation, the Fund’s ability to
sell securities and/or its ability to meet redemptions.
The risks associated with these developments may be magnified if certain
social, political, economic and other conditions
and events (such as war, natural disasters, epidemics and pandemics,
terrorism, conflicts, social unrest, recessions, inflation,
interest rate changes and supply chain disruptions) adversely interrupt
the global economy and financial markets. It is difficult
to predict when events affecting the U.S. or global financial
markets may occur, the effects that such events may have and the
duration of those effects (which may last for extended periods). These
events may negatively impact broad segments of businesses
and populations and have a significant and rapid negative impact on the
performance of the Fund’s investments, adversely
affect and increase the volatility of the Fund’s share price
and exacerbate pre-existing risks to the
Fund. |
• |
Portfolio
Turnover.
Consistent with its investment policies, the Fund will purchase and sell
securities without regard to the effect on
portfolio turnover. Higher portfolio turnover will cause the Fund to incur
additional transaction
costs. |
• |
Active
Management Risk.
In pursuing the Fund’s investment objective, the Adviser has considerable
leeway in deciding which investments
to buy, hold or sell on a day-to-day basis, and which trading strategies
to use. For example, the Adviser, in its discretion,
may determine to use some permitted trading strategies while not using
others. The success or failure of such decisions
will affect the Fund’s
performance. |
Shares
of the Fund are not bank deposits and are not guaranteed or insured by the
Federal Deposit Insurance Corporation or any other
government agency.
Morgan
Stanley Prospectus | Fund
Summary
Mortgage
Securities Trust (Con’t)
Past
Performance
The
bar chart and table below provide some indication of the risks of
investing in the Fund by showing changes in the Fund’s Class A
shares’ performance from year-to-year and by showing how the Fund’s
average annual returns for the past one, five and 10 year periods
and since inception compare with those of a broad measure of market
performance, as well as an index that represents a group
of similar mutual funds, over time.
The performance of the other classes, which is shown in the
table below, will differ because the
classes have different ongoing fees. The
performance information in the bar chart does not reflect the deduction of
sales charges; if
these amounts were reflected, returns would be less than shown.
The
Fund’s returns in the table include the maximum applicable sales
charge for Class A and Class C and assume you sold your shares at the end
of each period (unless otherwise noted).
The
Fund’s past
performance, before and after taxes, is not necessarily an indication of
how the Fund will perform in the future.
Updated performance information
is available online at www.morganstanley.com/im or
by calling toll-free 1-800-869-6397.
Annual
Total Returns—Calendar Years
|
| |
High
Quarter |
12/31/23
|
6.18% |
Low
Quarter |
03/31/20
|
-6.76% |
|
|
|
| |
|
Past
1 Year |
Past
5 Years |
Past
10 Years |
Since
Inception |
Class
A2
|
|
|
|
|
Return
Before Taxes |
% |
% |
% |
% |
Return
After Taxes on Distributions3
|
% |
-% |
% |
% |
Return
After Taxes on Distributions and Sale of Fund
Shares |
% |
% |
% |
% |
Class
L2
|
|
|
|
|
Return
Before Taxes |
% |
% |
% |
% |
Class
I2
|
|
|
|
|
Return
Before Taxes |
% |
% |
% |
% |
Class
C2
|
|
|
|
|
Return
Before Taxes |
% |
% |
N/A |
%4 |
Class
R62
|
|
|
|
|
Return
Before Taxes |
% |
% |
N/A |
% |
Bloomberg
US Mortgage Backed Securities (MBS) Index
(reflects
no deduction for fees, expenses or taxes)5
|
% |
% |
% |
%6 |
Lipper
U.S. Mortgage Funds Index (reflects no deduction
for taxes)7
|
% |
% |
% |
%6 |
1 |
During
2016, the Fund received proceeds related to certain non-recurring
litigation settlements. Had these settlements not occurred, the 10 year
and since
inception (where applicable) returns before and after taxes for such
periods would have been
lower. |
2 |
Class
A, L and I shares commenced operations on July 28, 1997. Class C shares
commenced operations on April 30, 2015 and Class R6 shares commenced
operations on June 15,
2018. |
3 |
These
returns do not reflect any tax consequences from a sale of your shares at
the end of each period, but they do reflect any applicable sales
charges
on such a sale. |
4 |
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. |
Morgan
Stanley Prospectus | Fund
Summary
Mortgage
Securities Trust (Con’t)
5 |
The
Bloomberg US Mortgage Backed Securities (MBS) Index tracks fixed-rate
agency mortgage backed pass-through securities guaranteed by Ginnie
Mae
(GNMA), Fannie Mae (FNMA), and Freddie Mac (FHLMC). It is not possible to
invest directly in an
index. |
6 |
Since
Inception reflects the inception date of Class A
shares. |
7 |
The
Lipper U.S. Mortgage Funds Index is an equally weighted performance index
of the largest qualifying funds (based on net assets) in the Lipper U.S.
Mortgage
Funds classification. There are currently 30 funds represented in this
Index. |
The
after-tax returns shown in the table above are calculated using the historical
highest individual federal marginal income tax rates during
the period shown and do not reflect the impact of state and local taxes.
After-tax
returns for the Fund’s other classes will vary from
the Class
A shares’ returns. Actual
after-tax returns depend on an investor’s tax situation and may differ from
those shown, and after-tax
returns are not relevant to investors who hold their Fund shares through
tax-deferred arrangements, such as 401(k) plans or individual
retirement accounts (“IRAs”). After-tax
returns may be higher than before-tax returns due to foreign tax credits and/or
an assumed
benefit from capital losses that would have been realized had Fund shares been
sold at the end of the relevant periods, as applicable.
Fund
Management
Adviser.
Morgan Stanley Investment Management Inc.
Portfolio
Managers.
The Fund is managed by members of the Fixed Income team. Information about the
members jointly and primarily
responsible for the day-to-day management of the Fund’s portfolio is shown
below:
|
| |
Name |
Title
with Adviser |
Date
Began Managing
Fund |
Gregory
Finck |
Managing
Director |
January
2015 |
Matt
Buckley |
Managing
Director |
December
2022 |
Purchase
and Sale of Fund 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.
The
minimum initial investment generally is $1
million for Class I shares and $1,000
for each of Class A and Class C shares of the Fund.
To purchase Class R6 shares, an investor must meet a minimum initial investment
of $5
million or be a defined contribution, defined
benefit or other employer sponsored employee benefit plan, in each case provided
that the plan trades through an intermediary
that combines its clients’ assets in a single omnibus account, whether or not
such plan is qualified under the Internal Revenue
Code of 1986, as amended (the “Code”), and in each case subject to the
discretion of the Adviser. The minimum investment
requirements may be waived for certain investments. For more information, please
refer to the section of the Prospectus entitled
“Shareholder Information—How to Buy Shares—Minimum Investment
Amounts.”
You
can purchase or sell Fund shares on any day the New York Stock Exchange (“NYSE”)
is open for business directly from the Fund
by mail (c/o SS&C Global Investor and Distribution Solutions, Inc.,
P.O. Box 219804, Kansas City, MO 64121-9804), by telephone
(1-800-869-6397) or by contacting your Morgan Stanley Financial Advisor or
an authorized third-party, such as a broker-dealer
or other financial intermediary that has entered into a selling agreement with
the Fund’s “Distributor,” Morgan Stanley Distribution,
Inc. (each, a “Financial Intermediary”). In addition, you can sell Fund shares
at any time by enrolling in a systematic withdrawal
plan. Your shares will be sold at the next price calculated after we receive
your order to redeem. If you sell Class A or Class
C shares, your net sale proceeds are reduced by the amount of any applicable
CDSC. For more information, please refer to the sections
of the Prospectus entitled “Shareholder Information—How To Buy Shares” and “—How
To Sell Shares.”
Tax
Information
The
Fund intends to make distributions that may be taxed as ordinary income or
capital gains, unless you are investing through a tax-deferred
arrangement, such as a 401(k) plan or an IRA.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase Fund shares through a Financial Intermediary (such as a bank), the
Adviser and/or the Distributor may pay the Financial
Intermediary for the sale of Fund shares and related services. These payments,
which may be significant in amount, may create
a conflict of interest by influencing the Financial Intermediary and your
salesperson to recommend the Fund over another investment.
Ask your salesperson or visit your Financial Intermediary’s web site for more
information.
Morgan
Stanley Prospectus | Details
of the Fund
Mortgage
Securities Trust
Additional
Information about Fund Investment Strategies and Related Risks
Investment
Objective
Morgan
Stanley Mortgage Securities Trust seeks a high level of current
income.
Principal
Investment Strategies
The
Fund will normally invest at least 80% of its assets in mortgage-related
securities. This policy may be changed without shareholder
approval; however, you would be notified upon 60 days’ notice in writing of any
changes. These mortgage-related securities
may include mortgage-backed securities such as mortgage pass-through securities,
CMOs, SMBS, CMBS and inverse floaters.
The mortgage-backed securities in which the Fund invests may be issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities or may be offered by non-governmental issuers, such as
commercial banks, savings and loan institutions, private mortgage
insurance companies, mortgage bankers and other secondary market issuers. The
Fund may also invest in high yield securities
(commonly referred to as “junk bonds”). The Fund is not limited as to the
maturities or types of mortgage-backed securities
in which it may invest. The Fund may also use derivative instruments as
discussed below. These derivative instruments will be
counted toward the Fund’s 80% policy discussed above to the extent they have
economic characteristics similar to the securities included
within that policy.
In
making investment decisions, the Adviser considers economic developments,
interest rate levels and other factors. To identify attractive
sectors and securities, the Adviser employs both top-down and bottom-up
analyses. In addition, the Adviser combines quantitative
and fundamental methodologies to limit the Fund’s investment universe from which
potential investments are then selected.
In a securitized strategy, such as the strategy employed by the Fund, a majority
of the Adviser’s investment process is security selection
related.
When
deemed by the investment adviser to be relevant to its evaluation of
creditworthiness and when applicable information is available,
the investment adviser considers environmental, social and/or governance issues
(referred to as ESG) which may impact the prospects
of an issuer (or obligor) or financial performance of an obligation. When
considered, one or more ESG issues are taken into account
alongside other factors in the investment decision-making process and are not
the sole determinant of whether an investment can
be made or will remain in the Fund’s portfolio.
The
Fund may invest up to 50% of its net assets in high yield securities. High yield
securities are fixed-income securities rated by one or
more rating agencies below Baa3 by Moody’s, below BBB- by S&P, below BBB- by
Fitch, or the equivalent by another NRSRO, or
if unrated, considered by the Adviser to be of equivalent quality.
One
type of mortgage-backed security in which the Fund may invest is a mortgage
pass-through security, which represents a participation
interest in a pool of residential mortgage loans originated by U.S. governmental
or private lenders such as banks. Mortgage
pass-through securities provide for monthly payments that are a “pass-through”
of the monthly interest and principal payments
made by the individual borrowers on the pooled mortgage loans. CMOs are debt
obligations collateralized by Mortgage Assets.
CMOs are issued in multiple classes and each class has a fixed or floating rate
and a stated maturity or final distribution date. Certain
classes will have more predictable cash flows than others. The Fund may invest
in any class of CMO. SMBS are derivative multi-class
mortgage-backed securities. A common type of stripped mortgage-backed security
will have one class receiving some of the
interest and most of the principal from the Mortgage Assets, while the other
class receives most of the interest and the remainder of
the principal. In the most extreme case, one class will receive all of the
interest (the interest-only or “IO” class), while the other class
will receive all of the principal (the principal-only or “PO” class). CMBS are
generally multi-class or pass-through securities backed
by a mortgage loan or a pool of mortgage loans secured by commercial property,
such as industrial and warehouse properties, office
buildings, retail space and shopping malls, multifamily properties and
cooperative apartments. Inverse floaters are obligations which
pay interest at rates that vary inversely with changes in market rates of
interest. Because the interest rate paid to holders of such obligations
is generally determined by subtracting a variable or floating rate from a
predetermined amount, the interest rate paid to holders
of such obligations will decrease as such variable or floating rate increases
and increase as such variable or floating rate decreases.
In addition, the Fund may invest in to-be-announced pass-through mortgage
securities, which settle on a delayed delivery basis
(“TBAs”).
The
Fund also may invest in other U.S. government securities, including, but not
limited to, U.S. Treasury bills, notes and bonds, securities
(including mortgage-backed securities) issued by agencies or instrumentalities
of the U.S. Government which may or may not
be backed by the full faith and credit of the United States, and securities
issued by agencies or instrumentalities which are backed solely
by the credit of the issuing agency or instrumentality.
The
Fund may also invest in asset-backed securities and restricted and illiquid
securities.
In
addition, the Fund may invest up to 20% of its net assets in foreign securities,
including U.S. dollar-denominated securities issued in
the U.S. capital markets by foreign issuers, some of which are commonly known as
“Yankee Bonds” and non-U.S. dollar-denominated
securities, including Eurobonds.
Morgan
Stanley Prospectus | Details
of the Fund
Mortgage
Securities Trust (Con’t)
The
Fund may also invest in debt instruments and loan-related investments, such as
public bank loans made by banks or other financial
institutions and loan participations and assignments, which may be rated
investment grade or below investment grade.
The
Fund’s fixed-income investments may include zero coupon securities, which are
purchased at a discount and generally accrue interest,
but make no payment until maturity.
In
addition to the securities described above, the Fund may also invest in
municipal securities.
The
Fund may, but it is not required to, use derivatives and similar instruments for
a variety of purposes, including hedging, risk management,
portfolio management or to earn income. A derivative is a financial instrument
the value of which is based, in part, on the
value of an underlying asset, interest rate, index or financial instrument.
Prevailing interest rates and volatility levels, among other things,
also affect the value of derivative instruments. The Fund’s use of derivatives
may involve the purchase and sale of derivative instruments
such as futures, options, swaps and other similar instruments and techniques.
The Fund may use foreign currency forward
exchange contracts, which are also derivatives, in connection with its
investments in foreign securities.
In
pursuing the Fund’s investment objective, the Adviser has considerable leeway in
deciding which investments it buys, holds or sells on
a day-to-day basis and which trading strategies it uses. For example, the
Adviser in its discretion may determine to use some permitted
trading strategies while not using others.
For
purposes of policies adopted in accordance with Rule 35d-1 under the Investment
Company Act of 1940, as amended (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.
***
The
percentage limitations relating to the composition of the Fund’s portfolio apply
at the time the Fund acquires an investment. Subsequent
percentage changes that result from market fluctuations generally will not
require the Fund to sell any portfolio security. However,
the Fund may be required to reduce its borrowings, if any, in response
to fluctuations in the value of such holdings. The Fund
may change its principal investment strategies without
shareholder approval; however, you would be notified of any
changes.
|
| |
This
section discusses additional information relating to the Fund’s investment
strategies, other types of investments that the
Fund may make and related risk factors. Fund investment practices and
limitations are also described in more detail in the
Statement of Additional Information (“SAI”), which is incorporated by
reference and legally is a part of this Prospectus. For
details on how to obtain a copy of the SAI and other reports and
information, see the back cover of this
Prospectus. |
There
is no assurance that the Fund will achieve its investment objectives. The Fund’s
share price and yield will fluctuate with changes
in the market value and/or yield of the Fund’s portfolio securities. Neither the
value nor the yield of the U.S. government securities
in which the Fund invests (or the value or yield of the Fund’s shares) is
guaranteed by the U.S. Government. When you sell Fund
shares, they may be worth less than what you paid for them and,
accordingly, you can lose money investing in this Fund.
Economies
and financial markets worldwide have recently experienced periods of increased
volatility, uncertainty, distress, government
spending, inflation and disruption to consumer demand, economic output and
supply chains. To the extent these conditions
continue, the risks associated with an investment in the Fund, including those
described below, could be heightened and the
Fund’s investments (and thus a shareholder’s investment in the Fund) may be
particularly susceptible to sudden and substantial losses,
reduced yield or income or other adverse developments. The occurrence, duration
and extent of these or other types of adverse economic
and market conditions and uncertainty over the long term cannot be reasonably
projected or estimated at this time.
Fixed-Income
Securities
Fixed-income
securities are securities that pay a fixed or a variable rate of interest until
a stated maturity date. Fixed-income securities include
U.S. government securities, securities issued by federal or federally sponsored
agencies and instrumentalities, corporate bonds and
notes, asset-backed securities, mortgage-backed securities, securities rated
below investment grade (commonly referred to as “junk
bonds” or “high yield/high risk securities”), municipal bonds, loan
participations and assignments, zero coupon bonds, convertible
securities, Eurobonds, Brady Bonds, Yankee Bonds, repurchase agreements,
commercial paper and cash equivalents.
Fixed-income
securities are subject to the risk of the issuer’s inability to meet principal
and interest payments on its obligations (i.e., credit
risk) and are subject to price volatility resulting from, among other things,
interest rate sensitivity (i.e., interest rate risk), market
perception of the creditworthiness of the issuer and general market liquidity
(i.e., market risk). For
example, a type of fixed-income
securities in which the Fund may invest are corporate debt obligations. In
addition to interest rate, credit and other risks, corporate
debt obligations are also subject to factors directly related to the issuer,
such as the credit rating of the corporation, the corporation’s
performance and perceptions of the corporation in the marketplace, and by
factors not directly related to the issuer,
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of the Fund
Mortgage
Securities Trust (Con’t)
such
as general market liquidity, economic conditions and inflation.
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).
Fixed
income and other debt instruments, including mortgage- and other asset-backed
securities, are subject to prepayment risk, which
is the risk that the principal of such obligation is paid earlier than expected,
such as in the case of refinancing. This risk is increased
during periods of declining interest rates and prepayments may reduce the Fund’s
yield or income as a result of reinvesting the
income or other proceeds in lower yielding securities or instruments. These
investments are also subject to extension risk, which is the
risk that the principal of such obligation is paid slower or later than
expected. This may negatively affect Fund returns, as the value
of the investment decreases when principal payments are made later than
expected. This risk is elevated during periods of increasing
interest rates. In addition, because principal payments are made later than
expected, the investment’s duration may extend (and
result in increased interest rate risk) and the Fund may be prevented from
investing proceeds it would otherwise have received at the
higher prevailing interest rates. Prepayments and extensions may result in a
security or debt instrument offering less potential for gains
during periods of declining interest rates or rising interest rates,
respectively.
Securities
with longer durations are likely to be more sensitive to changes in
interest rates, generally making them more volatile than securities
with shorter durations. Lower rated fixed-income securities have greater
volatility because there is less certainty that principal
and interest payments will be made as scheduled. A
portion of the Fund’s fixed-income securities may be rated below investment
grade.
The
Fund may be subject to liquidity risk, which may result from the lack of an
active market and the reduced number
and capacity of traditional market participants to make a market in fixed-income
securities. Fixed-income securities may be called
(i.e., redeemed by the issuer) prior to final maturity. If a callable security
is called, the Fund may have to reinvest the proceeds at
a lower rate of interest.
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.
Credit
and Interest Rate Risk
Fixed-income
securities, such as bonds, generally are subject to two types of risk: credit
risk and interest rate risk. Credit risk refers to the
possibility that the issuer or guarantor of a security will be unable or
unwilling or perceived to be unable or unwilling to make interest
payments and/or repay the principal on its debt. The risk of defaults across
issuers and/or counterparties increases in adverse market
and economic conditions. Interest rate risk refers to fluctuations (such as a
decline) in the value of a fixed-income security resulting
from changes in the general level of interest rates. When the general level of
interest rates goes up, the prices of most fixed-income
securities go down. When the general level of interest rates goes down, the
prices of most fixed-income securities go up. A low
interest rate environment may prevent the Fund from providing a positive yield
or paying Fund expenses out of current income. 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. For
example, during periods when interest rates are low,
the Fund’s yield (and total return) also may be low or otherwise adversely
affected or the Fund may be unable to maintain positive
returns. Monetary
policies, and market interest rates, are subject to change at any time and
potentially frequently based on a variety
of market and economic conditions. The impact on fixed income and other debt
instruments from interest rate changes, regardless
of the cause, could be significant and could adversely affect the Fund and its
investments.
Credit ratings may not be an accurate
assessment of liquidity or credit risk. Although credit quality may not
accurately reflect the true credit risk of an instrument, a
change in the credit rating of an instrument or an issuer can have a rapid,
adverse effect on the instrument’s liquidity and make it more
difficult for the Fund to sell at an advantageous price or time.
In
addition, under certain conditions, there may be an increasing amount of issuers
that are unprofitable, have little cash on hand and/or
are unable to pay the interest owed on their debt obligations and the number of
such issuers may increase if demand for their goods
and services falls, borrowing costs rise due to governmental action or inaction
or other reasons.
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of the Fund
Mortgage
Securities Trust (Con’t)
Mortgage-Backed
Securities
Because
the Fund concentrates its investments in the mortgage-backed securities
industry, the Fund has greater exposure to the potential
adverse economic, regulatory, political and other changes affecting such
industry.
Mortgage-backed securities are fixed-income
securities representing an interest in a pool of underlying mortgage loans. They
are sensitive to changes in interest rates, but may
respond to these changes differently from other fixed-income securities due to
the possibility of prepayment of the underlying mortgage
loans (i.e., when a borrower pays back the principal of a debt obligation
earlier than expected). As a result, it may not be possible
to determine in advance the actual maturity date or average life of a
mortgage-backed security. Rising interest rates tend to discourage
refinancings, with the result that the average life and volatility of the
security will increase and its market price will decrease.
When interest rates fall, however, mortgage-backed securities may not gain as
much in market value because additional mortgage
prepayments must be reinvested at lower interest rates. Prepayment risk may make
it difficult to calculate the average maturity
of a portfolio of mortgage-backed securities and, therefore, to assess the
volatility risk of that portfolio.
The
Fund may invest in mortgage-backed securities that are issued or guaranteed by
the U.S. Government, its agencies or instrumentalities.
These securities are either direct obligations of the U.S. Government or the
issuing agency or instrumentality has the
right to borrow from the U.S. Treasury to meet its obligations although it is
not legally required to extend credit to the agency or instrumentality.
Certain of these mortgage-backed securities purchased by the Fund, such as those
issued by the Government National
Mortgage Association and the Federal Housing Administration, are backed by the
full faith and credit of the United States. Other
of these mortgage-backed securities purchased by the Fund, such as those issued
by the Federal National Mortgage Association (“Fannie
Mae”) and Federal Home Loan Mortgage Corporation (“Freddie Mac”), are not backed
by the full faith and credit of the United
States and there is a risk that the U.S. Government will not provide financial
support to these agencies if it is not obligated to do
so by law. The maximum potential liability of the issuers of some of the
mortgage-backed securities held by the Fund may greatly exceed
their current resources, including their legal right to support from the U.S.
Treasury. It is possible that these issuers will not have
the funds to meet their payment obligations in the future.
To
the extent the Fund invests in mortgage-backed securities issued by
non-governmental issuers, such as commercial banks, savings and
loan institutions, private mortgage insurance companies, mortgage bankers and
other secondary market issuers, the Fund may be subject
to additional risks. Pools created by such non-governmental issuers generally
offer a higher rate of interest than government and
government-related pools because there are no direct or indirect government or
agency guarantees of payments in such pools. However,
timely payment of interest and principal of these pools may be supported by
various forms of private insurance or guarantees,
including individual loan, title, pool and hazard insurance and letters of
intent. The insurance and guarantees are issued by
governmental entities, private insurers and the mortgage poolers. There can be
no assurance that the private insurers or guarantors can
meet their obligations under the insurance policies or guarantee arrangements.
Mortgage pools underlying mortgage-backed securities
offered by non-governmental issuers more frequently include second mortgages,
high loan-to-value ratio mortgages and manufactured
housing loans, in addition to commercial mortgages and other types of mortgages
where a government or government-sponsored
entity guarantee is not available. An unexpectedly high rate of defaults on the
mortgages held by a mortgage pool may adversely
affect the value of a mortgage-backed security and could result in losses to the
Fund. The risk of such defaults is generally higher
in the case of mortgage pools that include subprime mortgages. Subprime
mortgages refer to loans made to borrowers with weakened
credit histories or with a lower capacity to make timely payments on their
mortgages. For these reasons, the loans underlying
these securities have had in many cases higher default rates than those loans
that meet government underwriting requirements.
The risk of non-payment is greater for mortgage-related securities that are
backed by loans that were originated under weak
underwriting standards, including loans made to borrowers with limited means to
make repayment. A level of risk exists for all loans,
although, historically, the poorest performing loans have been those classified
as subprime. Other types of privately issued mortgage-related
securities, such as those classified as pay-option adjustable rate or Alt-A,
have also performed poorly.
Non-agency
mortgage-backed securities are not traded on an exchange and there may be a
limited market for the securities, especially when
there is a perceived weakness in the mortgage and real estate market sectors.
Without an active trading market, mortgage-related
securities held in the Fund’s portfolio may be particularly difficult to value
because of the complexities involved in assessing the
value of the underlying mortgage loans or to sell. Non-agency mortgage-backed
securities include securities that reflect an interest in,
and are secured by, mortgage loans on commercial real property. Many of the
risks of investing in commercial mortgage-backed securities
(“CMBS”) reflect the risks of investing in the real estate securing the
underlying mortgage loans. These risks reflect the effects
of local and other economic conditions on real estate markets, the ability of
tenants to make loan payments, and the ability of a
property to attract and retain tenants.
The
risks associated with mortgage-backed securities are elevated in distressed
economic, market, health and labor conditions, notably,
increased levels of unemployment, delays and delinquencies in payments of
mortgage and rent obligations, and uncertainty regarding
the effects and extent of government intervention with respect to mortgage
payments and other economic matters.
Delinquencies,
defaults and losses on residential mortgage loans may increase substantially
over certain periods, which may affect the performance
of the mortgage-backed securities in which the Fund may invest. Mortgage loans
backing non-agency mortgage-backed securities
are more sensitive to economic factors that could affect the ability of
borrowers to pay their obligations under the mortgage loans
backing these securities. In addition, housing prices and appraisal values in
many states and localities over certain periods have
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Stanley Prospectus | Details
of the Fund
Mortgage
Securities Trust (Con’t)
declined
or stopped appreciating. A sustained decline or an extended flattening of those
values may result in additional increases in delinquencies
and losses on mortgage-backed securities generally (including the
mortgaged-backed securities that the Fund may invest
in as described above). Adverse changes in market conditions and regulatory
climate may reduce the cash flow which the Fund, to
the extent it invests in mortgage-backed securities or other asset-backed
securities, receives from such securities and increase the incidence
and severity of credit events and losses in respect of such securities. In the
event that interest rate spreads for mortgage-backed
securities and other asset-backed securities widen following the purchase of
such assets by the Fund, the market value of such securities
is likely to decline and, in the case of a substantial spread widening, could
decline by a substantial amount. Furthermore, adverse
changes in market conditions may result in reduced liquidity in the market for
mortgage-backed securities and other asset-backed
securities (including the mortgage-backed securities and other asset-backed
securities in which the Fund may invest) and an unwillingness
by banks, financial institutions and investors to extend credit to servicers,
originators and other participants in the market
for mortgage-backed and other asset-backed securities. As a result, the
liquidity and/or the market value of any mortgage-backed
or asset-backed securities that are owned by the Fund may experience declines
after they are purchased by the Fund.
The
Fund may invest a substantial portion of its assets in non-agency
mortgage-backed securities rated below investment grade which are
commonly known as “junk bonds” or “high yield/high risk securities.” High yield
securities are fixed-income securities rated by one
or more ratings agencies below Baa3 by Moody’s, below BBB- by S&P, below
BBB- by Fitch, or the equivalent by another NRSRO,
or if unrated, considered by the Adviser to be of equivalent quality. The Fund’s
investments in high yield securities pose significant
risks. The prices of high yield securities are likely to be more sensitive to
adverse economic changes or individual corporate developments
than higher rated securities. During an economic downturn or substantial period
of rising interest rates, junk bond issuers
and, in particular, highly leveraged issuers may experience financial stress
that would adversely affect their ability to service their
principal and interest payment obligations, to meet their projected business
goals or to obtain additional financing. In the event of
a default, the Fund may incur additional expenses to seek recovery.
Collateralized
Mortgage Obligations.
Collateralized mortgage obligations (“CMOs”) are debt obligations collateralized
by mortgage loans
or mortgage pass-through securities (collectively “Mortgage Assets”). Payments
of principal and interest on the Mortgage Assets and
any reinvestment income are used to make payments on the CMOs. CMOs are issued
in multiple classes. Each class has a fixed or
floating rate and a stated maturity or final distribution date. The principal
and interest on the Mortgage Assets may be allocated among
the classes in a number of different ways. Certain classes will, as a result of
the allocation, have more predictable cash flows than
others. As a general matter, the more predictable the cash flow, the lower the
yield relative to other Mortgage Assets. The less predictable
the cash flow, the higher the yield and the greater the risk. The Fund may
invest in any class of CMO, including classes that
vary inversely with interest rates and may be more volatile and sensitive to
prepayment rates.
The
principal and interest on the Mortgage Assets comprising a CMO may be allocated
among the several classes of a CMO in many ways.
The general goal in allocating cash flows on Mortgage Assets to the various
classes of a CMO is to create certain tranches on which
the expected cash flows have a higher degree of predictability than do the
underlying Mortgage Assets. As a general matter, the more
predictable the cash flow is on a particular CMO tranche, the lower the
anticipated yield on that tranche at the time of issue will
be relative to the prevailing market yields on the Mortgage Assets. As part of
the process of creating more predictable cash flows on
certain tranches of a CMO, one or more tranches generally must be created that
absorb most of the changes in the cash flows on the
underlying Mortgage Assets. The yields on these tranches are generally higher
than prevailing market yields on other mortgage related
securities with similar average lives. Principal prepayments on the underlying
Mortgage Assets may cause the CMOs to be retired
substantially earlier than their stated maturities or final distribution dates.
Because of the uncertainty of the cash flows on these
tranches, the market prices and yields of these tranches are more volatile and
may increase or decrease in value substantially with
changes in interest rates and/or the rates of prepayment relative to other
tranches. Due to the possibility that prepayments (on home
mortgages and other collateral) will alter the cash flow on CMOs, it is
not possible to determine in advance the final maturity date
or average life. Faster prepayment will shorten the average life and slower
prepayments will lengthen it. In addition, if the collateral
securing CMOs or any third party guarantees are insufficient to make payments,
the Fund could sustain a loss.
Stripped
Mortgage-Backed Securities.
Stripped mortgage-backed securities (“SMBS”) are derivative multi-class
mortgage-backed securities.
SMBS may be issued by agencies or instrumentalities of the U.S. Government, or
by private originators. A common type of
SMBS will have one class receiving some of the interest and most of the
principal from the mortgage assets, while the other class receives
most of the interest and the remainder of the principal. In the most extreme
case, one class will receive all of the interest (the interest
only or “IO” class), while the other class will receive all of the principal
(the principal-only or “PO” class). Investments in each
class of SMBS are extremely sensitive to changes in interest rates. IOs tend to
decrease in value substantially if interest rates decline
and prepayment rates become more rapid. POs tend to decrease in value
substantially if interest rates increase and the rate of prepayment
decreases. If the Fund invests in SMBS and interest rates move in a manner not
anticipated by management, it is possible
that the Fund could lose all or substantially all of its
investment.
Commercial
Mortgage-Backed Securities.
CMBS are generally multi-class or pass-through securities backed by a mortgage
loan or a pool
of mortgage loans secured by commercial property, such as industrial and
warehouse properties, office buildings, retail space and shopping
malls, multifamily properties and cooperative apartments. The commercial
mortgage loans that underlie CMBS are generally
not amortizing or not fully amortizing. That is, at their maturity date,
repayment of their remaining principal balance or
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of the Fund
Mortgage
Securities Trust (Con’t)
“balloon”
is due and is repaid through the attainment of an additional loan or sale of the
property. An extension of a final payment on
commercial mortgages will increase the average life of the CMBS, generally
resulting in a lower yield for discount bonds and a higher
yield for premium bonds.
CMBS
are subject to credit risk and prepayment risk, among other risks. Although
prepayment risk is present, it is of a lesser degree in
the CMBS market than in the residential mortgage market; commercial real estate
property loans often contain provisions that substantially
reduce the likelihood that such securities will be prepaid (e.g., significant
prepayment penalties on loans and, in some cases,
prohibition on principal payments for several years following
origination).
The
values of, and income generated by, CMBS may be adversely affected by changing
interest rates, tightening lending standards, and
other developments impacting the commercial real estate market, such as
population shifts and other demographic changes, increasing
vacancies (potentially for extended periods) and reduced demand for commercial
and office space as well as maintenance or
tenant improvement costs and costs to convert properties for other uses. These
developments could result from, among other things,
changing tastes and preferences (such as remote work arrangements) as well as
cultural, technological, global or local economic
and market developments. In addition, changing interest rate environments and
associated changes in lending standards and
higher refinancing rates may adversely affect the commercial real estate and
CMBS markets. The occurrence of any of the foregoing
or similar developments would likely increase default risk for the properties
and loans underlying these investments as well as
impact the value of, and income generated by, these investments. These
developments could also result in reduced liquidity for CMBS.
When-Issued
Securities, Delayed Delivery Securities, TBAs and Forward
Commitments
The Fund
may purchase or sell securities that it is entitled to receive on a when-issued,
delayed delivery or through a forward commitment
basis. These transactions involve the purchase or sale of securities by the Fund
at an established price with payment and delivery
taking place in the future. The Fund
enters into these transactions to obtain what is considered an advantageous
price to the Fund
at the time of entering into the transaction. For example, the Fund may invest
in TBAs, which settle on a delayed delivery basis.
In a TBA transaction, the seller agrees to deliver the MBS for an agreed upon
price on an agreed upon future date, but makes no
guarantee as to which or how many securities are to be delivered. 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. Investments in TBAs may
give rise to a form of leverage. Leverage may cause the Fund to be more volatile
than if the Fund had not been leveraged and may
increase the impact that gains (losses) have on the Fund. Further, TBAs may
increase the Fund’s portfolio turnover rate. FINRA rules
include mandatory margin requirements that will require the Fund to post
collateral in connection with its TBA transactions, which
could increase the cost of TBA transactions to the Fund and impose added
operational complexity.
The Fund’s
purchase of other securities on a when-issued, delayed delivery or through a
forward commitment basis are subject to similar
risks, including counterparty risk and that the value of securities in these
transactions on the delivery date may be less than the price
paid by the Fund to purchase the securities. In addition, there can be no
assurance that a security purchased on a when-issued basis
will be issued. When the Fund has sold a security on a when-issued,
delayed delivery, or forward commitment basis, the Fund does
not benefit if the value of the security appreciates above the sale price during
the commitment period and the Fund is subject to failure
of the counterparty to pay for the securities.
Inverse
Floaters
Inverse
floaters are obligations which pay interest at rates that vary inversely with
changes in market rates of interest. Because the interest
rate paid to holders of such obligations is generally determined by subtracting
a variable or floating rate from a predetermined amount,
the interest rate paid to holders of such obligations will decrease as such
variable or floating rate increases and increase as such
variable or floating rate decreases.
Like
most other fixed-income securities, the value of inverse floaters will decrease
as interest rates increase. They are more volatile, however,
than most other fixed-income securities because the coupon rate on an inverse
floater typically changes at a multiple of the change
in the relevant index rate. Thus, any rise in the index rate (as a consequence
of an increase in interest rates) causes a correspondingly
greater drop in the coupon rate of an inverse floater while a drop in the index
rate causes a correspondingly greater increase
in the coupon of an inverse floater. Some inverse floaters may also increase or
decrease substantially because of changes in the rate
of prepayments.
Market
and Geopolitical Risk
The
value of your investment in the Fund is based on the values of the Fund’s
investments, which change 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. Volatility and disruption in financial markets
and economies may be sudden and unexpected, expose
the Fund to greater risk, including risks associated with reduced market
liquidity and fair valuation, and adversely affect the Fund’s
operations. For example, the Adviser potentially will be prevented from
executing investment decisions at an advantageous
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Stanley Prospectus | Details
of the Fund
Mortgage
Securities Trust (Con’t)
time
or price as a result of any domestic or global market disruptions and reduced
market liquidity may impact the Fund’s ability to sell
securities to meet redemptions.
The
increasing interconnectivity between global economies and markets increases the
likelihood that events or conditions in one region
or market may adversely impact other companies and issuers in a different
country, 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 adversely
impact the Fund’s investments. 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 and extreme weather events, health emergencies
(such as epidemics and pandemics), terrorism, regulatory events and governmental
or quasi-governmental actions. The occurrence
of global events, such as terrorist attacks around the world, natural disasters,
health emergencies, social and political (including
geopolitical) discord and tensions 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. Inflation rates
may change frequently and significantly because of
various factors, including unexpected shifts in the domestic or global economy
and changes in monetary or economic policies (or expectations
that these policies may change). Changes in expected inflation rates may
adversely affect market and economic conditions,
the Fund’s investments and an investment in the Fund. The market price of debt
securities generally falls as inflation increases
because the purchasing power of the future income and repaid principal is
expected to be worth less when received by the Fund.
The risk of inflation is greater for debt instruments with longer maturities and
especially those that pay a fixed rather than variable
interest rate. Other financial, economic and other global market and social
developments or disruptions may result in similar adverse
circumstances, 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 (which may last for
extended periods). In general, the securities or other
instruments that the Adviser believes represent an attractive investment
opportunity or in which the Fund seeks to invest may be
unavailable entirely or in the specific quantities sought by the Fund. As a
result, the Fund may need to obtain the desired exposure through
a less advantageous investment, forgo the investment at the time or seek to
replicate the desired exposure through a derivative
transaction or investment in another investment vehicle. Any such event(s) could
have a significant adverse impact on the value
and risk profile of the Fund’s portfolio. 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., the novel coronavirus
outbreak, epidemics and other pandemics), terrorism, conflicts, social unrest,
recessions, inflation, interest rate changes and
supply chain disruptions 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.
Government
and other public debt,
including municipal obligations in which the Fund may invest,
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.
Global
events may negatively impact broad segments of businesses and populations, cause
a significant negative impact on the performance
of the Fund’s investments, adversely
affect and increase the volatility of the Fund’s share price
and exacerbate pre-existing
political, social and economic risks to the Fund. The Fund’s
operations may be interrupted as a result, which may contribute to
the negative impact on investment performance. In addition, governments, their
regulatory agencies, or self-regulatory organizations
may take actions that affect the instruments in which the Fund invests, or the
issuers of such instruments, in ways that could
have a significant negative impact on the Fund’s investment performance. In
addition, government actions (such as changes to interest
rates) could have unintended economic and market consequences that adversely
affect the Fund’s investments.
ESG
Investment Risk
To
the extent that the investment adviser considers environmental, social and/or
governance (“ESG”) issues as a component in its investment
decision-making process, the Fund’s performance may be impacted. Additionally,
the investment adviser’s consideration of
ESG issues in its investment decision-making process may require subjective
analysis and the ability of the investment adviser to consider
ESG issues may be difficult if data about a particular issuer (or obligor) is
limited. The investment adviser’s consideration of ESG
issues may contribute to the investment adviser’s decision to forgo
opportunities to buy certain securities. ESG issues with respect
to an issuer (or obligor) or the investment adviser’s assessment of such may
change over time.
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U.S.
Government Securities
The
U.S. government securities that the Fund may purchase include U.S. Treasury
bills, notes and bonds, all of which are direct obligations
of the U.S. Government. In addition, the Fund may purchase securities issued or
guaranteed by agencies and instrumentalities
of the U.S. Government which are backed by the full faith and credit of the
United States. Among the agencies and instrumentalities
issuing these obligations are the
Government National Mortgage Association and the Federal Housing Administration.
Also, the Fund may purchase securities issued by agencies and instrumentalities
which are not backed by the full faith
and credit of the United States, but whose issuing agency or instrumentality has
the right to borrow, to meet its obligations, from
the U.S. Treasury. Among these agencies and instrumentalities are the Federal
National Mortgage Association (“Fannie Mae”), the
Federal Home Loan Mortgage Corporation (“Freddie Mac”) and the Federal Home Loan
Banks. Further, the Fund may purchase
securities issued by agencies and instrumentalities which are backed
solely by the credit of the issuing agency or instrumentality.
Among these agencies and instrumentalities is the Federal Farm Credit System.
Because these securities are not backed
by the full faith and credit of the United States, there is a risk that the U.S.
Government will not provide financial support to these
agencies if it is not obligated to do so by law, and therefore these U.S.
government securities involve greater credit risk than other
types of U.S. government securities. The maximum potential liability of the
issuers of some U.S. government securities held by the
Fund may greatly exceed their current resources, including their legal right to
support from the U.S. Treasury. It is possible that these
issuers will not have the funds to meet their payment obligations in the future.
The interest from U.S. government securities generally
is not subject to state and local taxation. In addition, uncertainty regarding
the status of negotiations in the U.S. government
to increase the statutory debt ceiling could increase the risk that the U.S.
government may default on payments on certain
U.S. government securities and may cause the credit rating of the U.S.
government to be downgraded. Any uncertainty regarding
the ability of the United States to repay its debt obligations, and any default
by the U.S. government, would have a negative
impact on the Fund’s investments in U.S. government securities.
Asset-Backed
Securities
Asset-backed
securities apply the securitization techniques used to develop mortgage-backed
securities to a broad range of other assets.
Various types of assets, primarily automobile and credit card receivables and
home equity loans, are pooled and securitized in pass-through
structures similar to pass-through structures developed with respect to mortgage
securitizations. Asset-backed securities have
risk characteristics similar to mortgage-backed securities. Like mortgage-backed
securities, they generally decrease in value as a result
of interest rate increases, but may benefit less than other fixed-income
securities from declining interest rates, principally because
of prepayments. Also, as in the case of mortgage-backed securities, prepayments
generally increase during a period of declining
interest rates, although other factors, such as changes in credit use and
payment patterns, may also influence prepayment rates.
Asset-backed securities also involve the risk that various federal and state
consumer laws and other legal and economic factors may
result in the collateral backing the securities being insufficient to support
payment on the securities.
To
the extent the Fund invests in asset-backed securities issued by
non-governmental issuers, such as commercial banks, savings and loan
institutions, and other secondary market issuers, the Fund will be exposed to
additional risks because, among other things, there are
no direct or indirect government or agency guarantees of payments in the pools
underlying the securities. Privately-issued asset-backed
securities may be less readily marketable, subject to heightened credit risk and
the market for such securities is typically smaller
and less liquid than other asset-backed securities.
Liquidity
The Fund
may make investments that are illiquid or restricted or that may become illiquid
or less liquid in response to, among other developments,
overall economic conditions or adverse investor perceptions, and which may
entail greater risk than investments in other
types of securities. Illiquidity can also be caused by, among other things, a
drop in overall market trading volume, an inability to
find a willing buyer, or legal restrictions on the securities’ resale. These
investments may be more difficult to value or sell, particularly
in times of market turmoil, and there may be little trading in the secondary
market available for particular securities. Liquidity
risk may be magnified in a market where credit spread and interest rate
volatility is rising and where investor redemptions from
fixed-income mutual funds may be higher than normal. If
the
Fund is forced to sell an illiquid or restricted security to fund redemptions
or for other cash needs, it may be forced to sell the security at a loss or for
less than its fair value and may be unable to sell
the security at all.
High
Yield Securities
Fixed-income
securities that are not investment grade are commonly referred to as “junk
bonds” or high yield, high risk securities. These
securities offer a higher yield than other higher rated securities, but they
carry a greater degree of risk. High yield securities are subject
to greater risk of loss of income and principal than higher rated securities and
may be considered speculative by the major credit
rating agencies. High
yield securities may be issued by companies that are restructuring, are smaller
and less creditworthy or are
more highly indebted than other companies. This means that they may have more
difficulty making scheduled payments of principal
and interest. Changes in the value of high yield securities are influenced more
by changes in the financial and business position
of the issuing company than by changes in interest rates when compared to
investment grade securities. During adverse market
or economic conditions, high yield securities are typically particularly
susceptible to default risk.
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In
recent years, there has been a broad trend of weaker or less restrictive
covenant protections in the high yield market. Among other things,
under such weaker or less restrictive covenants, borrowers might be able to
exercise more flexibility with respect to certain activities
than borrowers who are subject to stronger or more protective covenants. For
example, borrowers might be able to incur more
debt, including secured debt, return more capital to shareholders, remove or
reduce assets that are designated as collateral securing
high yield securities, increase the claims against assets that are permitted
against collateral securing high yield securities or otherwise
manage their business in ways that could impact creditors negatively. In
addition, certain privately held borrowers might be permitted
to file less frequent, less detailed or less timely financial reporting or other
information, which could negatively impact the value
of the high yield securities issued by such borrowers. Each of these factors
might negatively impact the high yield securities held by
the Fund.
Foreign
Securities
Foreign
issuers generally are subject to different accounting, auditing and financial
reporting standards than U.S. issuers. There may be
less information available to the public about foreign issuers. Securities of
foreign issuers can be less liquid and experience greater price
movements. In addition, the prices of such securities may be susceptible to
influence by large traders, due to the limited size of many
foreign securities markets. Moreover, investments in certain foreign markets
that have historically been considered stable may become
more volatile and subject to increased risk due to developments and changing
conditions in such markets. Also, 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. In some foreign countries,
there is also the risk of government expropriation, excessive taxation,
political or social instability, the imposition of currency
controls or diplomatic developments that could affect the Fund’s investment.
There also can be difficulty obtaining and enforcing
judgments against issuers in foreign countries. Foreign stock exchanges,
broker-dealers and listed issuers may be subject to less
government regulation and oversight. The cost of investing in foreign
securities, including brokerage commissions and custodial expenses,
can be higher than the cost of investing in domestic securities.
Certain
foreign markets may rely heavily on particular industries or foreign capital and
are more vulnerable to diplomatic developments,
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 less stringent investor
protections and disclosure standards, and 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.
Foreign investment in the securities markets of certain foreign countries is
restricted or controlled to varying degrees. 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.
Moreover, if a deterioration occurs in a country’s balance of payments, the
country could impose temporary restrictions on foreign
capital remittances. The Fund could also be adversely affected by delays in, or
a refusal to grant, any required governmental approval
for repatriation, as well as by the application to it of other restrictions on
investment. Any of these actions could severely affect
security prices, which could result in losses to the Fund and increased
transaction costs, impair the Fund’s ability to purchase or sell
foreign securities or transfer the Fund’s assets back into the United States, 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.
Economic
sanctions or other similar measures may be, and have been, imposed against
certain countries, organizations, companies, entities
and/or individuals. The
Fund’s investments in foreign securities are subject to economic sanctions and
trade laws in the United
States and other jurisdictions. These laws and related governmental actions,
including counter-sanctions and other retaliatory measures,
can, from time to time, prevent or prohibit the Fund from investing in
certain foreign securities. In addition, economic sanctions
could prohibit the Fund from transacting with particular countries,
organizations, companies, entities and/or individuals by banning
them from global payment systems that facilitate cross-border payments,
restricting their ability to settle securities transactions,
and freezing their assets. The imposition of sanctions and other similar
measures could, among other things, cause a decline
in the value of securities issued by the sanctioned country or companies located
in, or economically linked to, the sanctioned country,
downgrades in the credit ratings of the sanctioned country or companies located
in, or economically linked to, the sanctioned
country, devaluation of the sanctioned country’s currency, and increased market
volatility and disruption in the sanctioned
country and throughout the world. Economic sanctions or other similar measures
could, among other things, effectively restrict
or eliminate the Fund’s ability to purchase or sell securities, negatively
impact the value or liquidity of the Fund’s investments, significantly
delay or prevent the settlement of the Fund’s securities transactions,
force the Fund to sell or otherwise dispose of investments
at inopportune times or prices, increase the Fund’s transaction costs, make the
Fund’s investments more difficult to
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of the Fund
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value
or impair the Fund’s ability to meet its investment objective or invest in
accordance with its investment strategies. These conditions
may be in place for a substantial period of time and enacted with limited
advance notice to the Fund.
Even
if the Fund does not have significant investments in securities affected by
sanctions, sanctions or the threat of sanctions may cause
volatility in regional and global markets and may negatively impact the
performance of various sectors and industries, as well as companies
in other countries, including through global supply chain disruptions, increased
inflationary pressures, and reduced economic
activity, which could have a negative effect on the Fund’s performance. In
addition, trade disputes may affect investor and consumer
confidence and adversely affect financial markets and the broader economy,
perhaps suddenly and to a significant degree. Events
such as these and their impact on the Fund are difficult to
predict.
In
addition, the Holding Foreign Companies Accountable Act (the “HFCAA”) could
cause securities of a foreign (non-U.S.) company,
including American Depositary Receipts, 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.
Sovereign
Debt Obligations
The
Fund may invest in debt obligations known as “sovereign debt,” which are
obligations of governmental issuers in emerging market
or developing countries and industrialized countries. Certain emerging market or
developing countries are among the largest debtors
to commercial banks and foreign governments. The issuer or governmental
authority that controls the repayment of sovereign
debt may not be willing or able to repay the principal and/or pay interest when
due in accordance with the terms of such obligations.
Uncertainty surrounding the level and sustainability of sovereign debt of
certain countries has at times increased volatility in
the financial markets. In addition, a number of Latin American countries are
among the largest debtors of developing countries and
have a long history of reliance on foreign debt. Additional factors that may
influence the ability or willingness to service debt include,
but are not limited to, a country’s cash flow situation, the availability of
sufficient foreign exchange on the date a payment is due,
the relative size of its debt service burden to the economy as a whole and its
government’s policy towards the International Monetary
Fund, the World Bank and other multilateral agencies. A country whose exports
are concentrated in a few commodities or whose
economy depends on certain strategic imports could be vulnerable to fluctuations
in international prices of these commodities or
imports. If a foreign sovereign obligor cannot generate sufficient earnings from
foreign trade to service its external debt, it may need
to depend on continuing loans and aid from foreign governments, commercial banks
and multilateral organizations, and inflows
of foreign investment. The commitment on the part of these foreign governments,
multilateral organizations and others to make
such disbursements may be conditioned on the government’s implementation of
economic reforms and/or economic performance
and the timely service of its obligations. Failure to implement such reforms,
achieve such levels of economic performance
or repay principal or interest when due may result in the cancellation of such
third-parties’ commitments to lend funds, which
may further impair the foreign sovereign obligor’s ability or willingness to
timely service its debts. In addition, there is no legal process
for collecting on a sovereign debt that a government does not pay or bankruptcy
proceeding by which all or part of the sovereign
debt that a government entity has not repaid may be collected.
Depositary
Receipts
A
depositary receipt is generally issued by a bank or financial institution and
represents the common stock or other equity securities of
a foreign company. Depositary receipts involve many of the same risks as those
associated with direct investment in foreign securities.
In addition, the underlying issuers of certain depositary receipts, particularly
unsponsored or unregistered depositary receipts,
are under no obligation to distribute shareholder communications to the holders
of such receipts, or to pass through to them any
voting rights with respect to the deposited securities.
Foreign
Currency Forward Exchange Contracts
In
connection with its
investments in foreign securities, the
Fund also may enter into contracts with banks, brokers or dealers to
purchase
or sell securities or foreign currencies at a future date. A foreign currency
forward exchange contract is a negotiated agreement
between the contracting parties to exchange a specified amount of currency at a
specified future time at a specified rate. The
rate can be higher or lower than the spot rate between the currencies that are
the subject of the contract. Foreign currency forward
exchange contracts may be used to seek to protect against uncertainty in the
level of future foreign currency exchange rates or to
gain or modify exposure to a particular currency. In
addition, the
Fund may use cross currency hedging or proxy hedging with respect
to currencies in which the Fund has or expects to have portfolio or currency
exposure. Cross currency and proxy hedges involve
the sale of one currency against the positive exposure to a different currency
and may be used for hedging purposes or to establish
an active exposure to the exchange rate between any two currencies. To the
extent hedged by the use of foreign currency forward
exchange contracts, the precise matching of the foreign currency forward
exchange contract amounts and the value of the securities
involved will not generally be possible because the future value of such
securities in foreign currencies will change as a consequence
of market movements in the value of those securities between the date on which
the contract is entered into and the date
it matures. Furthermore, such transactions may reduce or preclude the
opportunity for gain if the value of the currency should move
in the direction opposite to the position taken. There is an additional risk to
the extent that foreign currency forward exchange
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contracts
create exposure to currencies in which the Fund’s securities are not
denominated. Unanticipated changes in currency prices may
result in poorer overall performance for the Fund than if it had not entered
into such contracts. The use of foreign currency forward
exchange contracts involves the risk of loss from the insolvency or bankruptcy
of the counterparty to the contract or the failure
of the counterparty to make payments or otherwise comply with the terms of the
contract.
Derivatives
The Fund may,
but is not required to, use derivatives and other similar instruments for a
variety of purposes, including hedging, risk management,
portfolio management or to seek to earn income. Derivative instruments used by
the Fund will be counted towards the Fund’s
exposure in the types of securities listed herein to the extent they have
economic characteristics similar to such securities. A derivative
is a financial instrument whose value is based, in part, on the value of an
underlying asset, interest rate, index or financial instrument.
Prevailing interest rates and volatility levels, among other things, also affect
the value of derivative instruments. Derivatives
and other similar instruments that create synthetic exposure often are subject
to risks similar to those of the underlying asset
or instrument and may be subject to additional risks, including imperfect
correlation between the value of the derivative and the underlying
asset, risks of default by the counterparty to certain transactions,
magnification of losses incurred due to changes in the market
value of the securities, instruments, indices or interest rates to which the
derivative instrument relates, risks that the transactions
may not be liquid, risks arising from margin and payment requirements, risks
arising from mispricing or valuation complexity
and operational and legal risks. The use of derivatives involves risks that are
different from, and possibly greater than, the risks
associated with other portfolio investments. Derivatives may involve the use of
highly specialized instruments that require investment
techniques and risk analyses different from those associated with other
portfolio investments.
Certain
derivative transactions may give rise to a form of leverage. Leverage magnifies
the potential for gain and the risk of loss. Leverage
associated with derivative transactions may cause the Fund to liquidate
portfolio positions when it may not be advantageous to
do so, or may cause the Fund to be more volatile than if the Fund had not been
leveraged. Although the Adviser seeks to use derivatives
to further the Fund’s investment objective, there is no assurance that the use
of derivatives will achieve this result.
The
derivative instruments and techniques that the Fund may use
include:
Futures.
A futures contract is a standardized, exchange-traded 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. While the value of
a futures contract tends to increase or 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. Depending on the terms of the particular
contract, futures contracts are settled through either physical
delivery of the underlying instrument on the settlement date or by payment of a
cash settlement amount on the settlement date.
A decision as to whether, when and how to use futures contracts involves the
exercise of skill and judgment and even a well-conceived
futures transaction may be unsuccessful because of market behavior or unexpected
events. In addition to the derivatives risks
discussed above, the prices of futures contracts can be highly volatile, using
futures contracts can lower total return, and the potential
loss from futures contracts can exceed the Fund’s initial investment in such
contracts. No assurance can be given that a liquid
market will exist for any particular futures contract at any particular time.
There is also the risk of loss by the Fund of margin deposits
in the event of bankruptcy of a broker with which the Fund has open
positions in the futures contract.
Options.
If the Fund buys an option, it buys a legal contract giving it the right to buy
or sell a specific amount of the underlying instrument,
foreign currency or contract, such as a swap agreement or futures contract, on
the underlying instrument or foreign currency
at an agreed-upon price during a period of time or on a specified date typically
in exchange for a premium paid by the Fund.
If the Fund sells an option, it sells to another person the right to buy from or
sell to the Fund a specific amount of the underlying
instrument, swap, foreign currency, or futures contract on the underlying
instrument or foreign currency at an agreed-upon
price during a period of time or on a specified date typically in exchange for a
premium received by the Fund. When options are
purchased OTC, the Fund bears the risk that the counterparty that wrote
the option will be unable or unwilling to perform its obligations
under the option contract. Options may also be illiquid and the Fund may
have difficulty closing out its position. A decision
as to whether, when and how to use options involves the exercise of skill and
judgment and even a well-conceived option transaction
may be unsuccessful because of market behavior or unexpected events. The prices
of options can be highly volatile and the
use of options can lower total returns.
Investments
in foreign currency options may substantially change the Fund’s exposure to
currency exchange rates and could result in losses
to the Fund if currencies do not perform as the Adviser expects. There is a risk
that such transactions may reduce or preclude the
opportunity for gain if the value of the currency should move in the direction
opposite to the position taken. 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 applicable foreign
currency. The price of the option may vary with changes 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. 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 such contracts.
Options on foreign currencies are traded primarily
in the OTC market, but may also be traded on U.S. and foreign
exchanges.
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Foreign
currency options contracts may be used for hedging purposes or non-hedging
purposes in pursuing the Fund’s investment objective,
such as when the Adviser anticipates that particular non-U.S. currencies will
appreciate or depreciate in value, even though securities
denominated in those currencies are not then held in the Fund’s investment
portfolio. Investing in foreign currencies for purposes
of gaining from projected changes in exchange rates, as opposed to only hedging
currency risks applicable to the Fund’s holdings,
further increases the Fund’s exposure to foreign securities losses. There is no
assurance that the Adviser’s use of currency derivatives
will benefit the Fund or that they will be, or can be, used at appropriate
times.
Swaps.
The Fund may enter into OTC swap contracts or cleared swap transactions. 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. Typically 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 party. Cleared swap
transactions may help reduce counterparty credit
risk. In a cleared swap, the Fund’s ultimate counterparty is a clearinghouse
rather than a swap dealer, bank or other financial institution.
OTC 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 credit risk or the risk of
default or non-performance by the counterparty. Certain
swaps have begun trading on exchanges called swap execution facilities. Exchange
trading is expected to increase liquidity of swaps
trading. Both OTC and cleared swaps could result in losses if interest rates,
foreign currency exchange rates or other factors are not
correctly anticipated by the Fund or if the reference index, security or
investments do not perform as expected. The Dodd-Frank Wall
Street Reform and Consumer Protection Act and related regulatory developments
require the clearing and exchange trading of certain
standardized swap transactions. Mandatory exchange-trading and clearing is
occurring on a phased-in basis. The Fund may pay
fees or incur costs each time it enters into, amends or terminates a swap
agreement.
The
Fund’s use of swaps may include those based on the credit of an underlying
security, commonly referred to as “credit default swaps.”
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 a third-party on 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.
When the Fund is the seller of a credit default swap
contract, it typically receives the stream of payments but is obligated to pay
an amount equal to the par (or other agreed-upon) value
of a referenced debt obligation upon the default or similar event of the issuer
of the referenced debt obligation.
Other
Risks.
The performance of the Fund also will depend on whether or not the Adviser is
successful in applying the Fund’s investment
strategies. The Fund is also subject to other risks from its permissible
investments, including the risks associated with its investments
in municipal securities. For more information about this risk, see “Additional
Risk Information.”
Additional
Risk Information
This
section provides additional information relating to the risks of investing in
the Fund.
Loan-Related
Investments
Loan-related
investments may include, without limitation, public bank loans made by banks or
other financial institutions and loan participations
and assignments. Such investments may be rated investment grade or below
investment grade. To the extent these investments
are second lien loans, which are lower in priority to senior loans, but have
seniority in a company’s capital structure to other
liabilities, the company would be required to pay down these second lien loans
prior to other lower-ranked claims on their assets.
With respect to loan participations, the Fund may not always have direct
recourse against a borrower if the borrower fails to pay
scheduled principal and/or interest; may be subject to greater delays, expenses
and risks than if the Fund had purchased a direct obligation
of the borrower; and may be regarded as the creditor of the agent lender (rather
than the borrower), subjecting the Fund to
the creditworthiness of that lender as well.
Certain
loans may be illiquid, meaning the Fund
may not be able to sell them quickly at a fair price. Illiquid securities are
also difficult
to value. To the extent a loan has been deemed illiquid, it will be subject to
the Fund’s restrictions on investment in illiquid securities.
The secondary market for loans may be subject to irregular trading activity,
wide bid/ask spreads and extended trade settlement
periods. Because some loans may have a more limited secondary market, liquidity
and valuation risk is more pronounced for
the Fund than for funds that invest primarily in other types of fixed-income
instruments or equity securities. In the case of extended
trade settlement periods, the Fund may not receive the proceeds from the
sale of a loan for a period after the sale. As a result,
sale proceeds related to the sale of loans may not be available to make
additional investments or to meet the Fund’s redemption
obligations for a period after the sale of the loans and, as a result, the Fund
may have to sell other investments or engage in
borrowing transactions, such as borrowing from its credit facility, if necessary
to raise cash to meet its obligations. Loans are subject
to the risk of default in the payment of interest or principal, which would
result in a reduction of income to the Fund and a potential
decrease in the Fund’s NAV. Although a loan may be fully collateralized at the
time of acquisition, the collateral may decline
in value, be relatively illiquid or lose all or substantially all of its value
subsequent to investment. Certain loans may not be
Morgan
Stanley Prospectus | Details
of the Fund
Mortgage
Securities Trust (Con’t)
considered
securities under the federal securities laws and, therefore, investments in such
loans may not be subject to certain protections
under those laws.
The
risk of default will increase in the event of an economic downturn or a
substantial increase in interest rates. Loans that are rated below
investment grade share the same risks of other below investment grade
securities. Because loans in which the Fund may invest could
rank lower in priority of payment to senior loans, they present a greater degree
of investment risk due to the fact that the cash flow
or other property of the borrower securing the loan may be insufficient to meet
scheduled payments after meeting the senior secured
payment obligations of the borrower. These loans may exhibit greater price
volatility as well. There is less readily available, reliable
information about most loan investments than is the case for many other types of
securities.
Municipals
Municipal
securities (also referred to as municipal obligations) include debt obligations
of states, territories or possessions of the United
States and the District of Columbia and their political subdivisions, agencies
and instrumentalities, such as local or regional governments.
The income on municipal securities is generally exempt from federal income tax
at the time of issuance, in the opinion of
bond counsel or other counsel to the issuers of such securities. However, the
Fund may purchase municipal securities that pay interest
that is subject to the federal alternative minimum tax, and municipal securities
on which the interest payments are taxable. These
securities typically are “general obligation” or “revenue” bonds, notes or
commercial paper, including participations in lease obligations
and installment purchase contracts of municipalities. General obligation bonds
are secured by the issuer’s full faith and credit
including its taxing power for payment of principal and interest. Revenue bonds,
however, are generally payable from a specific revenue
source. They are issued for a wide variety of projects such as financing public
utilities, hospitals, housing, airports, highways and
educational facilities. These types of bonds involve the risk that the tax or
other revenues so derived will not be sufficient to meet interest
and or principal payment obligations. These obligations may have fixed, variable
or floating rates.
Because
the
Fund may invests
in municipal securities, the Fund may be affected significantly by the economic,
regulatory, legislative, tax
or political developments affecting the ability of issuers of municipal
securities to pay interest or repay principal. The risks of municipal
securities generally depend on the financial and credit status of the issuer and
may rely on a specific stream of revenue associated
with a project or other revenue source. Thus, adverse developments related to a
municipality’s ability to raise revenue, including
through its taxing authority, or the failure of specific revenues to materialize
would negatively impact such investments. Changes
in the financial health of an issuer of municipal securities may make it
difficult for the issuer to make interest and principal payments
when due. Some municipalities have had significant financial problems recently,
and these and other municipalities could, potentially,
continue to experience significant financial problems resulting from lower tax
revenues and/or decreased aid from state and
local governments in the event of an economic downturn. In addition, adverse
legislative, tax, regulatory, demographic or political
changes may negatively impact the Fund’s investments in municipal securities.
These events could decrease the Fund’s
income
and/or adversely affect the Fund’s
performance and investments. Municipal securities also involve the risk that an
issuer may call
securities for redemption, which could force the Fund to reinvest the proceeds
at a lower rate of interest, and the value of municipal
securities may be affected by the rights of municipal security
holders.
Municipal
securities may be more susceptible to downgrades, defaults or loss of tax or
other revenue during recessions or similar periods
of economic stress. Factors contributing to the financial stress on
municipalities may include lower property tax collections as a
result of lower home values, lower sales tax revenue as a result of consumers
cutting back spending and lower income tax revenue as a
result of a higher unemployment rate. These factors, which may also impact other
municipal obligations, include, among others, changing
demographic trends, such as population shifts or changing tastes and values, or
increasing vacancies or declining rents resulting
from legal, cultural, technological, global or local economic developments, as
well as reduced demand for properties, revenues
or goods. In addition, because some municipal obligations may be secured or
guaranteed by banks and other institutions, the
risk to the Fund associated with investments in such municipal securities could
increase if the banking or financial sector suffers an
economic downturn and/or if the credit ratings of the institutions issuing the
guarantee are downgraded or at risk of being downgraded
by a national rating organization. If such events occur, the value of the
security could decrease or the value could be lost entirely,
and it may be difficult or impossible for the Fund to sell the security at the
time and the price that normally prevails in the market.
For
example, recent public health emergencies have significantly stressed the
financial resources of many municipalities and other issuers
of municipal securities, which may impair their ability to meet their financial
obligations and may harm the value or liquidity of
the Fund’s investments in municipal securities (or the income generated by such
investments). In particular, responses by municipalities
to recent public health emergencies have caused disruptions in business
activities. These and other effects of recent public
health emergencies, such as increased unemployment levels, have impacted tax and
other revenues of municipalities and other issuers
of municipal securities and the financial conditions of such issuers. As a
result, there is an increased budgetary and financial pressure
on municipalities and other issuers of municipal securities and heightened risk
of default or other adverse credit or similar events
for issuers of municipal securities, which would adversely impact the Fund’s
investments.
In
addition, the ability of an issuer to make payments or repay interest may be
affected by litigation or bankruptcy. In the event of bankruptcy
of such an issuer, the Fund investing in the issuer’s securities could
experience delays in collecting principal and interest,
Morgan
Stanley Prospectus | Details
of the Fund
Mortgage
Securities Trust (Con’t)
and
the Fund may not, in all circumstances, be able to collect all principal and
interest to which it is entitled. To enforce its rights in the
event of a default in the payment of interest or repayment of principal, or
both, the Fund may, in some instances, take possession of,
and manage, the assets securing the issuer’s obligations on such securities,
which may increase the Fund’s operating expenses. Any income
derived from the Fund’s ownership or operation of such assets may not be
tax-exempt. Municipal securities are subject to, among
other risks, credit and interest rate risk and market and geopolitical
risk.
Because
many municipal securities are issued to finance similar projects (such as those
relating to education, health care, housing, transportation,
and utilities), conditions in those sectors, similar projects or particular
states or geographic regions may particularly affect
the overall municipal securities market. In addition, changes in the financial
condition of an individual municipal issuer can affect
the overall municipal market. Municipal securities backed by current or
anticipated revenues from a specific project or specific assets
can be negatively affected by the discontinuance of the supporting taxation or
the inability to collect revenues for the specific project
or specific assets. Moreover, as a result of various economic, market and other
factors, there could be reduced tax or other revenue
available to issuers of municipal obligations and, in turn, increased budgetary
and financial pressure on municipalities and other
issuers of municipal obligations, which could adversely impact the risks
associated with municipal obligations of such issuer. As a
result, the Fund’s investments in municipal obligations may be subject to
heightened risks relating to the occurrence of such developments.
Some
municipal securities are subject to the risk that the U.S. Internal Revenue
Service (“IRS”) may determine that an issuer has not complied
with applicable tax requirements (or the occurrence of other adverse tax
developments) and that interest from the municipal
security is taxable, which may result in a significant decline in the value of
the security. In addition, interest on municipal obligations,
while generally exempt from federal income tax, may not be exempt from the
federal alternative minimum tax. Municipal
securities may be less liquid than taxable bonds and there may be less publicly
available information on the financial condition
of municipal security issuers than for issuers of other securities, and the
investment performance of the Fund investing in municipal
securities may therefore be more dependent on the analytical abilities of the
Adviser than if the Fund held other types of investments
such as stocks or taxable bonds. The secondary market for municipal securities
also tends to be less well developed or liquid
than many other securities markets, which may adversely affect the Fund’s
ability to sell municipal securities it holds at attractive
prices or value municipal securities. In addition, the demand for municipal
securities is strongly influenced by the value of tax-exempt
income to investors and lower income tax rates could reduce the advantage of
owning municipal securities, which may also
adversely affect the value and liquidity of municipal securities.
Large
Shareholder Transactions Risk
The Fund
may experience adverse effects when certain shareholders, or shareholders
collectively, purchase or redeem large amounts of
shares of the Fund. Such larger than normal redemptions may cause the Fund to
sell portfolio securities at times when it would not
otherwise do so, which may negatively impact the Fund’s NAV and liquidity.
Similarly, large Fund share purchases may adversely
affect the Fund’s performance to the extent that the Fund is delayed in
investing new cash and is required to maintain a larger
cash position than it ordinarily would. Large shareholder transactions may also
accelerate the realization of taxable income to shareholders
if such sales of investments resulted in gains, and may also increase
transaction costs. In addition, a large redemption could
result in the Fund’s current expenses being allocated over a smaller asset base,
leading to an increase in the Fund’s expense ratio.
Although large shareholder transactions may be more frequent under certain
circumstances, the Fund is generally subject to the risk
that shareholders can purchase or redeem a significant percentage of Fund shares
at any time.
Active
Management Risk
In
pursuing the Fund’s investment objective, the Adviser has considerable leeway in
deciding which investments it buys, holds or sells on
a day-to-day basis, and which trading strategies it uses. For example, the
Adviser, in its discretion, may determine to use some permitted
trading strategies while not using others. The success or failure of such
decisions will affect the Fund’s performance.
In
addition, 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 and the Adviser may be restricted in its ability to
cause the Fund to buy or sell securities of an issuer
for substantial periods of time when the Fund otherwise could realize profit or
avoid loss. This may adversely affect the Fund’s flexibility
with respect to buying or selling securities and may impair the Fund’s
liquidity.
Temporary
Defensive Investments
Under
adverse or unstable market conditions or abnormal circumstances or when the
Adviser believes that changes in market, economic,
political or other conditions warrant, the Fund may, in the discretion of the
Adviser, take temporary positions that are inconsistent
with the Fund’s principal investment strategies in attempting to respond to such
conditions or circumstances. For example,
the Fund may invest without limit in cash, cash equivalents or other
fixed-income instruments, derivatives, repurchase agreements
or securities of other investment companies, including money market funds, for
temporary purposes. If the Adviser incorrectly
predicts the effects of these changes, or
during periods of temporary defensive or other temporary positions, such
temporary
investments may adversely affect the
Fund’s performance and the Fund may not achieve its investment
objective.
Morgan
Stanley Prospectus | Details
of the Fund
Mortgage
Securities Trust (Con’t)
Portfolio
Turnover
Consistent
with its
investment policies, the
Fund will purchase and sell securities without regard to the effect on
portfolio turnover. Higher
portfolio turnover (e.g., over 100% per year) will cause the Fund to
incur additional transaction costs and may result in taxable
gains being passed through to shareholders. The Fund may
engage in frequent trading of securities to achieve its investment
objective.
Portfolio
Holdings
A
description of the Fund’s policies and procedures with respect to the disclosure
of the Fund’s portfolio securities is available in the Fund’s
SAI.
Fund
Management
The
Fund has retained the Adviser—Morgan Stanley Investment Management Inc.—to
provide investment advisory services. The Adviser
is a wholly-owned subsidiary of Morgan Stanley (NYSE: “MS”), 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. The Adviser, together with its affiliated asset management companies,
had approximately $1.5 trillion in assets under
management or supervision as of December
31, 2023. The Adviser’s address is 1585 Broadway, New York, NY
10036.
The
Fund is managed by members of the Fixed Income organization. The team consists
of portfolio managers, analysts and traders. Current
members of the team jointly and primarily responsible for the day-to-day
management of the Fund’s portfolio are Gregory Finck
and Matt Buckley.
Mr.
Finck has been associated with the Adviser in an investment management capacity
since December 2014. Prior to joining the Adviser,
Mr. Finck was a managing director at Fortress Investment Group from 2008 to
2014. Prior to joining Fortress, Mr. Finck was
a managing director at Goldman Sachs where he worked in the mortgage trading
division from 1992 until 2008.
Mr.
Buckley has been associated with the Adviser or its affiliates since September
2005. Mr. Buckley has worked on securitized exposures
in multi-sector portfolios as a senior investor since 2005 and began his career
in the investment industry in 1998.
The
Fund’s SAI provides additional information about the portfolio managers’
compensation structure, other accounts managed by the
portfolio managers and the portfolio managers’ ownership of securities in the
Fund.
The
composition of the team may change from time to time.
The
Fund pays the Adviser a monthly advisory fee as full compensation for the
services and facilities furnished to the Fund, and for Fund
expenses assumed by the Adviser. The fee is based on the Fund’s daily net
assets. For the fiscal year ended October
31, 2023, the
Fund paid total investment advisory compensation (net of fee waivers,
if applicable) amounting to 0.31%
of the Fund’s 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 1.00% for Class A, 1.30% for Class L, 0.70% for Class I, 1.80% for Class
C and 0.65% for Class R6. In determining the actual
amount of fee waiver and/or expense reimbursement 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 this Prospectus or until such time as the Fund’s Board of Trustees
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’s annual operating expenses may vary throughout the period and from year to
year. The Fund’s actual expenses may be different
than the expenses listed in the Fund’s fee and expense table based upon the
extent and amount of a fee waiver and/or expense
reimbursement.
A
discussion regarding the Board of Trustees’ approval of the investment advisory
agreement is available in the Fund’s Annual Report to
Shareholders for the fiscal year ended October
31, 2023.
Morgan
Stanley Prospectus | Shareholder
Information
Pricing
Fund Shares
The
NAV of the Fund (excluding sales charges) is based on the value of the Fund’s
portfolio securities. While the assets of each class are
invested in a single portfolio of securities, the NAV of each class will differ
because the classes have different ongoing fees.
The
NAV of the Fund is determined once daily on each business day as of the close of
regular trading on the NYSE (normally 4:00 p.m.
Eastern time) or such other times as the NYSE may officially close (the “Pricing
Time”). Shares generally will not be priced on any
day that the NYSE is closed, although Fund shares may be priced on such days if
the Securities Industry and Financial Markets Association
(“SIFMA”) recommends that the bond markets remain open for all or part of the
day. On any business day when SIFMA recommends
that the bond markets close early, the Fund reserves the right to close at or
prior to the SIFMA recommended closing time.
If the Fund does so, it will cease granting same day credit for purchase and
redemption orders received after the Fund’s closing time
and credit will be given on the next business day. 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. The Fund may also elect to remain open
and price its shares on days when the NYSE is closed but the primary securities
markets on which the Fund’s securities trade remain
open. Trading of securities that are primarily listed on foreign exchanges may
take place on weekends and other days when the
Fund does not price its shares. Therefore, to the extent, if any, that the Fund
invests in securities primarily listed on foreign exchanges,
the value of the Fund’s portfolio securities may change on days when you will
not be able to purchase or sell your shares.
The
Fund relies on various sources to calculate its NAV. The ability of the Fund’s
provider of administrative services 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.
The
value of the Fund’s portfolio securities is based on the securities’ market
price when available. When no market quotations are readily
available for a security or other asset, including circumstances under which the
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
Trustees.
In
addition, with respect to securities that primarily are listed on foreign
exchanges, when an event occurs after the close of such exchanges
that is likely to have changed the value of the securities (e.g., a percentage
change in value of one or more U.S. securities indices
in excess of specified thresholds), such securities will be valued at their fair
value, as determined using methods approved by the
Fund’s Board of Trustees. Securities also may be fair valued in the event of a
significant development affecting a country or region
or an issuer-specific development that is likely to have changed the value of
the security.
In
these cases, the Fund’s NAV will reflect certain portfolio securities’ fair
value rather than their market price. Fair value pricing involves
subjective judgment and it is possible that the fair value determined for a
security or other asset is materially different than the
value that could be realized upon the sale of that security or
asset.
To
the extent the Fund invests in open-end management companies (other than
exchange-traded funds) that are registered under the 1940
Act, the Fund’s NAV is calculated based in relevant part upon the NAV of
such funds. The prospectuses for such funds explain the
circumstances under which they will use fair value pricing and its
effects.
|
| |
Contacting
a Morgan Stanley Financial Advisor
If
you are new to the Morgan Stanley Funds and would like to contact a Morgan
Stanley Financial Advisor, access our office locator
on our Internet site at:
www.morganstanley.com |
How
to Buy 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.
Because
every investor has different immediate financial needs and long-term investment
goals, the Fund currently offers investors four
classes of shares: Classes A, I, C and R6. Class I and Class R6 shares are only
offered to a limited group of investors. Each class of shares
offers a distinct structure of sales charges, distribution and service fees, and
other features that are designed to address a variety
Morgan
Stanley Prospectus | Shareholder
Information
Shareholder
Information (Con’t)
of
needs. Your Financial Intermediary can help you decide which class may be most
appropriate for you. When purchasing Fund shares,
you must specify which class of shares you wish to purchase.
Minimum
Investment Amounts.
The minimum investment amounts for Class A shares and Class C shares are as
follows:
|
|
| |
|
Minimum
Investment |
|
Investment
Options |
Initial |
Additional |
|
Regular
Account |
$1,000 |
$100 |
|
Individual
Retirement Account |
$1,000 |
$100 |
|
The
minimum investment amount is generally $1 million for Class I shares. To be
eligible to purchase Class I shares, you must qualify
under one of the investor categories specified in the “Shareholder
Information—Share Class Arrangements” section of this Prospectus.
The
Fund no longer accepts direct purchases of Class C shares by accounts for which
no broker-dealer or other Financial Intermediary
is specified. Any direct purchase received by the Fund’s Transfer Agent (as
defined below) for Class C shares for such accounts
will automatically be invested in Class A shares of the Fund.
The
minimum initial investment amounts may be waived for Class A, Class I and Class
C by the Adviser for the following categories: (1)
sales through banks, broker-dealers and other financial institutions (including
registered investment advisers and financial planners)
purchasing shares on behalf of their clients in (i) discretionary and
non-discretionary advisory programs, (ii) asset allocation programs,
(iii) other programs in which the client pays an asset-based fee for advice or
for executing transactions in Fund shares or for otherwise
participating in the program or (iv) certain other investment programs that do
not charge an asset-based fee, as outlined in an
agreement between the Distributor and such financial institution; (2) sales
through a Financial Intermediary that has entered into an
agreement with the Distributor to offer Fund shares to self-directed investment
brokerage accounts, which may or may not charge a
transaction fee; (3) qualified state tuition plans described in Section 529 of
the
Code (subject to all applicable terms and conditions);
(4) defined contribution, defined benefit and other employer-sponsored employee
benefit plans, whether or not qualified
under the Code, where such plans purchase Class A, Class I and/or Class C shares
through a plan-level or omnibus account sponsored
or serviced by a Financial Intermediary that has entered into an agreement with
the Fund, the Distributor and/or the Adviser
pursuant to which such Class A, Class I and/or Class C shares are available to
such plans; (5) certain retirement and deferred compensation
programs established by Morgan Stanley Investment Management or its affiliates
for their employees or the Fund’s Trustees;
(6) current or retired directors, officers and employees of Morgan Stanley and
any of its subsidiaries, such persons’ spouses, and
children under the age of 21, and trust accounts for which any of such persons
is a beneficiary; (7) current or retired Directors or Trustees
of the Morgan Stanley Funds, such persons’ spouses, and children under the age
of 21, and trust accounts for which any of such
persons is a beneficiary; (8) certain other registered open-end investment
companies whose shares are distributed by the Distributor;
(9) investments made in connection with certain mergers and/or reorganizations
as approved by the Adviser; (10) the reinvestment
of dividends from Class A, Class I or Class C shares of the Fund in additional
shares of the same class of the Fund; or (11)
certain other institutional investors based on assets under management or other
considerations at the discretion of the Adviser.
Certain
waivers may not be available depending on the policies at certain Financial
Intermediaries. Each Financial Intermediary may also
have its own rules about minimum initial investment amounts, minimum account
balances, share transactions and limits on the number
of share transactions you are permitted to make in a given time period. When
purchasing shares through a Financial Intermediary,
you may not benefit from certain policies and procedures of the Fund as
your eligibility may be dependent upon the policies
and procedures of your Financial Intermediary, including those regarding
reductions of sales charges. Please consult your Financial
Intermediary for more information.
To
purchase Class R6 shares, an investor must meet a minimum initial investment of
$5 million or be a defined contribution, defined
benefit or other employer sponsored employee benefit plan, in each case provided
that the plan trades through an intermediary
that combines its clients’ assets in a single omnibus account, whether or not
such plan is qualified under the Code and in
each case subject to the discretion of the Adviser. Omnibus trades of $5 million
or more shall be accepted from certain platforms, including:
(i) banks and trust companies; (ii) insurance companies; and (iii) registered
investment advisory firms. The $5 million minimum
initial investment amount may be waived for Class R6 shares purchased by or
through: (1) certain registered open-end investment
companies whose shares are distributed by the Distributor; or (2) investments
made in connection with certain mergers and/or
reorganizations as approved by the Adviser.
The
Adviser, in its sole discretion, may waive a minimum initial investment amount
in certain cases.
Morgan
Stanley Prospectus | Shareholder
Information
Shareholder
Information (Con’t)
Purchasing
Shares Through a Financial Intermediary.
You may open a new account and purchase Fund shares through your Financial
Intermediary.
Your Financial Intermediary will assist you with the procedures to invest in
shares of the Fund. Your Financial Intermediary
may charge transaction-based or other fees in connection with the purchase or
sale of Fund shares. Please consult your Financial
Intermediary for more information regarding any such fees and for purchase
instructions.
With
respect to sales through Financial Intermediaries, no offers or sales of Fund
shares may be made in any foreign jurisdiction, except
with the consent of the Distributor.
Purchasing
Shares Directly from the Fund.
Initial Purchase
You
may open a new account, subject to acceptance by the Fund, and purchase shares
of the Fund by completing and signing a New Account
Application provided by SS&C Global Investor and Distribution Solutions,
Inc. (the “Transfer Agent”), or Eaton Vance Management,
the Fund’s co-transfer agent (the “Co-Transfer Agent”), which you can obtain by
calling Morgan Stanley Shareholder Services
at 1-800-869-6397 (our automated telephone system (which is generally accessible
24 hours a day, seven days a week)) and mailing
it to Morgan Stanley Mortgage
Securities Trust, c/o SS&C Global Investor and Distribution Solutions,
Inc., P.O. Box 219804,
Kansas City, MO 64121-9804.
After
submitting a completed New Account Application to the Transfer Agent, you may
wire Federal Funds (monies credited by a Federal
Reserve Bank) to State Street Bank and Trust Company (the “Custodian”). You
should instruct your bank to send a Federal Funds
wire in a specified amount to the Custodian using the following wire
instructions:
State
Street Bank and Trust Company
One
Congress Street,
Boston,
MA 02114-2016
ABA
#011000028
DDA
#99060238
Attn:
Morgan Stanley Funds Subscription Account
Ref:
(Fund Name, Account Number, Account Name)
The
Fund no longer accepts direct purchases of Class C shares by accounts for which
no broker-dealer or other Financial Intermediary
is specified (i.e., such purchasers are not eligible investors for Class C
shares). Any direct purchase received by the Transfer
Agent for Class C shares for such accounts will automatically be invested in
Class A shares of the Fund. In addition, Class C shares
held in an account for which no broker-dealer or other Financial Intermediary is
specified and which are not subject to a CDSC
will periodically be converted to Class A shares of the Fund.
Additional
Investments.
You may purchase additional Fund shares for your account at any time by
contacting your Financial Intermediary
or by contacting the Fund directly. For additional purchases directly from the
Fund, you should write a “letter of instruction”
that includes your account name, account number, the Fund name and the class
selected, signed by the account owner(s),
to assure proper crediting to your account. After mailing a “letter of
instruction,” you may wire Federal Funds by following the
instructions under “Initial Purchase.”
General.
To help the U.S. Government fight the funding of terrorism and money laundering
activities, federal law requires all financial
institutions to obtain, verify and record information that identifies each
person who opens an account. What this means to you:
when you open an account, we will ask your name, address, date of birth and
other information that will allow us to identify you.
If we are unable to verify your identity, we reserve the right to restrict
additional transactions and/or liquidate your account at the
next calculated NAV after your account is closed (less any applicable
sales/account charges and/or tax penalties) or take any other action
required by law. In accordance with federal law requirements, the Fund has
implemented an anti-money laundering compliance
program, which includes the designation of an anti-money laundering compliance
officer.
When
you buy Fund shares, the shares (plus any applicable sales charge) will be
purchased at the next share price calculated after we receive
your purchase order in good order. Purchase orders not received in good order
prior to Pricing Time will be executed at the NAV
next determined after the purchase order is received in good order. Certain
institutional investors and financial institutions have
entered into arrangements with the Fund, the Adviser and/or the Distributor
pursuant to which they may place orders prior to the
Pricing Time, but make payment in Federal Funds for those shares up to three
days after the purchase order is placed, depending on
the arrangement. We reserve the right to reject any order for the purchase of
Fund shares for any reason.
The
Fund may suspend the offering of shares, or any class of shares, or reject any
purchase orders when we think it is in the best interest
of the Fund.
Morgan
Stanley Prospectus | Shareholder
Information
Shareholder
Information (Con’t)
How
to Exchange Shares
Permissible
Fund Exchanges.
You may exchange shares of any class of the Fund for the same class of shares of
any mutual fund (excluding
money market funds) sponsored and advised by the Adviser (each, a “Morgan
Stanley Multi-Class Fund”), if available, without
the imposition of an exchange fee. Class L shares of the Fund may be exchanged
for Class L shares of any Morgan Stanley Multi-Class
Fund, even though Class L shares are closed to investors. In addition, you may
exchange shares of any class of the Fund for
shares of Morgan Stanley U.S. Government Money Market Trust (a “Morgan
Stanley Money Market Fund” and, together with the
Morgan Stanley Multi-Class Funds, the “Morgan Stanley Funds”), if available,
without the imposition of an exchange fee. Because
purchases of Class A shares of Morgan Stanley Institutional Fund Trust
Ultra-Short Income and Short Duration Municipal Income
Portfolios are not subject to a sales charge, and purchases of Class A shares of
Morgan Stanley Institutional Fund Trust Short Duration
Income Portfolio are subject to a reduced sales charge, you may be subject to
the payment of a sales charge by your Financial
Intermediary, at time of exchange into Class A shares of a Morgan Stanley Fund,
based on the amount that you would have owed
if you directly purchased Class A shares of that Morgan Stanley Fund (less any
sales charge previously paid in connection with shares
exchanged for such shares of Morgan Stanley Institutional Fund Trust Short
Duration Income, Ultra-Short Income or Short Duration
Municipal Income Portfolios or Morgan Stanley Money Market Funds, as
applicable). Class L shares of the Fund that are exchanged
for shares of a Morgan Stanley Money Market Fund may be subsequently
re-exchanged for Class L shares of the Fund or any
other Morgan Stanley Multi-Class Fund (even though Class L shares are closed to
investors).
Exchanges
are effected based on the respective NAVs of the applicable Morgan Stanley Fund
(subject to any applicable redemption fee)
and in accordance with the eligibility requirements of such Fund. To obtain a
prospectus for another Morgan Stanley Fund, contact
your Financial Intermediary or call Morgan Stanley Shareholder Services at
1-800-869-6397. If you purchased Fund shares through
a Financial Intermediary, certain Morgan Stanley Funds may be unavailable for
exchange. Contact your Financial Intermediary
for more information regarding the exchange privilege and to determine which
Morgan Stanley Funds are available for exchange.
The current prospectus for each Morgan Stanley Fund describes its investment
objective(s), policies, investment minimums
and applicable sales charges, and should be read before investing. Since
exchanges are available only into continuously offered
Morgan Stanley Funds, exchanges are generally not available into Morgan Stanley
Funds or classes of Morgan Stanley Funds that
are not currently being offered for purchase (except with respect to exchanges
of Class L shares as noted above).
There
are special considerations when you exchange Class A and Class C shares of the
Fund that are subject to a CDSC. When determining
the length of time you held the Class A or Class C shares, any period (starting
at the end of the month) during which you
held such shares will be counted. In addition, any period (starting at the end
of the month) during which you held (i) Class A or Class
C shares of a Morgan Stanley Multi-Class Fund or (ii) shares of a Morgan Stanley
Money Market Fund, any of which you acquired
in an exchange from such Class A or Class C shares of the applicable Fund, will
also be counted; however, if you sell shares of
(a) the Morgan Stanley Multi-Class Fund or (b) the Morgan Stanley Money Market
Fund, before the expiration of the CDSC “holding
period,” you will be charged the CDSC applicable to such shares.
You
will be subject to the same minimum initial investment and account size as an
initial purchase. Your exchange price will be the price
calculated at the next Pricing Time after the Morgan Stanley Fund receives your
exchange order. The Morgan Stanley Fund, in its
sole discretion, may waive the minimum initial investment amount in certain
cases. The Fund may terminate or revise the exchange
privilege upon required notice or in certain cases without notice. The Fund
reserves the right to reject an exchange order for any
reason.
Exchange
Procedures.
You can process an exchange by contacting your Financial Intermediary. You may
also write the Transfer Agent or
Co-Transfer Agent or call toll-free 1-800-869-6397 to place an exchange
order.
Exchange
requests received on a business day (prior to the time shares of the funds
involved in the request are priced) will be processed
on the date of receipt. “Processing” a request means that shares of the Fund
that you are exchanging will be redeemed and shares
of the Morgan Stanley Fund that you are purchasing will be purchased at the NAV
next determined on the date of receipt. Exchange
requests received on a business day after the time that shares of the funds
involved in the request are priced will be processed
on the next business day in the manner described herein.
The
Fund may terminate or revise the exchange privilege upon required notice or in
certain cases without notice. See “Limitations on Exchanges.”
For direct accounts, the check writing privilege is not available for Morgan
Stanley Money Market Fund shares you acquire
in an exchange from a non-money market fund. If you are investing through a
financial advisor, check with your advisor regarding
the availability of check writing privileges.
Telephone
Exchanges.
Morgan Stanley (and its subsidiaries) and the Fund employ procedures considered
by them to be reasonable to confirm
that instructions communicated by telephone are genuine. Such procedures may
include requiring certain personal identification
information prior to acting upon telephone instructions, tape-recording
telephone communications and providing written
confirmation of instructions communicated by telephone. If reasonable procedures
are employed, neither Morgan Stanley (or its
affiliates) nor the Fund will be liable for following telephone instructions
which it reasonably believes to be genuine. Telephone
Morgan
Stanley Prospectus | Shareholder
Information
Shareholder
Information (Con’t)
exchanges
may not be available if you cannot reach Morgan Stanley Shareholder Services by
telephone, whether because all telephone lines
are busy or for any other reason; in such case, a shareholder would have to use
the Fund’s other exchange procedures described in
this section.
Telephone
instructions will be accepted if received by Morgan Stanley Shareholder Services
between 9:00 a.m. and 4:00 p.m. Eastern time
on any day the NYSE is open for business. On any business day that the NYSE
closes early, or when SIFMA
recommends that the
securities markets close early, the Fund may close early and purchase orders
received after such earlier closing times will be processed
the following business day. During periods of drastic economic or market
changes, it is possible that the telephone exchange
procedures may be difficult to implement, although this has not been the case
with the Fund in the past.
You
automatically have the telephone exchange privilege unless you indicate
otherwise by checking the applicable box on the New Account
Application. You may also opt out of telephone privileges at any time by
contacting Morgan Stanley Shareholder Services at 1-800-869-6397.
If you hold share certificates, no exchanges may be processed until we have
received all applicable share certificates.
Margin
Accounts.
If you have pledged your Fund shares in a margin account, contact your Financial
Intermediary regarding restrictions
on the exchange of such shares.
Tax
Considerations of Exchanges.
If you exchange shares of the Fund for shares of another Morgan Stanley Fund,
there are important tax
considerations. For tax purposes, the exchange out of the Fund is considered a
sale of Fund shares and the exchange into the other fund
is considered a purchase. As a result, you may realize a capital gain or
loss.
You
should review the “Shareholder Information—Taxes” section and consult your own
tax professional about the tax consequences of
an exchange.
Limitations
on Exchanges.
Certain patterns of past exchanges and/or purchase or sale transactions
involving the Fund or other Morgan Stanley
Funds may result in the Fund rejecting, limiting or prohibiting, at its sole
discretion, and without prior notice, additional purchases
and/or exchanges and may result in a shareholder’s account being closed.
Determinations in this regard may be based on the
frequency or dollar amount of previous exchanges or purchase or sale
transactions. The Fund reserves the right to reject an exchange
request for any reason.
CDSC
Calculations on Exchanges.
See the “Shareholder Information—Share Class Arrangements” section of this
Prospectus for a discussion
of how applicable CDSCs are calculated for shares of one Morgan Stanley Fund
that are exchanged for shares of another.
For
further information regarding exchange privileges, you should contact your
Financial Intermediary or call toll-free 1-800-869-6397.
How
to Sell Shares
You
can sell some or all of your Fund shares at any time. If you sell Class A or
Class C shares, your net sale proceeds are reduced by the
amount of any applicable CDSC. Your shares will be sold at the next price
calculated after we receive your order to sell as described
below.
| |
Options |
Procedures |
Contact
Your Morgan Stanley Financial
Advisor/Financial Intermediary |
To
sell your shares, simply call your Financial Intermediary. Payment will be
sent to the address to which the account
is registered or deposited in your brokerage account. Your Financial
Intermediary may charge transaction-based
or other fees in connection with the purchase or sale of the Fund’s
shares. Please contact your
Financial Intermediary for more information regarding any such
fees. |
Morgan
Stanley Prospectus | Shareholder
Information
Shareholder
Information (Con’t)
| |
Options |
Procedures |
Contact
the Fund By Telephone |
You
can also sell your shares by telephone and have the proceeds sent to the
address of record or wired to your
bank account of record. You automatically have the telephone redemption
privilege unless you indicate otherwise
by checking the applicable box on the New Account Application. You may
also opt out of telephone privileges
at any time by contacting Morgan Stanley Shareholder Services at
1-800-869-6397.
Before
processing a telephone redemption, keep the following information in
mind:
•
You can establish this option at the time you open the account by
completing the New Account Application or subsequently
by calling toll-free 1-800-869-6397. •
Call toll-free 1-800-869-6397 to process a telephone redemption using our
automated telephone system which is generally accessible
24 hours a day, seven days a week. •
Your request must be received prior to market close, generally 4:00 p.m.
Eastern time. •
If your account has multiple owners, Morgan Stanley Shareholder Services
may rely on the instructions of any one owner. •
Proceeds must be made payable to the name(s) and address in which the
account is registered. •
You may redeem amounts of $50,000 or less daily if the proceeds are to be
paid by check or by Automated Clearing House. •
This privilege is not available if the address on your account has changed
within 15 calendar days prior to your telephone redemption
request. •
Telephone redemption is available for most accounts other than accounts
with shares represented by certificates.
If
you request to sell shares that were recently purchased by check, the
proceeds of that sale may not be sent to you until it has
been verified that the check has cleared, which may take up to 15 calendar
days from the date of purchase.
Morgan
Stanley (and its subsidiaries) and the Fund employ procedures considered
by them to be reasonable to confirm that instructions
communicated by telephone are genuine. Such procedures may include
requiring certain personal identification information
prior to acting upon telephone instructions, tape-recording telephone
communications and providing written confirmation
of instructions communicated by telephone. If reasonable procedures are
employed, neither Morgan Stanley (or
its affiliates) nor the Fund will be liable for following telephone
instructions which it reasonably believes to be genuine. Telephone
redemptions may not be available if a shareholder cannot reach Morgan
Stanley Shareholder Services by telephone,
whether because all telephone lines are busy or for any other reason; in
such case, a shareholder would have to use
the Fund’s other redemption procedures described in this
section. |
Contact
the Fund By Letter |
You
can also sell your shares by writing a “letter of instruction” that
includes: •
the name on your account and account number; •
the name of the Fund; •
the dollar amount or the number of shares you wish to
sell; •
the class of shares you wish to sell; •
the signature of each owner as it appears on the account;
and •
whether you wish to receive the redemption proceeds by check or by wire to
the bank account we have on file for
you.
If
you are requesting payment to anyone other than the registered owner(s) or
that payment be sent to any address other than
the address of the registered owner(s) or pre-designated bank account, you
will need a signature guarantee. You can obtain
a signature guarantee from an eligible guarantor acceptable to the
Transfer Agent. (You should contact Morgan Stanley
Shareholder Services toll-free at 1-800-869-6397 for a determination as to
whether a particular institution is an eligible
guarantor.) A notary public cannot provide a signature guarantee.
Additional documentation may be required for shares
held by a corporation, partnership, trustee or executor.
Mail
the letter to SS&C Global Investor and Distribution Solutions, Inc. at
P.O. Box 219804, Kansas City, MO 64121-9804.
If you hold share certificates, you must return the certificates, along
with the letter and any required additional documentation.
A check or wire will be sent according to your
instructions. |
Systematic
Withdrawal Plan |
If
your investment in all of the Morgan Stanley Funds has a total market
value of at least $10,000, you may elect
to withdraw amounts of $25 or more, or in any whole percentage of a fund’s
balance (provided the amount
is at least $25), on a monthly, quarterly, semi-annual or annual basis,
from any fund with a balance of at least
$1,000. Each time you add a fund to the plan, you must meet the plan
requirements.
Amounts
withdrawn are subject to any applicable CDSC. A CDSC may be waived under
certain circumstances. See the Class
A and Class C waiver categories listed in the “Shareholder
Information—Share Class Arrangements” section of this Prospectus.
To
sign up for the systematic withdrawal plan, contact your Morgan Stanley
Financial Advisor or call toll-free 1-800-869-6397.
You may terminate or suspend your plan at any time. Please remember that
withdrawals from the plan are sales of shares,
not Fund “distributions,” and ultimately may exhaust your account balance.
The Fund may terminate or revise the plan
at any time. |
Payment
for Sold Shares.
The Fund typically expects to pay redemption proceeds to you within two business
days following receipt of your
redemption request for those payments made to your brokerage account held with a
Financial Intermediary. For redemption proceeds
that are paid directly to you by the Fund, the Fund typically expects to pay
redemption proceeds by check or by wire to you within
one business day, following receipt of your redemption request; however, in all
cases, it may take up to seven calendar days to pay
redemption proceeds.
Morgan
Stanley Prospectus | Shareholder
Information
Shareholder
Information (Con’t)
The
Fund typically expects to meet redemption requests by using a combination of
sales of securities held by the Fund and/or holdings
of cash and cash equivalents. On a less regular basis, the Fund also reserves
the right to use borrowings to meet redemption requests,
and the Fund may use these methods during both normal and stressed market
conditions.
Payment
may be postponed or the right to sell your shares suspended under unusual
circumstances. If you request to sell shares that were
recently purchased by check, the proceeds of the sale may not be sent to you
until it has been verified that the check has cleared, which
may take up to 15 calendar days from the date of purchase.
Payments-in-Kind.
If we determine that it is in the best interest of the Fund not to pay
redemption proceeds in cash, we may pay you partly
or entirely by distributing to you securities held by the Fund. If the Fund
redeems your shares in-kind, you will bear any market
risks associated with the securities paid as redemption proceeds. Such
in-kind securities may be illiquid and difficult or impossible
for a shareholder to sell at a time and at a price that a
shareholder would like. Redemptions paid in such securities generally
will give rise to income, gain or loss for income tax purposes in the same
manner as redemptions paid in cash. In addition, you
may incur brokerage costs and a further gain or loss for income tax
purposes when you ultimately sell the securities.
Tax
Considerations.
Normally, your sale of Fund shares is subject to federal and state income tax.
You should review the “Shareholder Information—Taxes”
section of this Prospectus and consult your own tax professional about the tax
consequences of a sale.
Conversion
to a New Share Class.
If the value of an account containing Class
I or Class R6 shares falls below the applicable investment minimum
because of shareholder redemption(s) or the failure to meet one of the waiver
criteria set forth under “How to Buy Shares—Minimum
Investment Amounts” above and, if the account value remains below such
investment minimum, the shares in such
account may, at the Adviser’s discretion, convert to another class of shares
offered by the Fund, if an account meets the minimum
investment amount for such class, and will be subject to the shareholder
services fee and other features applicable to such shares.
Conversion to another class of shares will result in holding a share class with
higher fees. The Fund will not convert to another class
of shares based solely upon changes in the market that reduce the NAV. Under
current tax law, conversion between share classes is
not a taxable event to the shareholder. Shareholders will be notified prior to
any such conversion.
Reinstatement
Privilege.
If you redeem shares, you may reinvest at net asset value all or any portion of
the redemption proceeds in the same
account and in the same class of shares of the Fund you redeemed from or another
Morgan Stanley Multi-Class Fund, provided that
the reinvestment occurs within 90 days of the redemption, the privilege has not
been used more than once in the prior 12 months,
the redeemed shares were subject to a front-end sales charge or CDSC and that
you are otherwise eligible to invest in that class.
Under these circumstances your account will be credited with any CDSC paid in
connection with the redemption. Any CDSC period
applicable to the shares you acquire upon reinvestment will run from the date of
your original share purchase. For requests for reinvestment
sent to the Fund’s transfer agent, the request must be in writing. At the time
of a reinvestment, you or your financial intermediary
must notify the Fund or the transfer agent that you are reinvesting redemption
proceeds in accordance with this privilege.
If you reinvest, your purchase will be at the next determined net asset value
following receipt of your request.
Involuntary
Sales.
If the value of an account falls below the investment minimum for a particular
share class of the Fund because of shareholder
redemption(s) or you no longer meet one of the waiver criteria set forth under
“How to Buy Shares—Minimum Investment
Amounts” above and, if the account value remains below such investment minimums,
the shares in such account may be subject
to redemption by the Fund. The Fund will not redeem shares based solely upon
changes in the market that reduce the NAV. If
redeemed, redemption proceeds will be promptly paid to the
shareholder.
However,
before the Fund sells your shares in this manner, we will notify you and allow
you 60 days to make an additional investment
in an amount that will increase the value of your account to at least the
required amount before the sale is processed. No CDSC
will be imposed on any involuntary sale.
Margin
Accounts.
If you have pledged your Fund shares in a margin account, contact your Financial
Intermediary regarding restrictions
on the sale of such shares.
|
| |
Targeted
DividendsSM
You
may select to have your Fund distributions automatically invested in other
classes of Fund shares or classes of another Morgan
Stanley Fund that you own. Contact your financial advisor for further
information about this service.
|
Distributions
The
Fund passes substantially all of its earnings from income and capital gains
along to its investors as “distributions.” The Fund earns
interest from fixed-income investments. These amounts are passed along to Fund
shareholders as “income dividend distributions.”
The Fund realizes capital gains whenever it sells securities for a higher price
than it paid for them. These amounts may be
passed along as “capital gain distributions.”
Morgan
Stanley Prospectus | Shareholder
Information
Shareholder
Information (Con’t)
The
Fund declares income dividends separately for each class. Distributions paid on
Class A, Class I and Class R6 shares usually will be
higher than for Class L and Class C shares because distribution fees that Class
L and Class C shares pay are higher. Normally, income
dividends are declared on each day the NYSE is open for business, and are
distributed to shareholders monthly. Capital gains, if
any, are usually distributed in December. The Fund, however, may retain and
reinvest any long-term capital gains. The Fund may at
times make payments from sources other than income or capital gains that
represent a return of a portion of your investment. These
payments would not be taxable to you as a shareholder, but would have the effect
of reducing your basis in the Fund.
Distributions
are reinvested automatically in additional shares of the same class and
automatically credited to your account, unless you
request in writing that all distributions be paid in cash. If you elect the cash
option, processing of your dividend checks begins immediately
following the monthly payment date, and the Fund will mail a monthly dividend
check to you normally during the first seven
days of the following month. No interest will accrue on uncashed checks. If you
wish to change how your distributions are paid,
your request should be received by the Transfer Agent at least five business
days prior to the record date of the distributions.
If
any distribution check remains uncashed for six months, Morgan Stanley reserves
the right to invest the amount represented by the check
in Fund shares at the then-current net asset value of the Fund and all future
distributions will be reinvested. For accounts held directly
with the Transfer Agent for which the shareholder has elected to receive
distributions via check, any distribution (dividend or capital
gain) under $10.00 is automatically reinvested in additional shares regardless
of your elected distribution option.
Frequent
Purchases and Redemptions of Shares
Frequent
purchases and redemptions of Fund shares by Fund shareholders are referred to as
“market-timing” or “short-term trading” and
may present risks for other shareholders of the Fund, which may include, among
other things, dilution in the value of Fund shares
held by long-term shareholders, interference with the efficient management of
the Fund’s portfolio, increased brokerage and administrative
costs, incurring unwanted taxable gains and forcing the Fund to hold excess
levels of cash.
In
addition, the Fund is subject to the risk that market-timers and/or short-term
traders may take advantage of time zone differences between
the foreign markets on which the Fund’s portfolio securities trade and the time
the Fund’s NAV is calculated (“time-zone arbitrage”).
For example, a market-timer may purchase shares of the Fund based on events
occurring after foreign market closing prices
are established, but before the Fund’s NAV calculation, that are likely to
result in higher prices in foreign markets the following
day. The market-timer would redeem the Fund’s shares the next day, when the
Fund’s share price would reflect the increased
prices in foreign markets, for a quick profit at the expense of long-term Fund
shareholders.
Investments
in other types of securities also may be susceptible to short-term trading
strategies. These investments include securities that
are, among other things, thinly traded, traded infrequently or relatively
illiquid, which have the risk that the current market price for
the securities may not accurately reflect current market values. A shareholder
may seek to engage in short-term trading to take advantage
of these pricing differences (referred to as “price arbitrage”). Investments in
certain fixed-income securities may be adversely
affected by price arbitrage trading strategies.
The
Fund’s policies with respect to valuing portfolio securities are described in
“Shareholder Information—Pricing Fund Shares.”
The
Fund discourages and does not accommodate frequent purchases and redemptions of
Fund shares by Fund shareholders and the Fund’s
Board of Trustees
has adopted policies and procedures with respect to such frequent purchases and
redemptions. The Fund’s policies
with respect to purchases, redemptions and exchanges of Fund shares are
described in the “Shareholder Information—How to
Buy Shares,” “—How to Sell Shares” and “—How to Exchange Shares” sections of
this Prospectus. Except as described in each of these
sections, and with respect to trades that occur through omnibus accounts at
Financial Intermediaries, as described below, the Fund’s
policies regarding frequent trading of Fund shares are applied uniformly to all
shareholders. With respect to trades that occur through
omnibus accounts at Financial Intermediaries, such as investment managers,
broker-dealers, transfer agents and third-party administrators,
the Fund (i) requests assurance that such Financial Intermediaries currently
selling Fund shares have in place internal policies
and procedures reasonably designed to address market-timing concerns and has
instructed such Financial Intermediaries to notify
the Fund immediately if they are unable to comply with such policies and
procedures, and (ii) requires all prospective intermediaries
to agree to cooperate in enforcing the Fund’s policies (or, upon prior written
approval only, a Financial Intermediary’s own
policies) with respect to frequent purchases, redemptions and exchanges of Fund
shares.
Omnibus
accounts generally do not identify customers’ trading activity to the Fund on an
individual ongoing basis. Therefore, with respect
to trades that occur through omnibus accounts at Financial Intermediaries, to
some extent, the Fund relies on the Financial Intermediary
to monitor frequent short-term trading within the Fund by the Financial
Intermediary’s customers. However, the Fund or
the Distributor has entered into agreements with Financial Intermediaries
whereby Financial Intermediaries are required to provide
certain customer identification and transaction information upon the Fund’s
request. The Fund may use this information to help
identify and prevent market-timing activity in the Fund. There can be no
assurance that the Fund will be able to identify or prevent
all market-timing activities.
Morgan
Stanley Prospectus | Shareholder
Information
Shareholder
Information (Con’t)
Inactive
Accounts and Risk of Escheatment
In
accordance with state “unclaimed property” laws, your Fund shares may legally be
considered abandoned and required to be transferred
to the relevant state (also known as “escheatment”) under various circumstances.
These circumstances, which vary by state,
can include inactivity (e.g., no owner-initiated contact for a certain period),
returned mail (e.g., when mail sent to a shareholder is
returned by the post office as undeliverable), uncashed checks or a combination
of these. An incorrect address may cause a shareholder’s
account statements and other mailings to be returned to the Fund or your
Financial Intermediary. Since states’ statutory
requirements regarding inactivity differ, it is important to regularly contact
your Financial Intermediary or the Fund’s transfer
agent. The process described above, and the application of state escheatment
laws, may vary by state and/or depending on how
shareholders hold their shares in the Fund.
It
is your responsibility to ensure that you maintain a valid mailing address for
your account, keep your account active by contacting your
Financial Intermediary or the Fund’s transfer agent (e.g., by mail or
telephone), and promptly cash all checks for dividends, capital
gains and redemptions. Neither the Fund nor the Adviser will be liable to
shareholders or their representatives for good faith compliance
with escheatment laws.
For
more information, please contact us at 1-888-378-1630.
Taxes
As
with any investment, you should consider how your Fund investment will be taxed.
The tax information in this Prospectus is provided
as general information. You should consult your own tax professional about the
tax consequences of an investment in the Fund.
Unless
your investment in the Fund is through a tax-deferred retirement account, such
as a 401(k) plan or IRA, you need to be aware of
the possible tax consequences when:
• |
The
Fund makes distributions; and |
• |
You
sell Fund shares, including an exchange to another Morgan Stanley
Fund. |
Your
distributions are normally subject to federal income tax when they are paid,
whether you take them in cash or reinvest them in Fund
shares. A distribution also may be subject to state and local income tax.
Depending on your state’s rules, however, dividends attributable
to interest earned on direct obligations of the U.S. Government may be exempt
from state and local taxes. Any income dividend
distributions and any short-term capital gain distributions are taxable to you
as ordinary income. Any long-term capital gain distributions
are taxable as long-term capital gains, no matter how long you have owned shares
in the Fund. The Fund does not anticipate
that it will make distributions eligible for the reduced rate of taxation
applicable to qualified dividend income or for the corporate
dividends-received deduction.
If
you buy shares of the Fund before a distribution, you will be subject to tax on
the entire amount of the taxable distribution you receive.
Distributions are taxable to you even if they are paid from income or gain
earned by the Fund before your investment (and thus
were included in the price you paid for your Fund shares).
Investment
income received by the Fund from sources within foreign countries may be subject
to foreign income taxes.
You
will be sent a statement (U.S. Internal Revenue Service (“IRS”) Form 1099-DIV)
by February of each year showing the taxable distributions
paid to you in the previous year. The statement provides information on your
dividends and any capital gains for tax purposes.
Your
sale of Fund shares normally is subject to federal and state income tax and may
result in a taxable gain or loss to you. A sale also may
be subject to local income tax. Your exchange of Fund shares for shares of
another Morgan Stanley Fund is treated for tax purposes
like a sale of your original shares and a purchase of your new shares. Thus, the
exchange may, like a sale, result in a taxable gain
or loss to you and will give you a new tax basis for your new
shares.
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 net 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.
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% on distributions made by the Fund of investment
income.
Dividends
paid by the Fund to shareholders who are nonresident aliens or foreign entities
that are derived from short-term capital gains
and qualifying U.S. source net interest income (including income from original
issue discount and market 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.
Morgan
Stanley Prospectus | Shareholder
Information
Shareholder
Information (Con’t)
withholding
tax, provided that the income would not be subject to U.S. federal income tax if
earned directly by the foreign shareholder.
However, depending on the circumstances, the Fund may report all, some or none
of the Fund’s potentially eligible dividends
as exempt.
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.
The
Fund (or its administrative agent) is required to report to the 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.
When
you open your Fund account, you should provide your social security or tax
identification number on your investment application.
By providing this information, you will avoid being subject to federal backup
withholding tax on taxable distributions and
redemption proceeds at a rate of 24%. Any withheld amount would be sent to the
IRS as an advance payment of your taxes due on
your income.
Share
Class Arrangements
The
Fund offers several classes of shares having different distribution arrangements
designed to provide you with different purchase options
according to your investment needs. Your Financial Intermediary can help you
decide which class may be appropriate for you.
The
general public is offered two classes: Class A shares and Class C shares, which
differ principally in terms of sales charges and ongoing
expenses. Class L shares are closed to new investments. 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 shares of their respective class
through reinvestment of dividends and distributions. A fourth class, Class I
shares, is offered only to a limited category of investors.
The Fund offers a fifth class, Class R6 shares, which is offered only to
eligible investors meeting certain minimum investment
requirements. Shares that you acquire through reinvested distributions will not
be subject to any front-end sales charge or CDSC.
A
shareholder currently holding a class of shares of the Fund in a Merrill Lynch
Advisory Program (as defined herein) account may have
such shares converted by Merrill Lynch to an eligible class of shares of the
Fund for a Merrill Lynch brokerage account upon the transfer
of the shares of the Fund from a Merrill Lynch Advisory Program account to a
brokerage account with Merrill Lynch. Such conversions
will be on the basis of the relative NAVs and without the imposition of any
redemption fee or other charge. The fees and expenses
of the new class may be higher than those of the previously held
class.
In
addition, the Adviser may in its sole discretion permit a conversion of one
share class to another share class of the same Fund in certain
circumstances, provided that the Fund’s eligibility requirements are met, and
subject to the shareholder’s consent. Such conversions
will be on the basis of the relative NAVs and without the imposition of any
redemption fee or other charge.
A
conversion of shares of one class directly for shares of another class of the
same Fund normally should not be taxable for federal income
tax purposes.
Please
ask your financial advisor if you are eligible for converting a class of shares
pursuant to the conversion features described in this Prospectus.
A conversion feature’s availability will be subject to the applicable classes
being offered on a Financial Intermediary’s platform.
Shareholders should carefully review information in this Prospectus regarding
share class features, including conversions and
exchanges, or contact their financial advisor for more information. You should
talk to your tax advisor before making a conversion.
Sales
personnel may receive different compensation for selling each class of shares.
The sales charges applicable to each class provide for
the distribution financing of shares of that class.
The
chart below compares the sales charge and annual 12b-1 fee applicable to each
class:
Morgan
Stanley Prospectus | Shareholder
Information
Shareholder
Information (Con’t)
|
| |
Class |
Sales
Charge |
Maximum
Annual 12b-1 Fee |
A |
Maximum
3.25% initial sales charge reduced for purchases of $100,000 or more;
shares purchased
without an initial sales charge are generally subject to a 0.75% CDSC if
sold during
the first 12 months (for Class A shares purchased without an initial sales
charge prior
to April 29, 2022, such shares are generally subject to a 0.50% CDSC if
sold during the
first 12 months) |
0.25% |
L |
None |
0.50% |
I |
None |
None |
C |
Maximum
1.00% CDSC on sales made within one year after the last day of the month
of purchase |
1.00% |
R6 |
None |
None |
While
Class L and Class C shares do not have any front-end sales charges, their higher
ongoing annual expenses (due to higher 12b-1 fees)
mean that over time you could end up paying more for these shares than if you
were to pay front-end sales charges for Class A shares.
Certain
shareholders may be eligible for reduced sales charges (i.e., breakpoint
discounts), CDSC waivers and eligibility minimums. Please
see the information for each class set forth below for specific eligibility
requirements. You must notify your Financial Intermediary
(or the Transfer Agent or Co-Transfer Agent if you purchase shares directly
through the Fund) at the time a purchase order
(or in the case of Class C, a redemption order) is placed, that the purchase (or
redemption) qualifies for a reduced sales charge (i.e.,
breakpoint discount), CDSC waiver or eligibility minimum. Similar notification
must be made in writing when an order is placed
by mail. The reduced sales charge, CDSC waiver or eligibility minimum will not
be granted if: (i) notification is not furnished at
the time of order; or (ii) a review of the records of your Financial
Intermediary or the Transfer Agent or Co-Transfer Agent does not
confirm your represented holdings.
The
availability of sales charge waivers and discounts may depend on whether you
purchase Fund shares directly from the Fund (or the
Distributor) or a Financial Intermediary. More information regarding sales
charge discounts and waivers is summarized below. The
Fund’s sales charge waivers (and discounts) disclosed in this Prospectus are
available for qualifying purchases made directly from the
Fund (or the Distributor) and are generally available through Financial
Intermediaries. The sales charge waivers (and discounts) available
through certain other Financial Intermediaries are set forth in Appendix A to
this Prospectus (Intermediary-Specific Sales Charge
Waivers and Discounts), which may differ from those available for purchases made
directly from the Fund (or the Distributor).
Please contact your Financial Intermediary regarding applicable sales charge
waivers (and discounts) and for information
regarding the Financial Intermediary’s related policies and
procedures.
In
order to obtain a reduced sales charge (i.e., breakpoint discount) or to meet an
eligibility minimum, it may be necessary at the time
of purchase for you to inform your Financial Intermediary (or the Transfer Agent
or Co-Transfer Agent if you purchase shares directly
through the Fund) of the existence of other accounts in which there are holdings
eligible to be aggregated to meet the sales load
breakpoints or eligibility minimums. In order to verify your eligibility, you
may be required to provide account statements and/or
confirmations regarding shares of the Fund or other Morgan Stanley Funds held in
all related accounts described below at your Financial
Intermediary, as well as shares held by related parties, such as members of the
same family or household, in order to determine
whether you have met a sales load breakpoint or eligibility minimum. The Fund
makes available, in a clear and prominent format,
free of charge, on its web site, www.morganstanley.com/im, information regarding
applicable sales loads, reduced sales charges
(i.e., breakpoint discounts), sales load waivers and eligibility minimums. The
web site includes hyperlinks that facilitate access to
the information.
|
| |
Front-End
Sales Charge
An
initial sales charge you pay when purchasing Class A shares that is based
on a percentage of the offering price. The percentage
declines based upon the dollar value of Class A shares you purchase. We
offer three ways to reduce your Class A sales
charges—the Combined Purchase Privilege, Right of Accumulation and Letter
of Intent. |
CLASS
A SHARES
Class A shares are sold at NAV plus an initial sales charge of up to 3.25% of
the public offering price. The initial sales
charge is reduced for purchases of $100,000 or more according to the schedule
below. Investments of $500,000 or more are not subject
to an initial sales charge, but are generally subject to a CDSC of 0.75% on
sales made within 12 months after purchase (for Class
A shares purchased without an initial sales charge prior to April 29, 2022, such
shares are generally subject to a 0.50% CDSC if sold
during the first 12 months). The CDSC will be assessed in the same manner
and with the same CDSC waivers as with Class C shares.
See “Class C—CDSC Waivers” section of this Prospectus for a discussion of the
applicable CDSC waivers. In addition, the CDSC
on Class A shares will be waived in connection with sales of Class A shares for
which no commission or transaction fee was paid
by the Distributor or Financial Intermediary at the time of purchase of such
shares. Class A shares are also subject to an annual
Morgan
Stanley Prospectus | Shareholder
Information
Shareholder
Information (Con’t)
distribution
and shareholder services (12b-1) fee of up to 0.25% of the average daily net
assets of the class. The maximum annual 12b-1
fee payable by Class A shares is lower than the maximum annual 12b-1 fee payable
by Class L or Class C shares.
The
offering price of Class A shares includes a sales charge (expressed as a
percentage of the public offering price) on a single transaction
as shown in the following table:
|
|
| |
|
Front-End
Sales Charge |
Amount
of Single Transaction |
Percentage
of Public Offering Price |
Approximate
Percentage of Net Amount
Invested |
Dealer
Commission as a Percentage of
Offering Price |
Less
than $100,000 |
3.25% |
3.36% |
2.75% |
$100,000
but less than $250,000 |
2.00% |
2.04% |
1.50% |
$250,000
but less than $500,000 |
1.00% |
1.01% |
0.50% |
$500,000
and over1
|
0.00% |
0.00% |
0.00% |
1 |
The
Distributor may pay a commission of up to 0.75% to a Financial
Intermediary for purchase amounts of $500,000 or
more. |
You
may benefit from a reduced sales charge schedule (i.e., breakpoint discount) for
purchases of Class A shares of the Fund, by combining,
in a single transaction, your purchase with purchases of Class A shares of the
Fund by the following related accounts (“Related
Accounts”):
• |
A
single account (including an individual, a joint account, a trust or
fiduciary account). |
• |
A
family member account (limited to spouse, and children under the age of
21, but including trust accounts established solely for the
benefit of a spouse, or children under the age of
21). |
• |
An
UGMA/UTMA (Uniform Gifts to Minors Act/Uniform Transfers to Minors Act)
account. |
Investments
made through employer-sponsored retirement plan accounts will not be aggregated
with individual accounts.
Combined
Purchase Privilege.
You will have the benefit of a reduced sales charge by combining your purchase
of Class A shares of the Fund
in a single transaction with your purchase of Class A shares of any other Morgan
Stanley Multi-Class Fund for any Related Account
except for purchases of shares of Morgan Stanley Institutional Fund Trust Short
Duration Income, Ultra-Short Income or Short
Duration Municipal Income Portfolios.
Right
of Accumulation.
Your sales charge may be reduced if you invest $100,000 or more in a single
transaction, calculated as follows: the
NAV of Class A shares of the Fund being purchased plus the total of the NAV of
any shares of the Fund and any other Morgan Stanley
Multi-Class Fund held in Related Accounts as of the transaction
date.
For
purposes of this calculation, holdings of the following Morgan Stanley Funds are
excluded: Morgan Stanley Institutional Fund Trust
Short Duration Income, Ultra-Short Income and Short Duration Municipal Income
Portfolios and Morgan Stanley Money Market
Funds (as defined herein). Shares of Morgan Stanley Money Market Funds that you
acquired in a prior exchange of shares of the
Fund or shares of another Morgan Stanley Multi-Class Fund (other than Morgan
Stanley Institutional Fund Trust Short Duration
Income, Ultra-Short Income and Short Duration Municipal Income Portfolios) are
included in the Class A share right of accumulation.
Notification.
You must notify your Financial Intermediary (or the Transfer Agent or
Co-Transfer Agent, if you purchase shares directly
through the Fund) at the time a purchase order is placed that the purchase
qualifies for a reduced sales charge under any of the
privileges discussed above. Similar notification must be made in writing when an
order is placed by mail. The reduced sales charge
will not be granted if: (i) notification is not furnished at the time of the
order; or (ii) a review of the records of your Financial Intermediary
or the Transfer Agent or Co-Transfer Agent does not confirm your represented
holdings. Certain waivers may not be available
depending on the policies at certain Financial Intermediaries. Please consult
your Financial Intermediary for more information.
In
order to obtain a reduced sales charge for Class A shares of the Fund under any
of the privileges discussed above, it may be necessary
at the time of purchase for you to inform your Financial Intermediary (or the
Transfer Agent, if you purchase shares directly
through the Fund) of the existence of any Related Accounts in which there are
holdings eligible to be aggregated to meet the sales
load breakpoint and/or right of accumulation threshold. In order to verify your
eligibility, you may be required to provide account
statements and/or confirmations regarding your purchases and/or holdings of any
Class A shares of the Fund or any other Morgan
Stanley Multi-Class Fund (including shares of Morgan Stanley Money Market Funds
that you acquired in a prior exchange from
Class A shares of the Fund or any other Morgan Stanley Multi-Class Fund except
Morgan Stanley Institutional Fund Trust Short
Duration Income, Ultra-Short Income, Short Duration Municipal Income Portfolios
and Morgan Stanley Money Market
Morgan
Stanley Prospectus | Shareholder
Information
Shareholder
Information (Con’t)
Funds)
held in all Related Accounts at your Financial Intermediary, in order to
determine whether you have met the sales load breakpoint
and/or right of accumulation threshold.
Letter
of Intent.
The above schedule of reduced sales charges for larger purchases also will be
available to you if you enter into a written
“Letter of Intent.” A Letter of Intent provides for the purchase of Class A
shares of the Fund and Class A shares of other Morgan
Stanley Multi-Class Funds, except Morgan Stanley Institutional Fund Trust Short
Duration Income, Ultra-Short Income, Short
Duration Municipal Income Portfolios and Morgan Stanley Money Market Funds,
within a 13-month period. The initial purchase
of Class A shares of the Fund under a Letter of Intent must be at least 5% of
the stated investment goal. The Letter of Intent
does not preclude the Fund (or any other Morgan Stanley Multi-Class Fund) from
discontinuing sales of its shares. To determine
the applicable sales charge reduction, you may also include (1) the cost of
Class A shares of the Fund or any other Morgan Stanley
Multi-Class Fund that were previously purchased at a price including a front-end
sales charge during the 90-day period prior to
the Distributor receiving the Letter of Intent and (2) the historical cost of
shares of any Morgan Stanley Money Market Fund that you
acquired in an exchange from Class A shares of the Fund or any other Morgan
Stanley Multi-Class Fund purchased during that period
at a price including a front-end sales charge. You may also combine purchases
and exchanges by any Related Accounts during such
90-day period.
You
should retain any records necessary to substantiate historical costs because the
Fund, the Transfer Agent and your Financial Intermediary
may not maintain this information. You can obtain a Letter of Intent by
contacting your Financial Intermediary or by calling
toll-free 1-800-869-6397. If you do not achieve the stated investment goal
within the 13-month period, you are required to pay
the difference between the sales charges otherwise applicable and sales charges
actually paid, which may be deducted from your investment.
Shares acquired through reinvestment of distributions are not aggregated to
achieve the stated investment goal.
Other
Sales Charge Waivers.
In addition to investments of $500,000 or more, your purchase of Class A shares
is not subject to a front-end
sales charge if your account qualifies under one of the following
categories:
• |
Sales
through banks, broker-dealers and other financial institutions (including
registered investment advisers and financial planners)
purchasing shares on behalf of their clients in (i) discretionary and
non-discretionary advisory programs, (ii) asset allocation
programs, (iii) other programs in which the client pays an asset-based fee
for advice or for executing transactions in Fund
shares or for otherwise participating in the program or (iv) certain other
investment programs that do not charge an asset-based
fee, as outlined in an agreement between the Distributor and such
financial institution. |
• |
Sales
through Financial Intermediaries who have entered into an agreement with
the Distributor to offer Fund shares to self-directed
investment brokerage accounts, which may or may not charge a transaction
fee. |
• |
Qualified
state tuition plans described in Section 529 of the Code (subject to all
applicable terms and conditions). |
• |
Defined
contribution, defined benefit and other employer-sponsored employee
benefit plans, whether or not qualified under the Code,
where such plans purchase Class A shares through a plan-level or omnibus
account sponsored or serviced by a Financial Intermediary
that has an agreement with the Fund, the Distributor and/or the Adviser
pursuant to which Class A shares are available
to such plans without an initial sales
charge. |
• |
Certain
retirement and deferred compensation programs established by Morgan
Stanley Investment Management or its affiliates for
their employees or the Fund’s Trustees. |
• |
Current
or retired Directors or Trustees of the Morgan Stanley Funds, such
persons’ spouses, and children under the age of 21, and
trust accounts for which any of such persons is a
beneficiary. |
• |
Current
or retired directors, officers and employees of Morgan Stanley and any of
its subsidiaries, such persons’ spouses, and children
under the age of 21, and trust accounts for which any of such persons is a
beneficiary. |
• |
Certain
other registered open-end investment companies whose shares are
distributed by the Distributor. |
• |
Investments
made in connection with certain mergers and/or reorganizations as approved
by the Adviser. |
• |
The
reinvestment of dividends from Class A shares in additional Class A shares
of the Fund. |
• |
Current
employees of financial intermediaries or their affiliates that have
executed a selling agreement with the Distributor, such persons’
spouses, children under the age of 21, and trust accounts for which any
such person is a beneficiary, as permitted by internal
policies of their employer. |
• |
Investment
and institutional clients of the Adviser and its
affiliates. |
• |
Direct
purchases of shares by accounts where no Financial Intermediary is
specified. |
Class
A shares also are offered at net asset value to investment and institutional
clients of the Adviser and its affiliates and direct purchases
of shares by accounts where no Financial Intermediary is
specified.
Morgan
Stanley Prospectus | Shareholder
Information
Shareholder
Information (Con’t)
Certain
waivers may not be available depending on the policies at certain Financial
Intermediaries. Please consult your Financial Intermediary
for more information. For specific information with respect to sales charge
waivers and discounts available through a specific
Financial Intermediary, please refer to Appendix A attached to this
Prospectus.
Conversion
Feature.
A shareholder currently holding Class A shares of the Fund in a fee-based
advisory program (“Advisory Program”)
account or currently holding Class A shares in a brokerage account, but wishing
to transfer into an Advisory Program account
may convert such shares to Class I shares of the Fund within the Advisory
Program at any time. Such conversions will be on the
basis of the relative NAVs, without requiring any investment minimum to be met
and without the imposition of any redemption fee
or other charge. If a CDSC is applicable to such Class A shares, then the
conversion may not occur until after the shareholder has held
the shares for a 12-month period, except that, effective May 1, 2017, a CDSC
applicable to Class A shares converted to Class I shares
through traditional IRAs, Roth IRAs, Rollover IRAs, inherited IRAs, SEP IRAs,
SIMPLE IRAs, BASIC Plans, Educational Savings
Accounts and Medical Savings Accounts on the Merrill Lynch platform will be
waived and Merrill Lynch will remit to the Distributor
the full amount of the CDSC otherwise payable upon sale of such shares. Please
ask your financial advisor if you are eligible
for converting your Class A shares to Class I shares pursuant to these
conversion features. In addition, Class C shares held in an
account for which no broker-dealer or other Financial Intermediary is specified
and which are not subjected to a CDSC will periodically
be converted to Class A shares of the Fund.
|
| |
Contingent
Deferred Sales Charge or CDSC
A
fee you pay when you sell shares of certain Morgan Stanley Funds purchased
without an initial sales charge. This fee declines
the longer you hold your shares as set forth in the
table. |
CLASS
L 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.
Distribution
Fee.
Class L shares are subject to an annual distribution and shareholder services
(12b-1) fee of up to 0.50%
of the average
daily net assets of that class. The maximum annual 12b-1 fee payable by Class L
shares is higher than the maximum annual 12b-1
fee payable by Class A shares.
Conversion
Feature.
A shareholder holding Class L shares of the Fund through a brokerage account or
an Advisory Program account may
convert such shares to either Class A or Class I shares of the Fund within an
Advisory Program at any time. Such conversions will
be on the basis of the relative NAVs, without requiring any investment minimum
to be met and without the imposition of any redemption
fee or other charge. Please ask your financial advisor if you are eligible for
converting your Class L shares to Class I shares pursuant
to these conversion features.
CLASS
I SHARES
Class I shares are sold at NAV without any sales charge on purchases or sales
and without any distribution and shareholder
services (12b-1) fee. Class I shares are offered only to investors meeting an
initial investment minimum of $1
million and the
following categories:
• |
Sales
through banks, broker-dealers and other financial institutions (including
registered investment advisers and financial planners)
purchasing shares on behalf of their clients in (i) discretionary and
non-discretionary advisory programs, (ii) fund supermarkets,
(iii) asset allocation programs, (iv) other programs in which the client
pays an asset-based fee for advice or for executing
transactions in Fund shares or for otherwise participating in the program
or (v) certain other investment programs that do
not charge an asset-based fee. |
• |
Qualified
state tuition plans described in Section 529 of the Code and donor-advised
charitable gift funds (subject to all applicable terms
and conditions). |
• |
Defined
contribution, defined benefit and other employer-sponsored employee
benefit plans, whether or not qualified under the Code. |
• |
Certain
other registered open-end investment companies whose shares are
distributed by the Distributor. |
• |
Investors
who were shareholders of the Dean Witter Retirement Series on September
11, 1998 for additional purchases for their former
Dean Witter Retirement Series accounts. |
• |
Certain
retirement and deferred compensation programs established by Morgan
Stanley Investment Management or its affiliates for
their employees or the Fund’s Trustees. |
• |
Current
or retired directors, officers and employees of Morgan Stanley and any of
its subsidiaries, such persons’ spouses, and children
under the age of 21, and trust accounts for which any of such persons is a
beneficiary. |
Morgan
Stanley Prospectus | Shareholder
Information
Shareholder
Information (Con’t)
• |
Current
or retired Directors or Trustees of the Morgan Stanley Funds, such
persons’ spouses, and children under the age of 21, and
trust accounts for which any of such persons is a
beneficiary. |
• |
Investments
made in connection with certain mergers and/or reorganizations as approved
by the Adviser. |
• |
The
reinvestment of dividends from Class I shares in additional Class I shares
of the Fund. |
Meeting
Class I Eligibility Minimums.
To meet the $1
million initial investment to qualify to purchase Class I shares you may
combine: (1)
purchases in a single transaction of Class I shares of the Fund and other Morgan
Stanley Multi-Class Funds; and/or (2) previous purchases
of Class A and Class I shares of Morgan Stanley Multi-Class Funds you currently
own, along with shares of Morgan Stanley
Funds you currently own that you acquired in exchange for those shares.
Shareholders cannot combine purchases made by family
members or a shareholder’s other Related Accounts in a single transaction for
purposes of meeting the $1
million initial investment
minimum requirement to qualify to purchase Class I shares.
CLASS
C SHARES
Class C shares are sold at NAV with no initial sales charge, but are subject to
a CDSC of 1.00% on sales made within
one year after the last day of the month of purchase.
Financial
Intermediaries may impose a limit on the dollar value of a Class C share
purchase order that they will accept. You should discuss
with your Financial Intermediary which share class is most appropriate for you
based on the size of your investment, your expected
time horizon for holding the shares and other factors, bearing in mind the
availability of reduced sales loads on Class A share
purchases that qualify for such reduction under the combined purchase privilege
or right of accumulation privilege available on Class
A share purchases.
With
respect to Class C shares, the CDSC is assessed on an amount equal to the lesser
of the then market value of the shares or the historical
cost of the shares (which is the amount actually paid for the shares at the time
of original purchase) being redeemed. Accordingly,
no sales charge is imposed on increases in NAV above the initial purchase price.
In determining whether a CDSC applies
to a redemption, it is assumed that the shares being redeemed first are any
shares in the shareholder’s account that are not subject
to a CDSC, followed by shares held the longest in the shareholder’s account. A
CDSC may be waived under certain circumstances.
See the Class C CDSC waiver categories listed below.
CDSC
Waivers.
The CDSC on Class C shares will be waived in connection with the sale of Class C
shares for which no commission or transaction
fee was paid by the Distributor or Financial Intermediary at the time of
purchase of such shares. In addition, a CDSC, if otherwise
applicable, will be waived in the case of:
• |
Sales
of shares held at the time you die or become disabled (within the
definition in Section 72(m)(7) of the Code which relates to the
ability to engage in gainful employment), if the shares are: (i)
registered either in your individual name or in the names of you
and
your spouse as joint tenants with right of survivorship; (ii) registered
in the name of a trust of which (a) you are the settlor and that
is revocable by you (i.e., a “living trust”) or (b) you and your spouse
are the settlors and that is revocable by you or your spouse
(i.e., a “joint living trust”); or (iii) held in a qualified corporate or
self-employed retirement plan, IRA or 403(b) Custodial Account;
provided in either case that the sale is requested within one year after
your death or initial determination of
disability. |
• |
Sales
in connection with the following retirement plan “distributions”: (i)
lump-sum or other distributions from a qualified corporate
or self-employed retirement plan following retirement (or, in the case of
a “key employee” of a “top heavy” plan, following
attainment of age 59 1/2); (ii) required minimum distributions and certain
other distributions (such as those following attainment
of age 59 1/2) from an IRA or 403(b) Custodial Account; or (iii) a
tax-free return of an excess IRA contribution (a distribution
does not include a direct transfer of IRA, 403(b) Custodial Account or
retirement plan assets to a successor custodian or
trustee). |
• |
Sales
of shares in connection with the systematic withdrawal plan of up to 12%
annually of the value of each fund from which plan
sales are made. The percentage is determined on the date you establish the
systematic withdrawal plan and based on the next calculated
share price. You may have this CDSC waiver applied in amounts up to 1% per
month, 3% per quarter, 6% semi-annually
or 12% annually. Shares with no CDSC will be sold first, followed by those
with the lowest CDSC. As such, the waiver benefit
will be reduced by the amount of your shares that are not subject to a
CDSC. If you suspend your participation in the plan,
you may later resume plan payments without requiring a new determination
of the account value for the 12% CDSC waiver. |
The
Distributor may require confirmation of your entitlement before granting a CDSC
waiver. If you believe you are eligible for a CDSC
waiver, please contact your Financial Intermediary or call toll-free
1-800-869-6397.
Distribution
Fee.
Class C shares are also subject to an annual distribution and shareholder
services (12b-1) fee of up to 1.00% of the average
daily net assets of that class. The Fund pays the Distributor (i) a shareholder
services fee of up to 0.25% of the average daily net
assets of the Class C shares on an annualized basis and (ii) a distribution fee
of up to 0.75% of the average daily net assets of the
Morgan
Stanley Prospectus | Shareholder
Information
Shareholder
Information (Con’t)
Class
C shares on an annualized basis. The maximum annual 12b-1 fee payable by Class C
shares is higher than the maximum annual
12b-1 fee payable by Class A and Class L shares.
Conversion
Feature.
A shareholder holding Class C shares of the Fund through a brokerage account or
an Advisory Program account may
convert such shares to either Class A or Class I shares of the Fund within an
Advisory Program at any time. Such conversions will
be on the basis of the relative NAVs, without requiring any investment minimum
to be met and without the imposition of any redemption
fee or other charge. If a CDSC is applicable to such Class C shares, then the
conversion may not occur until after the shareholder
has held the shares for a 12-month period, except that, effective May 1, 2017, a
CDSC applicable to Class C shares converted
to Class I shares through traditional IRAs, Roth IRAs, Rollover IRAs, inherited
IRAs, SEP IRAs, SIMPLE IRAs, BASIC Plans,
Educational Savings Accounts and Medical Savings Accounts on the Merrill Lynch
platform will be waived and Merrill Lynch will
remit the portion of the payment to be made to the Distributor in an amount
equal to the CDSC multiplied by the number of months
remaining on the CDSC period divided by the maximum number of months of the CDSC
period. Please ask your financial advisor
if you are eligible for converting your Class C shares to Class I shares
pursuant to these conversion features.
After
eight years, Class C shares of the Fund generally will convert automatically to
Class A shares of the Fund with no initial sales charge,
provided that the Fund or the Financial Intermediary through which a shareholder
purchased or holds Class C shares has records
verifying that the Class C shares have been held for at least eight years. The
automatic conversion of Class C shares to Class A shares
will not apply to shares held through group retirement plan recordkeeping
platforms of certain Financial Intermediaries who hold
such shares in an omnibus account and do not track participant level share lot
aging to facilitate such a conversion. The eight-year
period runs from the last day of the month in which the shares were purchased
or, in the case of Class C shares acquired through an
exchange, from the last day of the month in which the original Class C shares
were purchased; the shares will convert to Class A shares
based on their relative NAVs in the month following the eight-year period. At
the same time, an equal proportion of Class C shares
acquired through automatically reinvested distributions will convert to Class A
shares on the same basis. A conversion of shares of
one class directly for shares of another class of the same Fund normally should
not be taxable for federal income tax purposes.
CLASS
R6 SHARES Class
R6 shares are offered at NAV without any sales charge on purchases or sales. In
addition, no distribution (12b-1)
or shareholder services fees, sub-accounting or other similar fees, or any
finder’s fee payments are charged or paid on Class
R6
shares. To purchase Class
R6 shares, an investor must meet a minimum initial investment of $5 million or
be a defined contribution,
defined benefit or other employer sponsored employee benefit plan, in each case
provided that the plan trades on an omnibus
level, whether or not qualified under the Code and in each case subject to the
discretion of the Adviser. Omnibus trades of $5
million or more shall be accepted from certain platforms, including; (i) banks
and trust companies; (ii) insurance companies; and (iii)
registered investment advisory firms. The $5
million minimum initial investment amount may be waived for Fund shares
purchased
by or through: (1) certain registered open-end investment companies whose shares
are distributed by the Distributor; or (2)
investments made in connection with certain mergers and/or reorganizations as
approved by the Adviser.
NO
SALES CHARGES FOR REINVESTED CASH DISTRIBUTIONS
If you receive a cash payment representing an ordinary dividend or capital
gain and you reinvest that amount in the applicable class of shares by returning
the check within 30 days of the payment date, the
purchased shares would not be subject to an initial sales charge or
CDSC.
PLAN
OF DISTRIBUTION (RULE 12b-1 FEES)
The Fund has adopted a Plan of Distribution (the “Plan”) in accordance with Rule
12b-1 under
the 1940 Act with respect to the Class A, Class L and Class C shares (Class I
and Class R6 shares are offered without any 12b-1
fee). The Plan allows the Fund to pay distribution fees for the sale and
distribution of these shares. It also allows the Fund to pay for
services to shareholders of Class A, Class L and Class C shares. Because these
fees are paid out of the Fund’s assets on an ongoing basis,
over time, these fees will increase the cost of your investment and reduce your
return in these classes and may cost you more than
paying other types of sales charges.
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 any new or successor funds, programs,
accounts or businesses, 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 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
Morgan
Stanley Prospectus | Shareholder
Information
Shareholder
Information (Con’t)
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.
For
more information about conflicts of interest, see the section entitled
“Potential Conflicts of Interest” in the SAI.
Material
Nonpublic Information.
It is expected that confidential or material nonpublic 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. Morgan Stanley has
established certain information barriers and other policies
to address the sharing of information between different businesses within Morgan
Stanley. In limited circumstances, however,
including for purposes of managing business and reputational risk, and subject
to policies and procedures and any applicable
regulations, personnel, including personnel of the investment 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).
Investments
by Morgan Stanley and its Affiliated Investment Accounts.
In serving in multiple capacities to Affiliated Investment Accounts,
Morgan Stanley, including the Adviser and the Investment team, 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. 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.
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
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. 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.
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’s activities
on behalf of its clients (such as engagements as an
underwriter or placement agent) may restrict or otherwise limit investment
opportunities that may otherwise be available to the
Fund.
Morgan
Stanley Prospectus | Shareholder
Information
Shareholder
Information (Con’t)
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 a merger or an
acquisition.
Morgan
Stanley Prospectus | Financial
Highlights
The
financial highlights tables that follow are intended to help you understand the
financial performance of the Class A, Class L, Class
I, Class C and Class R6 shares of the Fund, for the past five years. Certain
information reflects financial results for a single Fund
share. The total returns in the tables represent the rate that an investor would
have earned (or lost) on an investment in the Fund
(assuming reinvestment of all dividends and distributions).
The
ratio of expenses to average net assets listed in the tables below for each
class of shares of the Fund are based on the average net assets
of the Fund for each of the periods listed in the tables. To the extent that the
Fund’s average net assets decrease over the Fund’s next
fiscal year, such expense ratios can be expected to increase, potentially
significantly, because certain fixed costs will be spread over
a smaller amount of assets.
The
information below has been derived from the financial statements audited by
Ernst & Young LLP, the Fund’s independent registered
public accounting firm. Ernst & Young LLP’s report, along with the Fund’s
financial statements, are incorporated by reference
into the Fund’s SAI. The Annual Report to Shareholders (which includes the
Fund’s financial statements) and SAI are available
at no cost from the Fund at the toll-free number noted on the back cover to this
Prospectus.
Morgan
Stanley Prospectus | Financial
Highlights
Mortgage
Securities Trust
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Class
A |
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Year
Ended October 31, |
Selected
Per Share Data: |
2023 |
2022 |
2021 |
2020 |
2019 |
Net
asset value, beginning of period |
$ |
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