UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to § 240.14a-12
MORGAN STANLEY INSTITUTIONAL FUND, INC.MORGAN STANLEY INSTITUTIONAL FUND TRUST
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(Names of Registrants as Specified in Their Charters)
Filed by a Party other than the Registranto
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Check the appropriate box: | ||||||
o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x
Definitive Proxy Statement
o
Definitive Additional Materials
o
Soliciting Material under §240.14a-12
MORGAN STANLEY INSTITUTIONAL FUND TRUST
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x
No fee required.
o
(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1) | Title of each class of securities to which transaction applies: | ||
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(2) | Aggregate number of securities to which transaction applies: | ||
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(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||
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(4) | Proposed maximum aggregate value of transaction: | ||
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(5) | Total fee paid: | ||
o
[ ] Fee paid previously with preliminary materials.
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o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by | ||
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(1) | Amount Previously Paid: | ||
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(2) | Form, Schedule or Registration Statement No.: | ||
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MORGAN STANLEY INSTITUTIONAL FUND, INC.
MORGAN STANLEY INSTITUTIONAL FUND TRUST
on behalf of its
Strategic Income Portfolio
c/o Morgan Stanley Investment Management Inc.1221522 Fifth Avenue of the Americas
New York, New York 10020NY 10036
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NOTICE OF SPECIAL MEETINGSMEETING OF SHAREHOLDERS
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To Our Shareholders:
Notice is hereby given that a Special MeetingsMeeting of Shareholders (the "Meeting") of each portfolio (each,the Strategic Income Portfolio (the "Fund"), a ‘‘Portfolio’’ and, collectively, the ‘‘Portfolios’’)series of Morgan Stanley Institutional Fund Inc. and Morgan Stanley Institutional Fund Trust (each a ‘‘Company’’ and collectively, the ‘‘Companies’’(the "Trust") will, is to be held on Tuesday, August 1, 2006,23, 2019 at the offices of Morgan Stanley Investment Management Inc., 1221522 Fifth Avenue, of the Americas, 3rd Floor, Room N, New York, New York 10020,NY 10036 at 10:309:00 a.m., Eastern Time.
The Meetings areMeeting is being held for the following purposes:
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1. To change the Fund's investment objective.
2. To reclassify the Fund's investment objective as a non-fundamental policy of the Fund.
3. To consider and act upon any other business as may properly come before the Meeting or any adjournment or postponement thereof.
Only shareholders of record of a particular Portfoliothe Fund at the close of business on May 30, 2006,July 15, 2019, the record date for the Meetings,Meeting, are entitled to notice of, and to vote at, the Meeting of that Portfoliothe Fund or any adjournments or postponements thereof.
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Mary E. Mullin
Secretary
Dated: June 14, 2006July 18, 2019
You can help avoid the necessity and expense of sending follow-up letters to ensure a quorum by promptly returning the enclosed Proxy Card. If you do not expectare unable to attend the Meeting(s) for your Company(s),be present in person, please fill in, sign and promptly return the enclosed Proxy Card(s)Card in order that the necessary quorum may be represented at the Meeting. The enclosed envelope requires no postage if mailed in the enclosed self-addressed envelope orUnited States. Shareholders will be able to vote telephonically by touchtone telephone or electronically on the Internet as indicated in each Company’sby following instructions contained on their Proxy Card. In order to avoid the additional expense to the Companies of further solicitation, we ask your prompt cooperation in mailing in your Proxy Card(s)Card or voting by telephone or electronically on the Internet.enclosed Voting Information Card.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 23, 2019:
The Proxy Statement for the Special Meeting of Shareholders is available on the Internet at the website address located on the enclosed Proxy Card.
MORGAN STANLEY INSTITUTIONAL FUND, INC. (‘‘MSIF, INC.’’)(a company consisting of 22 separate portfolios)
MORGAN STANLEY INSTITUTIONAL FUND TRUST (‘‘MSIF TRUST’’)(a company consisting
on behalf of 20 separate portfolios)its
Strategic Income Portfolio
c/o Morgan Stanley Investment Management Inc.1221522 Fifth Avenue of the Americas
New York, New York 10020NY 10036
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JOINT PROXY STATEMENT
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Special Meetings of ShareholdersSPECIAL MEETING OF SHAREHOLDERS
TO BE HELD
August 1, 200623, 2019
This statementProxy Statement is furnished by the Board of Trustees/Directors (each a ‘‘Board’’ and collectively, the ‘‘Boards’’Trustees (the "Board") of each of the Companies listed above (each, a ‘‘Company’’ and, collectively, the ‘‘Companies’’Morgan Stanley Institutional Fund Trust (the "Trust"), in connection with the solicitation of Proxies by the Board for use at thea Special Meeting of Shareholders of each portfolio (each,the Strategic Income Portfolio (the "Fund"), a ‘‘Portfolio’’ and, collectively,series of the ‘‘Portfolios’’) of each Company (each, a ‘‘Meeting’’ and, collectively, the ‘‘Meetings’’)Trust, to be held on Tuesday, August 1, 2006,23, 2019 (the "Meeting") at the principal executive office of the investment adviser for each Company, Morgan Stanley Investment Management Inc. (hereinafter ‘‘MSIM’’ or the ‘‘Adviser’’), 1221522 Fifth Avenue, of the Americas, 3rd Floor, New York, New York 10020.NY 10036. It is expected that the Notice of Special Meetings, JointMeeting of Shareholders, Proxy Statement and Proxy Card(s)Card will first be mailed to holdersshareholders of common stock of MSIF, Inc. and to holders of shares of beneficial interest of MSIF Trust (each, a ‘‘Shareholder’’ and, collectively, the ‘‘Shareholders’’Fund (the "Shareholders") on or about June 14, 2006.July 19, 2019. The purpose of the Meetings,Meeting, the matters to be acted upon and the commencement time of eachthe Meeting are set forth in the accompanying Notice of Special MeetingsMeeting of Shareholders.
If the accompanying Proxy Cardenclosed form of proxy for a Portfoliothe Fund is properly executed properly and returned shares representedin time, or is submitted by it willtelephone or Internet, to be voted at the Meeting, for that Portfoliothe proxies named therein will vote the shares of beneficial interest with respect to the Fund (collectively, the "Shares") represented by it in accordance with the instructions onmarked thereon. Properly executed but unmarked proxies submitted by Shareholders will be voted FOR the Proxy Card.Proposals. A Proxyproxy may be revoked at any time prior to its exercise by any of the time it is voted (i) byfollowing: written notice of revocation to the Secretary of the CompanyFund, execution and delivery of a later dated proxy to the Secretary of the Fund (whether by mail or, (ii)as discussed below, by touchtone telephone or the Internet) (if returned and received in time to be voted) or attendance and voting at the Meeting. Attendance at the Meeting will not in and of itself revoke a proxy. In order to revoke a proxy in person at the Portfolio. If no instructionsMeeting, Shareholders must either submit a subsequent proxy or vote in person and request that their proxy be revoked. Shareholders whose Shares are specified, shares will be voted FOR each Proposal.held in street name by a broker of record and who wish to vote in person at the Meeting must obtain a legal proxy from their broker and present it at the Meeting to the inspector of elections.
The Board has fixed the close of business on May 30, 2006July 15, 2019 as the record date for the determination of Shareholders entitled to notice of, and to vote at, the MeetingsMeeting and at any adjournments or postponements thereof. See Exhibit A for information relating toOn that date, the number of shares of each PortfolioFund had 1,036,386.119 Shares outstanding and entitled to vote.
The expensecost of solicitation,soliciting proxies for the Meeting, consisting primarilyprincipally of printing and mailing is estimated at $5,185,054 andexpenses, will be borne by each respective Portfolio based on its net assets and will include reimbursement to brokerage firms and others for reasonable expenses in forwarding proxy solicitation materials to beneficial owners.the Fund. The solicitation of Proxy Cardsproxies will be largely by mail, butwhich may include, without cost tobe supplemented by solicitation by mail, telephone or otherwise through Trustees and officers of the Portfolios, telephonic, telegraphic, onlineTrust or oral communications byofficers and regular employees of certain affiliates of each Company, including Morgan Stanley Investment Management Inc. ("MSIM, having as its principal office 1221 Avenue of" "Management" or the Americas, New York, New York 10020, who will receive no extra"Adviser"), the investment adviser and the administrator for the Fund, Morgan Stanley & Co. LLC ("Morgan Stanley & Co.") and/or Morgan Stanley Smith Barney LLC, without special compensation for their services. The solicitation of Proxy Cards is also expected to include communications by employees oftherefor. In addition, the Fund may employ Computershare Inc. (operating through its Computershare Fund Services (‘‘Computershare’’)division), a Delaware Corporation ("CFS"), as proxy solicitation firm expectedsolicitor if it appears that the required number of votes to achieve a quorum will not be engagedreceived. The transfer agent services for the Fund are currently provided by each Company, on behalf of the Portfolios, to solicit Proxy Cards by mail or by telephonic, telegraphic or oral communications at a cost not expected to exceed $7,500, plus out-of-pocket expenses.DST Asset Manager Solutions, Inc.
Shareholders will be able to authorize proxies to vote their sharesShares by touchtone telephone or by Internet by following the instructions on the Proxy Card or on the Voting Information Card accompanying this Joint Proxy Statement. The Internet procedures are designed to authenticate a Shareholder's identity to allow Shareholders to vote their Shares and confirm that their instructions have been properly recorded. To vote by touchtone telephoneInternet or by Internet,touchtone telephone, Shareholders can access
the website or call the toll-free number listed on the Proxy Card or noted in the enclosed voting instructions.Card. To vote by touchtone telephone or by Internet, Shareholders will need the number that appears on the Proxy Card or Voting Information Card in the shaded box.
In certain instances, ComputershareCFS may call Shareholders to ask if they would be willing to have their votes recorded by telephone. The telephone voting procedure is designed to authenticate
Shareholders’ Shareholders' identities, to allow Shareholders to authorize the voting of their sharesShares in accordance with their instructions and to confirm that their instructions have been recorded properly. No recommendation will be made as to how a Shareholder should vote on any Proposal other than to refer to the recommendations of the Boards.Board. The Companies haveFund has been advised by counsel that these procedures are consistent with the requirements of applicable law. Shareholders voting by telephone in this manner will be asked for identifying information and will be given an opportunity to authorize proxies to vote their sharesShares in accordance with their instructions. To ensure that the Shareholders’Shareholders' instructions have been recorded correctly, they will receive a confirmation of their instructions in the mail. A special toll-free number set forth in the confirmation will be available in case the information contained in the confirmation is incorrect. Although a Shareholder’sShareholder's vote may be taken by telephone, each Shareholder will receive a copy of this Joint Proxy Statement and may vote by mail using the enclosed Proxy Card or by Internet or touchtone telephone or the Internet as set forth above. The last proxy vote received in time to be voted, whether by Internet, mailed Proxy Card or touchtone telephone, or Internet, will be the vote that is counted and will revoke all previous votes by the Shareholder. With respect toIn the event that CFS is retained as proxy solicitor, CFS will be paid a project management fee as well as telephone solicitation expenses incurred for reminder calls, outbound telephone voting, confirmation of telephone votes, inbound telephone contact, obtaining Shareholders’Shareholders' telephone numbers and providing additional materials upon Shareholder request, Computershare will be paid at an estimated cost of $831,467,$250, which would be borne by the Companies.Fund. Any additional expenses incurred by CFS with respect to the Fund will be paid by the Fund.
Each CompanyThe Fund will furnish, without charge, a copy of its most recent annual report or semi-annual reportAnnual Report for its fiscal year ended September 30, 2018 and its Semi-Annual Report for the six-month period ended March 31, 2019 to any Shareholder of such Companythe Fund requesting such reports.report. Requests for annualAnnual and/or semi-annual reportsSemi-Annual Reports should be made in writing to the respective Company,Fund at Morgan Stanley Institutional Fund Trust c/o JPMorgan Investor Services Co.DST Asset Manager Solutions, Inc., P.O. Box 2798, Boston, Massachusetts 02208-2798,219804, Kansas City, MO 64121-9804, by calling 1-800-221-6726toll-free (800) 548-7786 or by visiting the Adviser’sAdviser's Internet website at www.morganstanley.com/im.
MSIM serves as the Fund's administrator and Adviser and Morgan Stanley Investment ManagementDistribution, Inc. ("MSDI") serves as each Company’s administrator. JPMorgan Investor Services Co. also provides administrative services to each Company.the Fund's distributor. The business address of JPMorgan Investor Services Co.both MSIM and MSDI is 73 Tremont522 Fifth Avenue, New York, NY 10036. State Street Bank and Trust Company serves as sub-administrator to the Fund. The business address of State Street Bank and Trust Company is One Lincoln Street, Boston, Massachusetts 02108-2798.MA 02111-2101.
This JointOnly one Proxy Statement is being used in orderwill be delivered to reducemultiple Shareholders sharing an address, unless the preparation, printing, handling and postage expenses that would result from the use ofFund has received contrary instructions. The Fund will furnish, upon written or oral request, a separate proxy statement for each Company. Sharescopy of a Company are entitledthe Proxy Statement to one vote each at the respective Company’s Meeting and each fraction of a share will be entitled to the fraction of a vote equal to the proportion of a full share represented by the fractional share. To the extent information relating to common ownership is available to the Companies, a Shareholder that owns record shares in both Companies will receiveat a package containingshared address to which a Jointsingle Proxy Statement was delivered. Requests for a separate Proxy Statement, and Proxy Cards for both Companies. If the information relating to common ownership is not availablenotifications to the Companies,Fund that a Shareholder that beneficially owns shareswishes to receive separate copies in both Companies may receive two or more packages each containing a Joint Proxy Statement and a Proxy Card for each Companythe future, should be made in which such Shareholder is a beneficial owner. Ifwriting to the proposed election of Trustees/Directors is approved by Shareholders of one Company and disapproved by Shareholders of the other Company, the Proposal will be implemented for the Company that approved the Proposal and will not be implemented for the Company that did not approve the Proposal. Thus, it is essential that Shareholders complete, date, sign and return each enclosed Proxy Card or vote by telephone as indicated in each Company’s Proxy Card.
The Shareholders are being solicited and are entitled to vote on Proposals 1 and 2, which are outlined as follows:
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Under the By-Laws of MSIF,Fund at Morgan Stanley Institutional Fund Trust c/o DST Asset Manager Solutions, Inc., the presence at a meeting in personP.O. Box 219804, Kansas City, MO 64121-9804 or by calling toll-free (800) 548-7786. Multiple Shareholders who are sharing an address and currently receiving multiple copies of periodic reports and proxy statements may request to receive only one copy of Shareholders entitled to cast a majority of the votes entitled to be cast thereat shall constitute a quorum. Under the By-Laws of MSIF Trust, 40% of the Shares entitled to vote shall constitute a quorum. For this purpose, abstentionssuch reports and broker ‘‘non-votes’’ will be counted in determining whether a quorum is present at the Meeting, but will not be counted as votes cast at the Meeting.proxy statements by calling toll-free (800) 548-7786.
At a meeting held on April 25, 2006,June 12-13, 2019, the Board of each Company determined that it was in the best interestinterests of the CompanyFund to approve each Proposal.the Proposals. After careful consideration, the Board approved the submission of each Proposalthe Proposals to Shareholders for their approval.
The Board of each Company unanimously recommends that you cast your vote ‘‘For’’ each Proposal"FOR" the Proposals to change the Fund's investment objective and reclassify the investment objective as a non-fundamental policy of the Fund as set forth in this Proxy Statement as follows:Statement.
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Your vote is important. Please return your Proxy Card promptly no matter how many sharesShares you own.
PROPOSAL 1 — ELECTION OF TRUSTEES/DIRECTORS
At the Meetings, Shareholders of each Company will be asked to consider the election of four individuals to the Board of Trustees/Directors of that Company to hold office until their successors are duly elected and qualified. The same four individuals are nominees for each Company’s Board. It is the intention of the persons named in the accompanying Proxy Cards to vote, on behalf of the Shareholders, for the election of Frank L. Bowman, Kathleen A. Dennis, Michael F. Klein and W. Allen Reed as Trustees/Directors for an indefinite term commencing on August 1, 2006, for all Companies.
Pursuant to each Company’s By-Laws, each Trustee/Director holds office until (i) his or her successor has been elected and qualified, (ii) his or her death, (iii) his or her resignation or (iv) his or her removal as provided by statute or the charter.
Information Regarding Trustees/Directors and Nominee Trustees/Directors
Certain information regarding the incumbent Trustees/Directors of the Companies and nominees for election as Trustees/Directors is set forth below:
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No Trustee/Director or nominee for election as Trustee/Director who is not an interested person of the Companies, or any immediate family member of such person, owns securities in the Adviser, or a person directly or indirectly controlling, controlled by, or under common control with the Adviser.
Certain information regarding the executive officers of the Companies is set forth below:
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Each of the nominees for Trustee/Director has consented to be named in this Joint Proxy Statement and to serve as a Trustee/Director of the Companies if elected. The Board of each Company has no reason to believe that any of the nominees named above will become unavailable for election as a Trustee/Director, but if that should occur before the Meeting for that Company, Proxy Cards will be voted for such persons as the Board of the Company may recommend.
Share Ownership of Trustees/Directors
The Trustees/Directors have adopted a policy pursuant to which each Trustee/Director and/or his or her spouse is required to invest at least $100,000 in any of the funds in the Morgan Stanley Retail and Institutional Funds on whose boards the Trustee/Director serves. In addition, the policy contemplates that the Trustees/Directors will, over time, increase their aggregate investment in the funds above the $100,000 minimum requirement. The Trustees/Directors may allocate their investments among specific funds in any manner they determine is appropriate based on their individual investment objectives. Any new Trustee/Director will be given a one year period following his or her election within which to comply with the foregoing. As of the date of this Joint Proxy Statement, each incumbent Trustee/Director is in compliance with the policy. As of March 31, 2006, the total value of the investments by the Trustees/Directors and/or their spouses in shares of the Morgan Stanley Retail Funds and Institutional
Funds was approximately $31.1 million. This amount includes compensation deferred by the Trustee/Director at his or her election pursuant to a deferred compensation plan. Such deferred compensation is placed in a deferral account and deemed to be invested in one or more of the Retail Funds or Institutional Funds (or portfolio thereof) that are offered as investment options under the plan.
Dollar Range of Equity Securities in the Companies
The following table sets forth information regarding the dollar range of beneficial ownership of shares in each Company and in certain registered investment companies, including the Companies, managed by the Adviser or an affiliate and held out to investors as related companies for purposes of investment and investor services (the ‘‘Family of Investment Companies’’) by the Trustees/Directors of the Companies and each nominee for election as a Trustee/Director, as of March 31, 2006. This information has been furnished by each Trustee/Director and nominee. The dollar values in the following table are based upon the market price of the relevant Company’s shares as of March 31, 2006.
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Board Meetings and Committees
The Board, of each Company hasat a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’). The Audit Committee provides assistancemeeting held on June 12-13, 2019, approved amendments to the Board with respectFund's investment objective (subject to the engagement of that Company’s independent registered public accounting firmShareholder approval) and the qualifications, independence and performance of the independent registered public accounting firm. The Audit Committee also,strategies, among other things, reviews witheffective on or about October 1, 2019.
Because a change to the independent registered public accounting firmFund's investment objective requires Shareholder approval, the plan and resultsBoard approved the changes described herein subject to receiving Shareholder approval of the audit engagement and matters having a material effect on each Company’s financial operations. Each Company has adopted an Audit Committee Charter. The members of the Audit Committee of each Company are currently Michael Bozic, Edwin J. Garn, Wayne E. Hedien, Dr. Manuel H. Johnson, Joseph J. Kearns, Michael E. Nugent and Fergus Reid, none of whom is an ‘‘interested person,’’ as defined under the Investment Company Act, of either Company (with such disinterested Trustees/Directors being ‘‘Independent Trustees/Directors’’ or individually, an ‘‘Independent Trustee/Director’’). The current Chairman of each Audit Committee is Dr. Manuel H. Johnson and the Deputy Chairman is Joseph J. Kearns. The Audit Committees of both MSIF, Inc. and MSIF Trust each met six times during the fiscal years ended December 31, 2005 and September 30, 2005, respectively.
The Board of each Company also has a Governance Committee. The Governance Committee identifies individuals qualified to serve as Independent Trustees/Directors on each Company’s Board and its committees and recommends such qualified individuals for nomination by the Independent Trustees/Directors as candidates for election as Independent Trustees/Directors, advises each Company’s Board with respect to Board composition, procedures and committees, develops and recommends to each Company’s Board a set of corporate governance principles applicable to each Company, monitors and makes recommendations on corporate governance matters and policies and procedures of the Company Board and its committees and oversees periodic evaluations of the Company Board and its committees. Each Company has adopted a formal, written Governance Committee Charter, a copy of which is attached hereto as Schedule A. The Governance Committee Charter is not available on the Companies’ websites. The members of the Governance Committee of each Company are currently Michael Bozic, Edwin J. Garn and Fergus Reid, each of whom is an Independent Trustee/Director. The current Chairman of each Governance Committee is Fergus Reid. The Governance Committee of MSIF, Inc. met two times during the fiscal year ended December 31, 2005. The Governance Committee of MSIF Trust met three times during the fiscal year ended September 30, 2005.
Neither of the Companies has a separate nominating committee. While each Company’s Governance Committee recommends qualified candidates for nominations as Independent Trustees/Directors, the Board of each Company believes that the task of nominating prospective Independent Trustees/Directors is important enough to require the participation of all current Independent Trustees/Directors, rather than a separate committee consisting of only certain Independent Trustees/Directors. Accordingly, each current Independent Trustee/Director (Michael Bozic, Edwin J. Garn, Wayne E. Hedien, Dr. Manuel H. Johnson, Joseph J. Kearns, Michael E. Nugent and Fergus Reid) has participatedchange in the election and nomination of candidates for election as Independent Trustees/Directors for the respective Companies presented in this Proposal for which the Independent Trustee/Director serves. Persons recommended as candidates for nomination as Independent Trustees/Directors are required to possess such knowledge, experience, skills, expertise and diversity so as to enhance the Board’s ability to manage and direct the affairs and business of the Company, including, when applicable, to enhance the ability of committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law. While the Independent Trustees/Directors of each of the Companies expect to be able to continue to identify from their own resources an ample number of qualified candidates for each Company’s Board as they deem appropriate, they will consider nominations from Shareholders to the Board. Nominations from Shareholders should be in writing and sent to the Independent Trustees/Directors as described below under ‘‘Shareholder Communications.’’
There were 15 and 13 meetings of the Boards of Trustees/Directors of MSIF, Inc. and MSIF Trust held during the fiscal years ended December 31, 2005 and September 30, 2005, respectively. In addition, the Independent Directors of MSIF, Inc. and the Independent Trustees of MSIF Trust each met three times during that period.
Finally, each Company’s Board has formed an Insurance Committee to review and monitor the insurance coverage maintained by each Company. The Insurance Committee for each Company currently consists of Messrs. Nugent, Fiumefreddo and Hedien. Messrs. Nugent and Hedien are Independent Trustees/Directors. The Insurance Committee of MSIF, Inc. met six times during the fiscal year ended December 31, 2005. The Insurance Committee of MSIF Trust met seven times during the fiscal year ended September 30, 2005.
For the 2005 fiscal year, each incumbent Trustee/Director attended at least seventy-five percent of the aggregate number of meetings of the Boards and of any committee on which he served, held during the time such Trustee/Director was a member of the Boards.
Shareholder Communications
Shareholders may send communications to each Company’s Board by addressing the communication directly to that Board (or individual Board members) and/or otherwise clearly indicating in the salutation that the communication is for the Board (or individual Board members) and by sending the communication to either the Company’s office or directly to such Board member(s) at the address specified for each
Trustee/Director below. Other Shareholder communications received by the Companies not directly addressed and sent to the Boards will be reviewed and generally responded to by management, and will be forwarded to the Boards only at management’s discretion based on the matters contained therein.
Compensation
Each Independent Trustee/Director receives an annual fee of $180,000 for serving the Retail Funds and the Institutional Funds. Prior to October 1, 2005, each Independent Trustee/Director received an annual retainer fee of $168,000 for serving the Retail Funds and the Institutional Funds. In addition, each Independent Trustee/Director received $2,000 for attending each of the four quarterly board meetings and two performance meetings that occurred each year, so that an Independent Trustee/Director who attended all six meetings received total compensation of $180,000 for serving the funds.
The Chairman of the Audit Committee of each Company receives an additional annual retainer fee of $60,000. Other Committee Chairmen and the Deputy Chairman of the Audit Committee receive an additional annual retainer fee of $30,000. The aggregate compensation paid to each Independent Trustee/Director is paid by the Retail Funds and the Institutional Funds, and is allocated on a pro rata basis among each of the operational funds/portfolios of the Retail Funds and the Institutional Funds based on the relative net assets of each of the funds/portfolios. Mr. Fiumefreddo receives an annual fee from the Retail Funds and the Institutional Funds for his services as Chairman of the Boards of the Retail Funds and the Institutional Funds and for administrative services provided to each Board.
Each Company also reimburses such Trustees/Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings. Trustees/Directors of the Company who are employed by the Adviser or an affiliated company receive no compensation or expense reimbursement from the Company for their services as Trustee/Director.
Effective April 1, 2004, the Companies began a Deferred Compensation Plan (the ‘‘DC Plan’’), which allows each Independent Trustee/Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Trustees/Directors throughout the year. Each eligible Trustee/Director generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Retail Funds or Institutional Funds (or portfolios thereof) that are offered as investment options under the DC Plan. At the Trustee/Director’s election, distributions are either in one lump sum payment, or in the form of equal annual installments over a period of five years. The rights of an eligible Trustee/Director and the beneficiaries to the amounts held under the DC Plan are unsecured and such amounts are subject to the claims of the creditors of each Company.
Prior to April 1, 2004, the Institutional Funds maintained a similar Deferred Compensation (the ‘‘Prior DC Plan’’), which also allowed each Independent Trustee/Director to defer payment of all, or a portion, of the fees he or she received for serving on the Board of Trustees/Directors throughout the year. The DC Plan amends and supersedes the Prior DC Plan and all amounts payable under the Prior DC Plan are now subject to the terms of the DC Plan (except for amounts paid during the calendar year 2004, which remain subject to the terms of the Prior DC Plan).
Set forth below is a table showing the aggregate compensation paid by each Company to each of its Trustees/Directors, as well as the total compensation paid to each Trustee/Director of each Company by all of the Companies and by other U.S. registered investment companies advised by MSIM or any investment companies that have an investment adviser that is an affiliated person of MSIM (collectively, the ‘‘Fund Complex’’) for their services as Trustees/Directors of such investment companies. The aggregate compensation paid by MSIF, Inc. is as of the fiscal year ended December 31, 2005 and the aggregate compensation paid by MSIF Trust is as of the fiscal year ended September 30, 2005. In all cases, there were no pension or retirement benefits accrued as part of any fund’s expenses. The amounts reflected in the following table include amounts paid by the Fund Complex for services rendered during the calendar year ended December 31, 2005 for each fund within the Fund Complex, regardless of whether such amounts were actually received by the Trustees/Directors during such fiscal year.
COMPENSATION
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| Name of Trustees/Directors | | | MSIF, Inc. | | | MSIF Trust | | | Total Compensation from Funds and Fund Complex Paid to Trustees/Directors(2)(4) | |||||||||
| Interested Trustee/Director | | | | | | | ||||||||||||
| Fiumefreddo(1) | | | | $ | 39,245 | | | | | $ | 31,169 | | | | | $ | 360,000 | |
| Higgins(1) | | | | | 0 | | | | | | 0 | | | | | | 0 | |
| Independent Trustee/Director | | | | | | | | | | | | | | | | |||
| Bozic | | | | | 19,698 | | | | | | 15,734 | | | | | | 180,000 | |
| Garn | | | | | 19,472 | | | | | | 15,570 | | | | | | 178,000 | |
| Hedien | | | | | 19,698 | | | | | | 15,734 | | | | | | 180,000 | |
| Johnson | | | | | 26,237 | | | | | | 20,927 | | | | | | 240,000 | |
| Kearns(3) | | | | | 23,126 | | | | | | 18,228 | | | | | | 217,000 | |
| Nugent | | | | | 22,967 | | | | | | 18,330 | | | | | | 210,000 | |
| Reid | | | | | 22,967 | | | | | | 18,330 | | | | | | 215,000 | |
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Assuming a quorum is present, approval of Proposal 1 with respect to each Company will require the affirmative vote of a majority of the Company’s shares represented in person or by proxy at the Meeting and entitled to vote at the Meeting. Shareholders of each Portfolio of a Company will vote together as a single class with respect to Proposal 1.
The Board of each Company recommends that you vote ‘‘For’’ the election of the nominees as Trustees/Directors.
OVERVIEW OF PROPOSAL 2 RELATED TO THE MODIFICATION OFCERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONSobjective.
The Investment Company Act of 1940, as amended (the "Investment Company Act"), requires a registered investment company including each Company, to have certain specific investment policies that can be changed only with shareholder approval. Investment companies may also elect to designate other policies that may be changed only with a shareholder vote. Both types of policies are often referred to as ‘‘fundamental’’"fundamental" policies. In this Proxy Statement,case, the word ‘‘restriction’’ or ‘‘limitation’’Fund's investment objective has been designated a fundamental policy and any change to the investment objective requires Shareholder approval. As a result, the Board is sometimes usedasking Shareholders to describeapprove a policy. Certain fundamental policies have been adoptedchange in the pastFund's investment objective, which will be coupled with changes to the Fund's investment strategies and the other changes discussed below.
Both Management and the Board believe this change in the Fund's investment objective is in the best interests of the Fund and its Shareholders. In particular, Management and the Board considered that distribution efforts of the Fund would be bolstered by transitioning to an investment objective that focuses on income generation, accompanied by changes to the investment process so as to utilize environmental, social and governance ("ESG") factors as fundamental drivers of credit risk and, in turn, a bond's return. The portfolio management team believes that repositioning the Fund would be a strategic enhancement to the return potential and distribution efforts of the Fund, which could lead to future asset gathering.
Current investment objective: The Fund "seeks total return comprised of income and capital appreciation."
Proposed investment objective: The Fund "seeks to maximize current income consistent with the preservation of capital."
The change in the Fund's investment objective (and accompanying strategy changes) will enable the Fund to be both income- and ESG-focused to appeal to, in particular, ESG-oriented investors.
The Fund's portfolio turnover is expected to be approximately 20-40% as a result of the strategy rebalance, subject to market conditions at the time. In connection with the anticipated portfolio turnover, trading costs are expected to be de minimis and will be borne by the CompaniesFund as the strategy changes are recommended to enhance the return profile and distribution efforts of the Fund. The Adviser does not anticipate adverse tax consequences as a result of the Fund's portfolio turnover due to the Fund's estimated capital gains and/or losses and current capital loss carryforwards. Associated proxy costs of the proposal will be effectively reimbursed to the Fund by the Adviser through management fee waivers due to the current assets under management of the Fund and current total expense ratio caps in place.
To support the proposed change in the Fund's investment objective, Management has proposed and the Board has approved all of the other changes described below. While these other changes do not require Shareholder approval, the implementation of these other changes is subject to Shareholder approval of the change in the Fund's investment objective.
Revisions to Investment Strategies. The Board has approved changes to the Fund's principal investment strategies. These changes are intended to transition the Fund's investment process, which currently incorporates information about ESG issues via an integrated approach within the portfolio management team's fundamental investment analysis framework, to an investment process that utilizes ESG factors as fundamental drivers of credit risk and, in turn, a bond's return. Although the Fund's risk profile is expected to be substantially similar to its current one, the Fund's adherence to its ESG criteria and application of related analyses when selecting investments may affect the Fund's performance depending on whether such investments are in or out of favor and relative to similar funds that do not adhere to such criteria or apply such analyses. Socially responsible norms differ by country and region, and a company's ESG practices or the Adviser's assessment of such may change over time. The Fund
may invest in companies that do not reflect the beliefs and values of any particular investor. The exclusionary criteria related to the Fund's ESG criteria may result in the Fund forgoing opportunities to buy certain regulatory, businesssecurities when it might otherwise be advantageous to do so, or industryselling securities for ESG reasons when it might be otherwise disadvantageous for it to do so.
The Fund will seek to achieve its new investment objective by primarily investing in fixed-income securities that the Fund's Adviser will allocate among asset classes or market segments and which include: (1) corporate securities, (2) residential and commercial mortgage-backed securities, (3) asset-backed securities, (4) foreign securities, including emerging market securities, and (5) U.S. government securities and foreign sovereign debt. The Fund may also invest in currency and other derivatives.
The Fund may invest up to 65% of its net assets in any one asset class or market segment. However, the amount of the Fund's assets committed to any one asset class or market segment will fluctuate. The Adviser has the flexibility to select any combination of the aforementioned asset classes or market segments depending upon market conditions and the current economic environment and, as a result, at any given time the Fund's assets may be invested in certain asset classes or market segments and not others. The Fund will invest at least 70% of its net assets in U.S. fixed-income securities and may have no more than 5% of net asset exposure to non-U.S. dollar currencies. The Fund will also invest at least 50% of its net assets in securities rated investment grade. The Fund may invest in securities of any duration; however, the average duration of the Fund will normally vary between zero and six years.
The Fund may invest in fixed-income securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities or in fixed-income securities issued or guaranteed by foreign governments or supranational organizations or any of their instrumentalities, including debt obligations of governmental issuers located in emerging market or developing countries and sovereign debt.
The Fund may invest in fixed-income securities that are no longer in effect. For example, the National Securities Markets Improvement Actrated below "investment grade" or are not rated, but are of 1996 (‘‘NSMIA’’) preempted many investment restrictions formerly imposed by stateequivalent quality. These fixed-income securities laws and regulations (these state laws and regulations are often referred to as ‘‘blue sky’’ laws and regulations), so those state requirements no longer apply. As"high yield securities" or "junk bonds." High yield securities are fixed-income securities rated non-investment grade by a result, many of the current restrictions unnecessarily limit the investment strategies available to the Adviser in managing a Portfolio’s assets. In addition, the lack of uniform standards across the Companies leads to operating inefficiencies and
increases the costs of compliance monitoring. Accordingly, the Adviser recently conducted a review of each Portfolio’s fundamental policies to simplify, modernize and make consistent with those of other investment companies advisednationally recognized statistical rating organization or, if unrated, considered by the Adviser to be of equivalent quality. In the case of a security that is rated differently by rating agencies, the security will be treated as rated in the highest rating category.
The corporate securities in which the Fund will invest may include fixed-income securities issued by corporations located in or its affiliates,outside of the Fund’s policiesUnited States, certificates of deposit and bankers' acceptances issued or guaranteed by, or time deposits maintained at, banks, commercial paper and convertibles securities.
The Fund's mortgage securities may include agency mortgage-backed securities that are guaranteed by the Federal National Mortgage Association (Fannie Mae) or the Federal Home Loan Mortgage Corporation (Freddie Mac), each a government-sponsored enterprise, or the Government National Mortgage Association (Ginnie Mae), non-agency residential mortgage-backed securities, commercial mortgage-backed securities and various other asset-backed securities.
The Fund may invest in securities of foreign issuers, including issuers located in emerging market or developing countries. The Fund may make global, regional and sector allocations to foreign and emerging markets. The securities in which the Fund may invest may be denominated in U.S. dollars or in currencies other than U.S. dollars. The Fund may also invest in restricted and illiquid securities.
The Fund may, but it is not required to, use derivative 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 related instruments and techniques. The Fund may utilize foreign currency forward exchange contracts, which are also derivatives, in connection with its investments in foreign securities. Derivative instruments used by the Fund will be counted towards the Fund's exposure to the types of securities listed above to the extent they have economic characteristics similar to such securities.
The Adviser employs a value approach toward fixed-income investing. The Adviser relies upon value measures to guide its decisions regarding sector, security and country selection, such as the relative attractiveness of the extra
yield offered by securities other than those issued by the U.S. Treasury. The Adviser also measures various types of risk by monitoring interest rates, inflation, the shape of the yield curve, credit risk, prepayment risk, country risk and currency valuations.
The Adviser may sell securities or exit positions when it believes that expected risk-adjusted return is low compared to other investment opportunities.
The Adviser believes that environmental, social and governance ("ESG") factors have the ability to impact the fundamental undercredit risk of an entity and, in turn, the Investment Company Act.bond's price. The Fund's investment process incorporates information about ESG issues via an integrated approach within the Adviser's fundamental investment analysis framework. The Adviser may engage with management of certain issuers regarding corporate governance practices as well as what the Adviser deems to be materially important environmental and/or social issues facing a company.
Proposal 2 seeksFor corporate bonds, the Adviser has a proprietary ESG-scoring methodology that explicitly considers the risks and opportunities ESG factors pose to corporate bonds. By combining third-party ESG data with proprietary sector views, it allows the Adviser to create a unique but scalable approach that works across issuers in the credit space.
From a sovereign perspective, ESG issues are considered within the framework of the Adviser's fundamental country analysis and contribute to the Adviser's view of a country.
Within securitized products, the Adviser's consideration of ESG issues varies by underlying sector. For residential mortgage-backed securities and asset-backed securities, the Adviser primarily focuses on the loan originators' and servicers' best practices. For commercial mortgage-backed securities, the focus is on the underlying commercial properties with particular emphasis on properties with potential environmental issues.
The Fund will not invest in the following:
• Corporations that generate revenue from the manufacturing or production of tobacco;
• Corporations that generate revenue from manufacturing or production of landmines or cluster munitions;
• Corporations that generate revenue from manufacturing or production of firearms;
• Corporations that generate revenue from the mining of thermal coal or coal fired power generation; or
• Corporations that primarily generate revenue from the fossil fuel industries, which the Adviser has determined produce a certain level of carbon emissions.
The Fund may invest in green bonds (a debt security that is typically issued to raise capital specifically to support climate-related or environmental projects) issued by companies that would otherwise be subject to fossil fuel exclusions so long as the Adviser has determined that the proceeds will not be used to finance fossil fuel generation capabilities.
In analyzing whether an issuer meets any of the criteria described above, the Adviser may rely upon, among other things, information provided by an independent third party.
Other Changes. In addition, subject to Shareholder approval of changes that are intended to accomplish the foregoing goals. Not all Proposals apply to all the Portfolios. The proposed changes to the fundamental policies are discussed in detail below. Fund's investment objective and effective on or about October 1, 2019: (i) the Fund's benchmark will change from the ICE BofAML 3-Month U.S. Treasury Bill Index to the Bloomberg Barclays U.S. Aggregate Index, (ii) the Fund will be managed by Jim Caron, Joseph Mehlman and Gregory Finck and the sub-advisory agreement with Morgan Stanley Investment Management Limited will terminate, (iii) the Fund's contractual advisory fee will be reduced from 0.40% of average daily net assets to 0.32% of average daily net assets and (iv) the Fund's total expense ratio caps will be reduced from 1.00%, 1.35%, 2.10% and 0.95% to 0.60%, 0.95%, 1.70% and 0.57% with respect to Class I, Class A, Class C and Class IS, respectively.
For the foregoing reasons, the Board recommends that you vote "FOR" the Proposal to change the Fund's investment objective.
PROPOSAL NO. 2
TO RECLASSIFY THE FUND'S INVESTMENT OBJECTIVE AS A NON-FUNDAMENTAL POLICY OF THE FUND
The table following this discussion will assist you in determining which Proposals applyInvestment Company Act requires a registered investment company to your Portfolio(s) and whichhave certain specific investment policy or restriction changes are proposed for each Company. By reducing to a minimum those policies that can be changed only bywith shareholder approval. Investment companies may also elect to designate other policies that may be changed only with a shareholder vote. Both types of policies are often referred to as "fundamental" policies. In this case, the Fund's investment objective has been designated a fundamental policy and any change to the investment objective requires Shareholder vote, eachapproval.
In addition, the Fund's investment objective is not required under the Investment Company shouldAct to be among the Fund's fundamental policies. The Board believes that it would be beneficial to the Fund if Shareholders approved reclassifying the Fund's investment objective as a non-fundamental policy of the Fund, which would be able to be changed solely by the Board upon notice duly provided to existing and prospective investors. Changing the Fund's investment objective to a non-fundamental policy would enable the Fund to avoid the costs and delay associated with a future Shareholder meeting, and would permit the Boards believe that the Adviser’s abilityFund, if advisable and subject to manage each Company’s portfolio inBoard approval, to respond quickly to a changing regulatory or investment environment will be enhanced.
environment. For the reasons described above, the Board is asking Shareholders should note that certain of the proposed fundamental policies are stated in terms of ‘‘to the extent permitted by the Investment Company Act or the rules and regulations thereunder.’’ Applicable law can change over time and may become more or less restrictive as a result. The fundamental policies have been drafted in this manner so thatapprove a change in law would not require the Companies to seek a ShareholderFund's investment objective as described in Proposal No. 1.
For the foregoing reasons, the Board recommends that you vote to amend the policy to conform to applicable law, as revised. Although"FOR" the Proposal givesto reclassify the Portfolios greater flexibility to respond to futureFund's investment opportunities, the Adviser does not anticipate that the changes, individually or in the aggregate, will result at this time in a material change in the level of investment risk associated with an investment in a Portfolio, nor does the Adviser anticipate that the proposed changes in the fundamental investment restrictions will, individually or in the aggregate, change materially the manner in which the Portfolios are managed and operated.
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Proposal 2.A. — Modify Fundamental Policy Regarding Diversification
Applicable Portfolios: See the Chart on Pages 16 and 17
Proposed New Fundamental Investment Policy: If the proposed modification is approved by Shareholders, the Portfolios’ fundamental policy would read:
‘‘The Portfolio may not invest in a manner inconsistent with its classificationobjective as a ‘‘diversified company’’ as provided by (i) the Investment Company Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Investment Company Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Portfolio from the provisionsnon-fundamental policy of the Investment Company Act, as amended from time to time.’’
Discussion of Proposed Modification:
Section 8(b) of the Investment Company Act requires an investment company to state whether it is ‘‘diversified’’ as that term is defined in the Investment Company Act. Consequently, the proposed modification is consistent with the Investment Company Act, which only requires that a fund state whether it is diversified. The Investment Company Act requires that funds classify themselves as either diversified or non-diversified. The difference is that diversified funds are subject to stricter percentage limits on the amount of assets that can be invested in any one company. Specifically, a diversified fund may not, with respect to 75% of its total assets: (1) invest more than 5% of its total assets in the securities of one issuer, or (2) hold more than 10% of the outstanding voting securities of such issuer.
No change is being proposed to a Portfolio’s designation as diversified. Instead, the proposed change would modify a Portfolio’s fundamental investment policies regarding its sub-classification under the Investment Company Act to rely on the definitions of the term ‘‘diversified’’ in the Investment Company Act rather than stating the relevant percentage limitations expressed under current law. As a result, without the Boards or Shareholders taking further action, the modified investment policy would automatically apply the requirements of ‘‘diversification’’ under the Investment Company Act to a Portfolio as those requirements may be amended from time to time.
It should be noted that the modification of this fundamental policy will not affect each Fund's intention to continue to comply with the diversification and other requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the ‘‘Code’’), in order to continue to qualify for the special tax treatment afforded to ‘‘regulated investment companies.’’
Proposal 2.B. — Modify Fundamental Policy Regarding Borrowing Money
Applicable Portfolios: All Portfolios except the Money Market and Municipal Money Market Portfolios of MSIF, Inc.Fund.
Proposed New Fundamental Investment Policy: If the proposed modification is approved by Shareholders, the Portfolios’ fundamental policy regarding borrowing would read:
‘‘The Portfolio may not borrow money, except the Portfolio may borrow money to the extent permitted by (i) the Investment Company Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Investment Company Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Company from the provisions of the Investment Company Act, as amended from time to time.’’
Discussion of Proposed Modification:
Each Company is required to have a fundamental policy with respect to borrowing. Each Portfolio (except as described below) is presently prohibited from borrowing, except as borrowings may be necessary for temporary or emergency purposes (such as meeting redemption requests that might otherwise require the untimely disposition of securities) and, in the case of each Portfolio of MSIF Trust, in connection with reverse repurchase agreements. These Portfolios have limited their permissible borrowings (i.e., for temporary or emergency purposes) to amounts not in excess of 33 1/3% of their total assets (including the amount borrowed) less liabilities (other than borrowings). The Emerging Markets Debt Portfolio of MSIF, Inc. may borrow from banks and other entities in an amount not in excess of 33 1/3% of its total assets (including the amount borrowed) less liabilities in accordance with its investment objectives and policies. In addition, each Portfolio of MSIF, Inc. (except the Emerging Markets Debt Portfolio) has adopted a non-fundamental investment policy to limit borrowing for extraordinary or emergency purposes to amounts up to 10% of the Portfolio's total assets. The language of these policies, however, varies widely among the various Morgan Stanley funds. It is therefore proposed that this language be simplified and standardized.
The proposed fundamental policy for borrowing would permit the Portfolios to borrow up to the full extent permitted under the Investment Company Act. There is no current intention, however, that any of the Portfolios would increase their borrowing capacity.
If a Portfolio borrows and uses the proceeds to make additional investments, the income and appreciation from such investments will improve its performance if they exceed the associated borrowing costs but such investments will impair its performance if the income and appreciation therefrom are less than such borrowing costs. This factor is known as leverage. The use of leverage is considered speculative and its use could increase the volatility of a Portfolio’s assets.
Proposal 2.C. — Modify Fundamental Policy Regarding Loans
Applicable Portfolios: All Portfolios except the Money Market and Municipal Money Market Portfolios of MSIF, Inc.
Proposed New Fundamental Investment Policy: If the proposed modification is approved by Shareholders, the Portfolios’ fundamental policy regarding loans would read:
‘‘The Portfolio may not make loans of money or property to any person, except (a) to the extent that securities or interests in which the Portfolio may invest are considered to be loans, (b) through the loan of portfolio securities, (c) by engaging in repurchase agreements or (d) as may otherwise be permitted by (i) the Investment Company Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Investment Company Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Fund from the provision of the Investment Company Act, as amended from time to time.’’
Discussion of Proposed Modification:
The proposed change is intended to clarify a Portfolio’s ability to engage in securities lending to the extent permitted by the Investment Company Act and the then-current SEC policy. The Investment Company Act currently limits loans of a Portfolio’s securities to one-third of the Portfolio’s assets, including any collateral received from the loan, provided that loans are 100% collateralized by cash or cash equivalents. In the future, should the rules and regulations governing loans by mutual funds change, the proposed restriction would automatically conform to those new requirements without the need to solicit Shareholder votes.
The current restrictions of the Portfolios are consistent with the current limitation and the proposed amendment would not affect the Portfolios’ investment strategies. If this Proposal is approved by Shareholders, the Portfolios would be permitted to make loans to the maximum extent permitted by the Investment Company Act. Securities lending may be utilized in seeking to generate additional income for a Portfolio. In lending securities, the Portfolio will be subject to risk, which like those associated with other extensions of credit, include possible loss of rights in the collateral should the borrower fail financially.
Proposal 2.D. — Modify Fundamental Policy RegardingInvestment in Commodities, Commodity Contracts and Futures Contracts
Applicable Portfolios: All Portfolios except the Money Market and Municipal Money Market Portfolios of MSIF, Inc.
Proposed New Fundamental Investment Policy: If the proposed modification is approved by Shareholders, the Portfolios’ fundamental policy would read:
‘‘The Portfolio may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments; provided that this restriction shall not prohibit the Portfolio from purchasing or selling options, futures contracts and related options thereon, forward contracts, swaps, caps, floors, collars and any other financial instruments or from investing in securities or other instruments backed by physical commodities or as otherwise permitted by (i) the Investment Company Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Investment Company Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Portfolio from the provisions of the Investment Company Act, as amended from time to time.’’
Discussion of Proposed Modification:
The proposed changes to a Portfolio’s policy are intended to make it clear that the Portfolios may use futures contracts, options on futures contracts and other derivatives. These instruments are generally accepted under modern portfolio management and are regularly used by many mutual funds and other institutional investors.
Derivatives involve the risk that interest rates, securities prices and currency markets will not move in the direction that the Portfolio’s portfolio manager anticipates and the risk of imperfect correlation between the price of derivative instruments and movements in the direct investments for which derivatives are a substitute. Other risks include the possible absence of a liquid secondary market for any particular instrument and possible exchange-imposed price fluctuation limits, either of which may make it difficult or impossible to close out a position when desired, the risk that adverse price movements in an instrument can result in a loss substantially greater than the Company’s initial investment in that instrument (in some cases, the potential loss is unlimited), and the risk that the counterparty will not perform its obligations.
Proposal 2.E. — Modify Fundamental Policy Regarding Issuance of Senior Securities
Applicable Portfolios: All Portfolios except the Money Market and Municipal Money Market Portfolios of MSIF, Inc.
Proposed New Fundamental Investment Policy: If the proposed modification is approved by Shareholders, the Portfolio’s fundamental policy would read:
‘‘The Portfolio may not issue senior securities, except the Portfolio may issue senior securities to the extent permitted by (i) the Investment Company Act, as amended from time to time, (ii) the rules and regulations promulgated by the SEC under the Investment Company Act, as amended from time to time, or (iii) an exemption or other relief applicable to the Portfolio from the provisions of the Investment Company Act, as amended from time to time.’’
Discussion of Proposed Modification:
Although the definition of a ‘‘senior security’’ involves complex statutory and regulatory concepts, a senior security is generally thought of as an obligation of a fund which has a claim to the fund’s assets or
earnings that takes precedence over the claims of the fund’s shareholders. The Investment Company Act generally prohibits mutual funds from issuing senior securities; however mutual funds are permitted to engage in certain types of transactions that might be considered ‘‘senior securities’’ as long as certain conditions are satisfied. For example, a transaction which obligates a fund to pay money at a future date (e.g., the purchase of securities to be settled on a date that is further away than the normal settlement period) may be considered a ‘‘senior security.’’ A mutual fund is permitted to enter into this type of transaction if it maintains a segregated account containing liquid securities in value equal to its obligation to pay cash for the securities at a future date. The Portfolios utilize transactions that may be considered to give rise to ‘‘senior securities’’ only in accordance with applicable regulatory requirements under the Investment Company Act.
The primary purpose of the Proposal is to revise the Portfolios’ fundamental limitation with respect to senior securities to conform to a limitation that is expected to become the standard for all Morgan Stanley Funds.* If the Proposal is approved, the new fundamental senior securities limitation cannot be changed without a vote of a Portfolio’s shareholders.
Adoption of the proposed limitation on senior securities is not expected to affect the way in which a Portfolio is managed, the investment performance of any Portfolio, or the securities or instruments in which a Portfolio invests. The proposed limitation would recognize that Portfolios may issue such securities only to the extent permitted under the Investment Company Act. To the extent a Portfolio becomes involved in such securities trading practices, its Board will carefully review the Portfolio’s prospectus and/or statement of additional information disclosure of its participation and the risks of loss to the Portfolio and its shareholders which may result from such trading practices. The Board will further determine whether such trading practices are consistent with the Portfolio’s investment policies.
REQUIRED VOTE FOR PROPOSAL 2
Approval of each investment policy Proposal requires the approval of the holders of a ‘‘majority"majority of the outstanding voting securities’’securities" of a Portfoliothe Fund which, under the Investment Company Act, means the affirmative vote of the lesser of (a) 67% or more of the voting securities present at the Meeting or represented by proxy if the holders of more than 50% of the outstanding voting securities of the PortfolioFund are present or represented by proxy or (b) more than 50% of the outstanding voting securities of the Portfolio.Fund. The Board has considered various factors and believes that approval of these investment policy changes areeach Proposal is in the best interest of the Portfoliosinterests of the Fund and its Shareholders. If these investment Proposals areProposal No. 1 is not approved by any Portfolio, that Portfolio’sShareholders, the Fund's current fundamental investment policiesobjective will remain in effect.
The Board, including a majority of the independent board members, recommends that the Shareholders vote ‘‘For’’ the modification of the Portfolios' fundamental policies as described above.
SECURITY OWNERSHIP OF TRUSTEE/DIRECTORS, OFFICERS AND
CERTAIN BENEFICIAL OWNERS
As of May 11, 2006,July 15, 2019, the aggregate numberTrustees and officers of shares of each Company owned by the Company’s officers and Trustees/DirectorsTrust, as a group, wasowned less than 1% of any Class of the outstanding shares of each Companybeneficial interest of the Fund.
As of July 15, 2019, the following persons or any series thereof. For information regarding persons whoentities owned, of record or beneficially, more than 5% of each Company’sthe shares of any Class of the Fund's outstanding shares as of May 11, 2006, please see Exhibit A. Except as set forth in Exhibit A, to the knowledge of each Company, as of May 11, 2006, no person was the beneficial owner of more than 5% of a Portfolio’s shares, as of that date.interest:
| Morgan Stanley Investment Management 750 Seventh Ave., Fl. 12 New York, NY 10019-6835 | 100.00 | % | ||||||||
| | National Financial Services LLC 499 Washington Blvd. Jersey City, NJ 07310-1995 | 92.87 | % | |||||||
| |||||||||||
| | LPL Financial P.O. Box 509046 San Diego, CA 92150-9046 | 56.73 | % | |||||||
| Morgan Stanley Investment Management 750 Seventh Ave., Fl. 12 New York, NY 10019-6835 | 33.11 | % | |||||||||
AUDITOR FEES
Audit Fees
The aggregate fees billed by Ernst & Young LLP in connection with the annual audit of MSIF, Inc. and MSIF Trust’s financial statements for their fiscal years ended in 2005 and 2004 are set forth below:
| | | | | | | | | | | | |
| | 2005 | | | 2004 | |||||||
| MSIF, Inc. | | | | $ | 500,334 | | | | | $ | 461,270 | |
| MSIF Trust | | | | | 478,191 | | | | | | 455,420 | |
| ||||||||||||
Audit-Related Fees
There were no fees billed by Ernst & Young LLP related to the annual audit of MSIF, Inc. and MSIF Trust’s financial statements for their 2005 and 2004 fiscal years.
Tax Fees
The aggregate fees billed by Ernst & Young LLP in connection with tax compliance, tax advice and tax planning for MSIF, Inc. and MSIF Trust for their respective fiscal years ended in 2005 and 2004 are set forth below, which represent fees paid for the review of the Federal, state and local tax returns for each Company.
| | 1 Pershing Plaza Jersey City, NJ 07399-0002 | | | | % | | | | | | | ||||
| Class IS | | 750 Seventh Ave., Fl. 12 New York, NY 10019-6835 | | | ||||||||||||
% | | | | | | | | | ||||||||
| | | | | | | | | | |||||||
| ||||||||||||||||
All Other Fees
The aggregate fees billed by Ernst & Young LLP for other products and services not set forth above for each Company for its respective fiscal years ended in 2005 and 2004 are set forth below:
| | | | | | | | | | | | |
| | 2005 | | | 2004 | |||||||
| MSIF, Inc. | | | | $ | 27,587 | | | | | $ | 0 | |
| MSIF Trust | | | | | 20,980 | | | | | | 0 | |
| ||||||||||||
Audit Committee Pre-approval
Each Company’s Audit Committee’s policy is to review and pre-approve all auditing and non-auditing services to be provided to the Company by the Company’s independent auditors. The Audit Committee’s Audit and Non-Audit Pre-Approval Policy and Procedures requires each Company’s Audit Committee to either generally pre-approve certain services without consideration of specific case-by-case services, or requires the specific pre-approval of services by the Audit Committee or its delegate. Under the Policy, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee if it is to be provided by the independent auditors. Any services that are generally pre-approved may require specific pre-approval by the Audit Committee if the services exceed pre-approved cost levels or budgeted amounts. All of the audit, audit-related and the tax services described above for which Ernst & Young LLP billed each of the Company’s fees for their respective fiscal years ended in 2005 were pre-approved by the Audit Committee.
Aggregate Non-Audit Fees paid by the Adviser and Affiliated Entities
The aggregate fees billed for professional services rendered by Ernst & Young LLP for all other services provided to the Adviser and to any entities controlling, controlled by or under common control with the Adviser for the fiscal years ended in 2005 and 2004 amounted to $1,244,067 and $276,814, respectively. Such services for the 2005 and 2004 fiscal years included: (i) audit-related fees of $235,000 and $115,000, respectively, for the issuance of a report under Statement on Accounting Standards No. 70 titled ‘‘Reports on the Processing of Transactions by Service Organizations’’ and (ii) all other fees of $1,009,067 and $161,814, respectively, related to services such as performance attestation, operational control reviews and the provision of educational seminars.
The Audit Committee of each Company has considered whether the provision of non-audit services and the provision of services to affiliates of the Adviser is compatible with maintaining the independence of Ernst & Young LLP.
Representatives from Ernst & Young LLP are not expected to be present at the Meeting but are expected to be available by telephone. Ernst & Young LLP will have the opportunity to make a statement if they desire to do so and the representatives from Ernst & Young LLP, if available by telephone, will respond to appropriate questions.
OTHER MATTERSADDITIONAL INFORMATION
No business other than as set forth herein is expected to come before anythe Meeting, but should any other matter requiring a vote of Shareholders arise, including any question as to an adjournment of the Meeting, for a Portfolio, the persons named in the enclosed Proxy Card(s)Card will vote thereon according to their best judgment in the interests of the Portfolio.Fund. In the event that the necessary quorum to transact business or the vote required to approve or reject a Proposal for the Fund is not obtained at the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of the holders of a majority of the Fund's Shares present in person or by proxy at the Meeting. In the event a quorum is present at the Meeting but sufficient votes to approve a Proposal is not received, Proxies would be voted in favor of one or more adjournments of the Meeting with respect to the Proposal to permit further solicitation of Proxies, provided the persons named as proxies determine that such an adjournment and additional solicitation is reasonable and in the interests of Shareholders. Pursuant to the Trust's bylaws, the chairman of the Meeting or an officer of the Trust has the power to adjourn the Meeting from time to time.
SHAREHOLDER PROPOSALS
The Companies doTrust is not hold regular annual meetings of Shareholders. As a general matter, the Companies dorequired and does not intend to hold future regular annual or specialshareholder meetings of their Shareholders unless shareholder action is required byin accordance with the Investment Company Act. Any ShareholderShareholders who wisheswould like to submit proposals for consideration at a meetingfuture shareholder meetings of Shareholders of a Companythe Trust should send such proposalwritten proposals to that Company, c/o Morgan Stanley Investment Management Inc., 1221Mary E. Mullin, Secretary, 522 Fifth Avenue, of the Americas, New York, New York 10020.NY 10036. To be considered for presentation at a Shareholdershareholders' meeting, rules promulgated by the Securities and Exchange Commission require that, among other things, a Shareholder’sshareholder's proposal must be received at the offices of the Companyapplicable fund within a reasonable time before a solicitation is made. Timely submission of a proposal does not necessarily mean that such proposal will be included.included in the proxy materials for a meeting.
|
Mary E. Mullin
Secretary
Dated: June 14, 2006July 18, 2019
Shareholders of a Portfoliothe Fund who do not expect to be present at the Meeting for that Portfolio and who wish to have their sharesShares voted are requested to datevote their Shares over the Internet, by telephone or by dating and signsigning the enclosed Proxy Card for the Portfolio and returnreturning it in the enclosed envelope. No postage is required if mailed in the United States.
Exhibit A
INFORMATION PERTAINING TO THE COMPANIES
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the knowledge of the management of each Company, as of May 11, 2006, the following persons were beneficial owners of 5% or more of the outstanding shares of the following portfolios.
MORGAN STANLEY INSTITUTIONAL FUND, INC.
| | | | | | | | | |
| PORTFOLIO | | | NAME AND ADDRESS | | | NUMBER OF SHARES | | | % OF CLASS |
| ACTIVE INTERNATIONAL ALLOCATION (CLASS A) | | | MORGAN STANLEY DW INC. 2000 WESTCHESTER AVE LD PURCHASE, NY 10577 | | | 45,446,775.067 | | | 70.98% |
| WALLACE GLOBAL FUND 1990 M ST, STE 250 WASHINGTON, DC 20036 | | | 4,828,013.109 | | | 7.54% | ||
| ACTIVE INTERNATIONAL ALLOCATION (CLASS B) | | | FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO. FIIOC 100 MAGELLAN WAY KW1C COVINGTON, KY 41015 | | | 122,152.189 | | | 55.57% |
| | MORGAN STANLEY & CO. INC 1585 BROADWAY NEW YORK, NY 10036 | | | 19,349.845 | | | 8.80% | |
| | IMS & CO. PO BOX 3865 ENGLEWOOD, CO 80155 | | | 19,275.948 | | | 8.77% | |
| | MORGAN STANLEY & CO. INC. 1585 BROADWAY NEW YORK, NY 10036 | | | 18,044.015 | | | 8.21% | |
| | MORGAN STANLEY & CO. INC. 1585 BROADWAY NEW YORK, NY 10036 | | | 17,447.117 | | | 7.94% | |
| EMERGING MARKETS PORTFOLIO (CLASS A) | | | THE BANK OF NEW YORK AS TRUSTEE FOR NEW YORK STATE DEFERRED ONE WALL STREET 12TH FLOOR NEW YORK, NY 10286 | | | 7,895,842.924 | | | 11.29% |
| | MAC & CO. PO BOX 3198 PITTSBURGH, PA 15230 | | | 7,783,595.203 | | | 11.13% | |
| | MAC & CO. PO BOX 3198 PITTSBURGH, PA 15230 | | | 6,983,798.286 | | | 9.99% | |
|
| | | | | | | | | |
| PORTFOLIO | | | NAME AND ADDRESS | | | NUMBER OF SHARES | | | % OF CLASS |
| | FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO. FIIOC 100 MAGELLAN WAY KW1C COVINGTON, KY 41015 | | | 6,102,696.564 | | | 8.73% | |
| | THE VANGUARD FIDUCIARY TRUST CO. PO BOX 2600 VALLEY FORGE, PA 19482 | | | 3,873,833.269 | | | 5.54% | |
| | NORTHERN TRUST CO. PO BOX 92994 CHICAGO, IL 60675-2994 | | | 3,846,211.635 | | | 5.50% | |
| EMERGING MARKETS PORTFOLIO (CLASS B) | | | FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO. FIIOC 100 MAGELLAN WAY KW1C COVINGTON, KY 41015 | | | 5,869,004.566 | | | 95.60% |
| EMERGING MARKETS DEBT PORTFOLIO (CLASS A) | | | MAC & CO. PO BOX 3198 PITTSBURGH, PA 15230-3198 | | | 3,572,194.578 | | | 44.98% |
| SBLI USA MUTUAL LIFE INSURANCE 460 WEST 34TH STREET SUITE 800 NEW YORK, NY 10001 | | | 3,505,382.935 | | | 44.14% | ||
| | IOWA MUNICIPAL FIRE AND POLICE 2836 104 STREET DES MOINES, IA 50322 | | | 404,483.820 | | | 5.09% | |
| EMERGING MARKETS DEBT PORTFOLIO (CLASS B) | | | BRENTON D. ANDERSON P.O. BOX 663 NORWICH, VT 05055 | | | 22,546.347 | | | 43.53% |
| MORGAN STANLEY & CO. INC. 1585 BROADWAY NEW YORK, NY 10036 | | | 17,519.444 | | | 33.83% | ||
| | BROWN BROTHERS HARRIMAN & CO 525 WASHINGTON BLVD JERSEY CITY, NJ 07310 | | | 8,831.954 | | | 17.05% | |
| | NAN B LEVY 18 MAYFAIR LN GREENWICH, CT 06831 | | | 2,890.026 | | | 5.58% | |
| FOCUS EQUITY PORTFOLIO (CLASS A) | | | MAC & CO. PO BOX 3198 PITTSBURGH, PA 15230-3198 | | | 2,907,991.570 | | | 76.41% |
|
| | | | | | | | | |
| PORTFOLIO | | | NAME AND ADDRESS | | | NUMBER OF SHARES | | | % OF CLASS |
| FOCUS EQUITY PORTFOLIO (CLASS B) | | | THE VANGUARD FIDUCIARY TRUST CO. PO BOX 2600 VM 613 OUTSIDE FUNDS VALLEY FORGE, PA 19482 | | | 716,712.647 | | | 74.08% |
| GLOBAL FRANCHISE PORTFOLIO (CLASS A) | | | L-3 COMMUNICATIONS CANADA ATTN ELSPETH GAUKRODGER 105 COMMERCE VALLEY DRIVE W SUITE 410 MARKHAM, ONTARIO CANADA, 231 L3T7W3 | | | 2,493,884.512 | | | 31.42% |
| | MORGAN STANLEY & CO. 1585 BROADWAY NEW YORK, NY 10036 | | | 978,683.877 | | | 12.33% | |
| | NORTHERN TRUST COMPANY CUSTODIAN PO BOX 92956 ATTN MUTUAL FUNDS CHICAGO, IL 60675 | | | 772,960.573 | | | 9.74% | |
| | THE KOLBERG FOUNDATION INC. 111 RADIO CIRCLE MOUNT KISCO, NY 10549 | | | 685,120.836 | | | 8.63% | |
| | BIRELEY'S ORANGE JAPAN SA PO BOX 1134 PANAMA, REPUBLIC OF PANAMA | | | 498,155.454 | | | 6.28% | |
| GLOBAL FRANCHISE PORTFOLIO (CLASS B) | | | MORGAN STANLEY & CO. 1585 BROADWAY NEW YORK, NY 10036 | | | 27,602.036 | | | 10.37% |
| | MORGAN STANLEY & CO. 1585 BROADWAY NEW YORK, NY 10036 | | | 27,418.842 | | | 10.30% | |
| | MORGAN STANLEY & CO. 1585 BROADWAY NEW YORK, NY 10036 | | | 25,386.337 | | | 9.54% | |
| | MORGAN STANLEY & CO. 1585 BROADWAY NEW YORK, NY 10036 | | | 17,294.683 | | | 6.50% | |
| | MORGAN STANLEY & CO. 1585 BROADWAY NEW YORK, NY 10036 | | | 16,188.917 | | | 6.08% | |
| | MORGAN STANLEY & CO. 1585 BROADWAY NEW YORK, NY 10036 | | | 14,483.939 | | | 5.44% | |
| | MORGAN STANLEY & CO. 1585 BROADWAY NEW YORK, NY 10036 | | | 13,982.693 | | | 5.25% | |
|
| | | | | | | | | |
| PORTFOLIO | | | NAME AND ADDRESS | | | NUMBER OF SHARES | | | % OF CLASS |
| GLOBAL VALUE EQUITY PORTFOLIO (CLASS A) | | | FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO. FIIOC 100 MAGELLAN WAY KW1C BENEFIT PLAN COVINGTON, KY 41015 | | | 2,565,684.715 | | | 55.57% |
| | JUPITER & CO. C/O INVESTORS BANK & TRUST PO BOX 9130 FPG90 BOSTON, MA 02117 | | | 687,996.461 | | | 14.90% | |
| | AIG LIFE OF BERMUDA, LTD. SEGREGATED ACCOUNT BERMUDA ALTA ADVISORS INVESTMENT SUBACCOUNT PO BOX HM152 AMERICAN INTERNATIONAL BUILDING HAMILTON, BERMUDA | | | 280,646.788 | | | 6.08% | |
| GLOBAL VALUE EQUITY PORTFOLIO (CLASS B) | | | FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO. FIIOC 100 MAGELLAN WAY KW1C COVINGTON, KY 41015 | | | 997,690.515 | | | 80.48% |
| | THE VANGUARD FIDUCIARY TRUST CO. MSDW CLASS B FUNDS PO BOX 2600 VM 613 VALLEY FORGE, PA 19482 | | | 184,570.981 | | | 14.89% | |
| INTERNATIONAL EQUITY PORTFOLIO (CLASS A) | | | CHARLES SCHWAB & CO. INC. 101 MONTGOMERY STREET ATTN MUTUAL FUNDS SAN FRANCISCO, CA 94104 | | | 22,363,805.560 | | | 7.81% |
| INTERNATIONAL EQUITY PORTFOLIO (CLASS B) | | | NATIONAL FINANCIAL SERVICES 200 LIBERTY STREET NEW YORK, NY 10281 | | | 23,568,498.250 | | | 40.25% |
| | FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO. FIIOC 100 MAGELLAN WAY KW1C COVINGTON, KY 41015 | | | 15,399,170.814 | | | 26.30% | |
| | T ROWE PRICE TRUST CO. FBO: RETIREMENT PLAN CLIENTS PO BOX 17215 BALTIMORE, MD 21297 | | | 6,728,291.642 | | | 11.49% | |
|
| | | | | | | | | |
| PORTFOLIO | | | NAME AND ADDRESS | | | NUMBER OF SHARES | | | % OF CLASS |
| INTERNATIONAL GROWTH EQUITY PORTFOLIO (CLASS A) | | | MORGAN STANLEY INVESTMENT MANAGEMENT CONTROLLERS 19TH FLOOR 195 BROADWAY NEW YORK, NY 10007 | | | 490,000.000 | | | 100.00% |
| INTERNATIONAL GROWTH EQUITY PORTFOLIO (CLASS B) | | | MORGAN STANLEY & CO. INC. 1585 BROADWAY NEW YORK, NY 10036 | | | 37,950.664 | | | 79.15% |
| MORGAN STANLEY INVESTMENT MANAGEMENT CONTROLLERS 19TH FLOOR 195 BROADWAY NEW YORK, NY 10007 | | | 10,000.000 | | | 20.85% | ||
| INTERNATIONAL MAGNUM PORTFOLIO (CLASS A) | | | MORGAN STANLEY DW INC. 2000 WESTCHESTER AVE PURCHASE, NY 10577 | | | 5,766,260.710 | | | 77.57% |
| THRIVENT FINANCIAL FOR LUTHERANS ATTN PAUL MCCULLOUGH 625 4TH AVENUE SOUTH MINNEAPOLIS, MN 55415 | | | 1,401,687.280 | | | 18.86% | ||
| INTERNATIONAL MAGNUM PORTFOLIO (CLASS B) | | | FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO. FIIOC 100 MAGELLAN WAY KW1C BENEFIT PLANS COVINGTON, KY 41015 | | | 125,185.659 | | | 76.54% |
| | NORWEST BANK COLORADO CUSTODIAN BAYONNE HOSPITAL 403B TAX SHELTERED PLAN C/O GREAT WEST 8515 EAST ORCHARD ROAD ENGLEWOOD, CO 80111 | | | 21,222.728 | | | 12.98% | |
| | MORGAN STANLEY & CO. INC. 1585 BROADWAY NEW YORK, NY 10036 | | | 12,225.175 | | | 7.47% | |
| INTERNATIONAL REAL ESTATE PORTFOLIO (CLASS A) | | | CHARLES SCHWAB & CO., INC. ATTN MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO, CA 94104 | | | 4,045,720.744 | | | 27.65% |
| | PATTERSON & CO. 1525 W WT HARRIS BLVD CHARLOTTE, NC 28288-1151 | | | 1,797,674.360 | | | 12.28% | |
|
| | | | | | | | | |
| PORTFOLIO | | | NAME AND ADDRESS | | | NUMBER OF SHARES | | | % OF CLASS |
| | NATIONAL FINANCIAL SERVICES 200 LIBERTY STREET NEW YORK, NY 10281 | | | 1,536,199.263 | | | 10.50% | |
| | THE ANNIE E CASEY FOUNDATION INC., 701 ST PAUL STREET BALTIMORE, MD 21202 | | | 1,493,677.817 | | | 10.21% | |
| | JP MORGAN CHASE BANK TRUSTEE FOR THE ALCON DEFINED CONTRIBUTION 3 CHASE METROTECH CENTER 5TH FLOOR ATTN STEVE RYAN BROOKLYN, NY 11245 | | | 917,864.959 | | | 6.27% | |
| | NATIONAL INVESTOR SERVICES 55 WATER STREET 32ND FLOOR NEW YORK, NY 10041 | | | 837,762.416 | | | 5.72% | |
| INTERNATIONAL REAL ESTATE PORTFOLIO (CLASS B) | | | NATIONAL FINANCIAL SERVICES 200 LIBERTY STREET NEW YORK, NY 10281 | | | 741,264.739 | | | 91.24% |
| INTERNATIONAL SMALL CAP PORTFOLIO (CLASS A) | | | CHARLES SCHWAB & CO. INC. 101 MONTGOMERY STREET ATTN MUTUAL FUNDS SAN FRANCISCO, CA 94104 | | | 9,413,748.662 | | | 16.69% |
| | MORGAN STANLEY DW INC. 2000 WESTCHESTER AVE PURCHASE, NY 10577 | | | 7,157,177.407 | | | 12.69% | |
| | NATIONAL FINANCIAL SERVICES 200 LIBERTY STREET NEW YORK, NY 10281 | | | 5,632,605.369 | | | 9.99% | |
| LARGE CAP RELATIVE VALUE PORTFOLIO (CLASS A) | | | FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO. FIIOC 100 MAGELLAN WAY KW1C COVINGTON, KY 41015 | | | 7,264,061.815 | | | 43.91% |
| | MORGAN STANLEY ASSET MGMT FOR THE ACCOUNT OF HUBBELL INC. 1221 AVENUE OF AMERICAS ATTN JOHN LAM 22ND FLOOR NEW YORK, NY 10020 | | | 2,222,939.617 | | | 13.44% | |
|
| | | | | | | | | |
| PORTFOLIO | | | NAME AND ADDRESS | | | NUMBER OF SHARES | | | % OF CLASS |
| | MORGAN STANLEY DW INC. 2000 WESTCHESTER AVE PURCHASE, NY 10577 | | | 1,354,738.069 | | | 8.19% | |
| | MORGAN STANLEY CO. 1585 BROADWAY NEW YORK, NY 10036 | | | 874,168.881 | | | 5.28% | |
| LARGE CAP RELATIVE VALUE PORTFOLIO (CLASS B) | | | FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO. FIIOC 100 MAGELLAN WAY KW1C COVINGTON, KY 41015 | | | 5,174,737.721 | | | 98.42% |
| SMALL COMPANY GROWTH PORTFOLIO (CLASS A) | | | FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO. FIIOC 100 MAGELLAN WAY KW1C COVINGTON, KY 41015 | | | 18,435,687.517 | | | 23.30% |
| | MORGAN STANLEY DW INC. 2000 WESTCHESTER AVE PURCHASE, NY 10577 | | | 9,588,871.172 | | | 12.12% | |
| | MERRILL LYNCH TRUST CO. FSB TRUSTEE QUALIFIED RETIREMENT PLANS PO BOX 1542 PENNINGTON, NJ 08534 | | | 5,379,286.355 | | | 6.80% | |
| | MG TRUST COMPANY TRUSTEE THE ASSET SHOW PRODUCTION SERVICES 401K SUITE 300 700 17TH STREET DENVER, CO 80202 | | | 4,679,485.593 | | | 5.91% | |
| | MAC & CO PO BOX 3198 PITTSBURGH, PA 15230 | | | 4,033,449.464 | | | 5.10% | |
| SMALL COMPANY GROWTH PORTFOLIO (CLASS B) | | | FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO. FIIOC 100 MAGELLAN WAY KW1C COVINGTON, KY 41015 | | | 41,624,381.980 | | | 58.92% |
| | T ROWE PRICE TRUST CO. FBO: RETIREMENT PLAN CLIENTS PO BOX 17215 BALTIMORE, MD 21297 | | | 4,552,888.059 | | | 6.44% | |
| US REAL ESTATE PORTFOLIO (CLASS A) | | | NATIONAL FINANCIAL SERVICES 200 LIBERTY STREET NEW YORK, NY 10281 | | | 11,733,096.979 | | | 21.66% |
|
| | | | | | | | | |
| PORTFOLIO | | | NAME AND ADDRESS | | | NUMBER OF SHARES | | | % OF CLASS |
| | MORGAN STANLEY DW INC. 2000 WESTCHESTER AVE PURCHASE, NY 10577 | | | 8,510,950.841 | | | 15.71% | |
| | CHARLES SCHWAB & CO. INC. 101 MONTGOMERY STREET ATTN MUTUAL FUNDS SAN FRANCISCO, CA 94104 | | | 5,486,943.899 | | | 10.13% | |
| | MAC & CO. PO BOX 3198 PITTSBURGH, PA 15230 | | | 4,010,319.684 | | | 7.40% | |
| | LINSCO/PRIVATE LEDGER CORP ATTN MUTUAL FUND OPERATIONS PO BOX 509046 SAN DIEGO, CA 92150-9046 | | | 3,419,810.074 | | | 6.31% | |
| US REAL ESTATE PORTFOLIO (CLASS B) | | | MERRILL LYNCH TRUST CO. FBO: QUALIFIED RETIREMENT PLANS PO BOX 1501 PENNINGTON, NJ 08534-0671 | | | 3,238,021.808 | | | 45.25% |
| | THE UNION CENTRAL LIFE INSURANCE CO. 1876 WAYCROSS ROAD CINCINNATI, OH 45240 | | | 2,253,393.154 | | | 31.49% | |
| | T ROWE PRICE TRUST CO. PO BOX 17215 BALTIMORE, MD 21297 | | | 487,376.610 | | | 6.81% | |
| US LARGE CAP GROWTH PORTFOLIO (CLASS A) | | | MORGAN STANLEY DW INC. 2000 WESTCHESTER AVE PURCHASE, NY 10577 | | | 32,276,595.445 | | | 66.90% |
| MAC & CO. PO BOX 3198 PITTSBURGH, PA 15230 | | | 9,246,989.547 | | | 19.16% | ||
| US LARGE CAP GROWTH PORTFOLIO (CLASS B) | | | FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO. FIIOC 100 MAGELLAN WAY KW1C COVINGTON, KY 41015 | | | 812,650,410 | | | 45.36% |
| | NATIONWIDE LIFE INSURANCE PO BOX 182029 C/O IPO PORTFOLIO ACCOUNTING COLUMBUS, OH 43218-2029 | | | 335,129.330 | | | 18.71% | |
| | NATIONAL FINANCIAL SERVICES 200 LIBERTY STREET NEW YORK, NY 10281 | | | 220,266.400 | | | 12.30% | |
|
MORGAN STANLEY INSTITUTIONAL FUND TRUST
| | | | | | | | | |
| PORTFOLIO | | | NAME AND ADDRESS | | | NUMBER OF SHARES | | | % OF CLASS |
| ADVISORY FOREIGN FIXED INCOME II (INSTITUTIONAL CLASS) | | | KAISER PERMANANTE RETIREMENT PLANS ATTN VIVIAN HEATH 1 KAISER PLAZA OLDSWAY BLDG OAKLAND CA 94612-3610 | | | 56,785.940 | | | 63.94% |
| | MONSANTO COMPANY DEFINED CONTRIBUTION OWNERSHIP TRUST ATTN PAM MOENCH 800 N LINDBERGH BLVD ST, LOUIS MO 63167 | | | 10,155.716 | | | 11.44% | |
| | CHASE MANHATTAN BANK AS CUSTODIAN FBO SMITHSONIAN INSTITUTION ATTN HAZEL DRINKARD 4 NEW YORK PLZ 4TH FLR NEW YORK, NY 10004 | | | 9,492.975 | | | 10.69% | |
| | THE JOHNS HOPKINS UNIVERSITY 3400 NORTH CHARLES ST BALTIMORE MD 21218 | | | 6,136.773 | | | 6.91% | |
| ADVISORY FOREIGN FIXED INCOME (INSTITUTIONAL CLASS) | | | MINNESOTA STATE BOARD OF INVESTMENTS ATTN JASON MATZ SUITE 105 MEA BUILDING 55 SHERBURNE AVE ST PAUL MN 55155 | | | 2,758,370.211 | | | 16.04% |
| | STATE STREET BANK AS TTEE FBO PACIFIC GAS & ELECTRIC ATTN ARTHUR BARNES 1776 HERITAGE DR NORTH QUINCY MA 02171 | | | 2,308,840.587 | | | 13.42% | |
| | FIRST ENERGY CORPORATION ATTN DON PERRINE 76 SOUTH MAIN ST AKRON OH 44308 | | | 1,317,538.382 | | | 7.66% | |
| | NORTHERN TRUST COMPANY FBO DUKE ENERGY CORP. PO BOX 92956 CHICAGO, IL 60675 | | | 975,693.513 | | | 5.67% | |
| ADVISORY MORTGAGE (INSTITUTIONAL CLASS) | | | PACIFIC GAS & ELECTRIC COMPANY ATTN CAROLYN MARGIOTTI MAIL CODE B24K SAN FRANCISCO CA 94177 | | | 44,731,579.740 | | | 13.14% |
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| PORTFOLIO | | | NAME AND ADDRESS | | | NUMBER OF SHARES | | | % OF CLASS |
| | FIRST ENERGY CORPORATION ATTN DON PERRINE 76 SOUTH MAIN ST AKRON OH 44308 | | | 24,346,964.230 | | | 7.15% | |
| | NORTHERN TRUST COMPANY FBO DUKE ENERGY CORP PO BOX 92956 CHICAGO, IL 60675 | | | 18,135,949.470 | | | 5.33% | |
| | DAIMLER CHRYSLER CORPORATION PENSION FUND 100 PLAZA ONE M/S 3048 JERSEY CITY, NJ 07311 | | | 17,384,230.930 | | | 5.11% | |
| BALANCED (INSTITUTIONAL CLASS) | | | JP MORGAN CHASE AS TRUSTEE FBO SOUTHWEST AIRLINES CO. PROFIT SHARING PLAN 9300 WARD PARKWAY KANSAS CITY MO 64114 | | | 11,881,506.500 | | | 59.81% |
| | JP MORGAN CHASE AS TRUSTEE FBO SOUTHWEST AIRLINES CO. 401K PLAN 9300 WARD PARKWAY KANSAS CITY, MO 64114 | | | 3,801,308.912 | | | 19.13% | |
| | UNION BANK OF CALIFORNIA N/A CORPORATE CO TRUSTEE SAN MATEO HOTEL 350 CALIFORNIA STREET 11TH FLOOR SAN FRANCISCO CA 94104 | | | 1,473,884.899 | | | 7.42% | |
| | MORGAN STANLEY DW INC. 2000 WESTCHESTER AVE LD PURCHASE, NY 10577 | | | 16,332,457.130 | | | 79.07% | |
| CORE FIXED INCOME (INSTITUTIONAL CLASS) | | | LOCKHEED MARTIN INVESTMENT MANAGEMENT COMPANY ATTENTION DAVID C TOTH 6705 ROCKLEDGE DR BETHESDA MD 20817 | | | 2,703,172.640 | | | 13.09% |
| CORE PLUS FIXED INCOME (INSTITUTIONAL CLASS) | | | MAC & CO MUTUAL FUND OPERATIONS PO BOX 3198 PITTSBURGH, PA 15230-3198 | | | 45,963,543.340 | | | 24.48% |
| | MORGAN STANLEY DW INC. 2000 WESTCHESTER AVE PURCHASE, NY 10577 | | | 39,624,171.650 | | | 21.11% | |
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| PORTFOLIO | | | NAME AND ADDRESS | | | NUMBER OF SHARES | | | % OF CLASS |
| | FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS C/O FIIOC AS AGENT 100 MAGELLAN WAY KWIC COVINGTON KY 41015 | | | 10,473,539.390 | | | 5.58% | |
| EQUITIES PLUS (ADVISER CLASS) | | | MORGAN STANLEY INVESTMENT MANAGEMENT ATTN KAREN ROMERO 195 BROADWAY NEW YORK, NY 10077 | | | 50,000.000 | | | 100% |
| EQUITIES PLUS (INSTITUTIONAL CLASS) | | | MORGAN STANLEY INVESTMENT MANAGEMENT ATTN KAREN ROMERO 195 BROADWAY NEW YORK, NY 10077 | | | 2,450,000.000 | | | 100% |
| HIGH YIELD (INSTITUTIONAL CLASS) | | | MORGAN STANLEY DW INC. 2000 WESTCHESTER AVE PURCHASE, NY 10577 | | | 26,861,022.040 | | | 61.81% |
| | MAC & CO PO BOX 3198 PITTSBURGH, PA 15230 | | | 7,248,014.029 | | | 16.68% | |
| INTERMEDIATE DURATION (INSTITUTIONAL CLASS) | | | NORTHERN CALIFORNIA BAKERY AND CONFECTIONER HEALTH AND WELFARE FUND 221 MAIN STREET 2ND FLOOR ATTN MERLIN YOUNG SAN FRANCISCO CA 94105 | | | 310,278.908 | | | 36.04% |
| INTERMEDIATE DURATION (INSTITUTIONAL CLASS) | | | MORGAN STANLEY & CO 1585 BROADWAY NEW YORK NY 10036 | | | 295,004.851 | | | 34.27% |
| SEI PRIVATE TRUST CO CO HARRIS BANK ID 940 ONE FREEDOM VALLEY DRIVE ATTN MUTUAL FUND ADMINISTRATOR OAKS PA 19456 | | | 122,027.589 | | | 14.18% | ||
| | MORGAN STANLEY DW INC. 2000 WESTCHESTER AVE PURCHASE, NY 10577 | | | 76,922.145 | | | 8.94% | |
| INTERNATIONAL FIXED INCOME (INSTITUTIONAL CLASS) | | | MORGAN STANLEY DW INC. 2000 WESTCHESTER AVE PURCHASE, NY 10577 | | | 8,395,065.262 | | | 59.62% |
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| PORTFOLIO | | | NAME AND ADDRESS | | | NUMBER OF SHARES | | | % OF CLASS |
| | CHARLES SCHWAB & CO INC ATTN MUTUAL FUNDS 101 MONTGOMERY ST ATTN MUTUAL FUNDS SAN FRANCISCO, CA 94104 | | | 2,164,350.345 | | | 15.37% | |
| | PFPC, INC 760 MOORE RD. ATTN STEVE CANTZ KING OF PRUSSIA PA 19406 | | | 771,748.901 | | | 5.48% | |
| INVESTMENT GRADE FIXED INCOME (INSTITUTIONAL CLASS) | | | MORGAN STANLEY DW INC. 2000 WESTCHESTER AVE PURCHASE, NY 10577 | | | 26,216,321.230 | | | 58.23% |
| MAC & CO PO BOX 3198 PITTSBURGH, PA 15230 | | | 9,729,695.690 | | | 21.61% | ||
| LIMITED DURATION (INSTITUTIONAL CLASS) | | | MORGAN STANLEY DW INC. 2000 WESTCHESTER AVE PURCHASE, NY 10577 | | | 109,416,652.000 | | | 93.30% |
| MID CAP GROWTH (INSTITUTIONAL CLASS) | | | MORGAN STANLEY DW INC. 2000 WESTCHESTER AVE PURCHASE, NY 10577 | | | 12,156,106.540 | | | 31.37% |
| | FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS FIIOC AS AGENT 100 MAGELLAN WAY KWIC COVINGTON KY 41015 | | | 8,253,409.912 | | | 21.30% | |
| | MAC & CO PO BOX 3198 PITTSBURGH, PA 15230 | | | 3,747,483.132 | | | 9.67% | |
| | MAC & CO PO BOX 3198 PITTSBURGH, PA 15230 | | | 2,670,604.633 | | | 6.89% | |
| | WILMINGTON TRUST COMPANY TTEE FBO FRANTZ WARD LLP RETIREMENT PLAN C/O MUTUAL FUNDS PO BOX 8971 WILMINGTON DE 19899-8880 | | | 2,303,737.644 | | | 5.94% | |
| MUNICIPAL (INSTITUTIONAL CLASS) | | | MORGAN STANLEY DW INC. 2000 WESTCHESTER AVE PURCHASE, NY 10577 | | | 21,834,571.100 | | | 45.86% |
| | CHARLES SCHWAB & CO INC ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO, CA 94104 | | | 6,967,500.317 | | | 14.63% | |
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| PORTFOLIO | | | NAME AND ADDRESS | | | NUMBER OF SHARES | | | % OF CLASS |
| | NATIONAL FINANCIAL SERVICES CORP FBO THEIR CUSTOMERS PO BOX 3908 CHURCH STREET STATION NEW YORK NY 10008-3908 | | | 3,295,952.370 | | | 6.92% | |
| | LINSCO/PRIVATE LEDGER CORP PO BOX 509046 SAN DIEGO, CA 92150-9046 | | | 2,703,662.768 | | | 5.68% | |
| U.S. MID CAP VALUE (INSTITUTIONAL CLASS) | | | MAC & CO 525 WILLIAM PENN PLACE ATTN MUTUAL FUND OPERATIONS PITTSBURGH, PA 15219 | | | 1,296,739.090 | | | 31.35% |
| | FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS FIIOC CO AS AGENT FOR 100 MAGELLAN WAY KWIC COVINGTON KY 41015 | | | 637,885.388 | | | 15.42% | |
| | CHARLES SCHWAB & CO INC 101 MONTGOMERY STREET ATTN MUTUAL FUNDS SAN FRANCISCO, CA 94104 | | | 535,608.307 | | | 12.95% | |
| | NATIONAL FINANCIAL SERVICES CORP FBO THEIR CUSTOMERS PO BOX 3908 CHURCH STREET STATION NEW YORK NY 10008-3908 | | | 407,735.690 | | | 9.86% | |
| U.S. SMALL CAP VALUE (INSTITUTIONAL CLASS) | | | MORGAN STANLEY DEAN WITTER INC. 2000 WESTCHESTER AVE LD PURCHASE, NY 10577 | | | 22,608,064.660 | | | 78.25% |
| | FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO FIIOC AS AGENT FOR 100 MAGELLAN WAY KWIC COVINGTON KY 41015 | | | 3,442,641.463 | | | 11.92% | |
| | THE MCCONNELL FOUNDATION PO BOX 492050 REDDING CA 96049-2050 | | | 1,568,435.642 | | | 5.43% | |
| VALUE (INSTITUTIONAL CLASS) | | | MAC & CO MUTUAL FUND OPERATIONS PO BOX 3198 PITTSBURGH, PA 15230-3198 | | | 4,663,915.822 | | | 28.04% |
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| PORTFOLIO | | | NAME AND ADDRESS | | | NUMBER OF SHARES | | | % OF CLASS |
| | CHARLES SCHWAB & CO INC 101 MONTGOMERY STREET ATTN MUTUAL FUNDS SAN FRANCISCO, CA 94104 | | | 2,592,182.390 | | | 15.59% | |
| | LA SALLE BANK PO BOX 1443 CHICAGO IL 60690 | | | 2,049,636.509 | | | 12.32% | |
| | FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO FIIOC AS AGENT FOR 100 MAGELLAN WAY KWIC COVINGTON KY 41015 | | | 1,006,277.992 | | | 6.05% | |
| BALANCED (INVESTMENT CLASS) | | | KANO PROFIT SHARING PLAN ATTN RHOADS ZIMMERMAN PO BOX 110098 NASHVILLE TN 37222 | | | 311,520.929 | | | 98.47% |
| CORE PLUS FIXED INCOME (INVESTMENT CLASS) | | | SEI TRUST COMPANY FBO MORGAN STANLEY STABLE VALUE FUND ONE FREEDOM VALLEY DR ATT JOHN HEMAK OAKS PA 19456-1019 | | | 11,616,122.320 | | | 95.74% |
| HIGH YIELD (INVESTMENT CLASS) | | | NORTHERN TRUST COMPANY AS CUSTODIAN FOR NOBLEHOUSE INTERNATIONAL LTD PO BOX 92956 CHICAGO, IL 60675 | | | 164,327.951 | | | 71.12% |
| | FRED K SCHOMER 12026 NORTH 118TH WAY SCOTTSDALE AZ 85259 | | | 58,106.400 | | | 25.15% | |
| INTERMEDIATE DURATION (INVESTMENT CLASS) | | | SEI TRUST COMPANY FBO MORGAN STANLEY STABLE VALUE FUND ONE FREEDOM VALLEY DR ATTENTION JOHN HEMAK OAKS PA 19456 | | | 13,086,523.360 | | | 100.00% |
| U.S. MID CAP VALUE (INVESTMENT CLASS) | | | WTC TTEE FBO MULTICARE HEALTH SYS MULTI HEALTH CARE 403B AC 574192 PO BOX 8971 WILMINGTON DE 19899-8880 | | | 9,729,695.690 | | | 84.40% |
| | WTC TTEE FBD MULTICARE HEALTH SYS 457F CAPITAL ACCUM A/C 067233-001-2 1100 N. MARKET ST. WILMINGTON, DE 19801 | | | 5,266.078 | | | 6.15% | |
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| PORTFOLIO | | | NAME AND ADDRESS | | | NUMBER OF SHARES | | | % OF CLASS |
| VALUE (INVESTMENT CLASS) | | | THE BANK OF NEW YORK AS TRUSTEE FOR NEW YORK STATE DEFERRED ONE WALL STREET 12TH FLOOR NEW YORK NY 10286-0001 | | | 3,360,698.772 | | | 100.00% |
| BALANCED (ADVISER CLASS) | | | FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO FIIOC AS AGENT FOR 100 MAGELLAN WAY KWIC COVINGTON KY 41015 | | | 2,141,268.716 | | | 72.02% |
| | WACHOVIA BANK N.A. 1525 WEST W.T. HARRIS BOULEVARD CHARLOTTE NC 28288-1151 | | | 753,511.880 | | | 25.34% | |
| CORE FIXED INCOME (ADVISER CLASS) | | | AMERIPRISE TRUST COMPANY FBO THE BENEFIT OF AMERIPRISE 996 AXP FINANCIAL CTR TRUST RETIREMENT SERVICES PLANS MINNEAPOLIS, MN 55474 | | | 907,137.152 | | | 99.99% |
| | FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO FIIOC AS AGENT FOR 100 MAGELLAN WAY KWIC COVINGTON KY 41015 | | | 4,666,345.553 | | | 42.99% | |
| | THE UNION CENTRAL LIFE INSURANCE COMPANY-GROUP SEPARATE ACCOUNT ATTN ROBERTA UJUARY 1876 WAYCROSS RD CINCINNATI OH 45240 | | | 4,129,295.868 | | | 38.04% | |
| | FIDELITY MANAGEMENT TRUST COMPANY ATTN LITO JACO MAIL ZONE ZIM 82 DEVONSHIRE ST MAIL ZONE Z1M BOSTON MA 02109 | | | 5,600,775.122 | | | 11.26% | |
| HIGH YIELD (ADVISER CLASS) | | | FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO FIIOC AS AGENT FOR 100 MAGELLAN WAY KWIC COVINGTON KY 41015 | | | 454,003.814 | | | 52.44% |
| | NATIONAL INVESTOR SERVICES 55 WATER STREET 32ND FLOOR NEW YORK NY 10041 | | | 107,478.210 | | | 12.42% | |
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| PORTFOLIO | | | NAME AND ADDRESS | | | NUMBER OF SHARES | | | % OF CLASS |
| | NATIONAL FINANCIAL SERVICES CORPORATION FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 5TH FLOOR ONE WORLD FINANCIAL CENTER NEW YORK NY 10281 | | | 66,798.680 | | | 7.72% | |
| | MORGAN STANLEY & CO. 1585 BROADWAY NEW YORK, NY 10036 | | | 59,687.908 | | | 6.89% | |
| INVESTMENT GRADE FIXED INCOME (ADVISER CLASS) | | | MORGAN STANLEY & CO 1585 BROADWAY NEW YORK NY 10036 | | | 28,598.415 | | | 27.93% |
| | MORGAN STANLEY & CO 1585 BROADWAY NEW YORK NY 10036 | | | 24,666.220 | | | 24.09% | |
| | MORGAN STANLEY & CO 1585 BROADWAY NEW YORK NY 10036 | | | 17,681.114 | | | 17.27% | |
| | CYNTHIA MOSELEY PERSONAL REPRESENTATIVE OF THE ESTATE OF DANIEL D. MOSELEY 662 OTIS BLVD SPARTANBURG, SC 29302 | | | 9,268.751 | | | 9.05% | |
| | PAUL E HELLMERS & H ANTHY HELLMERS 6 SPRUCE DRIVE SALISBURY CT 06068 | | | 7,219.468 | | | 7.05% | |
| MID CAP GROWTH (ADVISER CLASS) | | | FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO FIIOC AS AGENT FOR 100 MAGELLAN WAY KWIC COVINGTON KY 41015 | | | 20,428,232.530 | | | 43.01% |
| | NATIONAL FINANCIAL SERVICES CORPORATION FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 5TH FLOOR ONE WORLD FINANCIAL CENTER NEW YORK NY 10281 | | | 11,561,619.890 | | | 24.34% | |
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| PORTFOLIO | | | NAME AND ADDRESS | | | NUMBER OF SHARES | | | % OF CLASS |
| | MERRILL LYNCH TRUST CO TTEE FBO QUALIFIED RETIREMENT PLANS ATTN JERRY STONE PO BOX 1501 PENNINGTON NJ 08534-0671 | | | 5,600,775.122 | | | 11.79% | |
| | VALIC C/O AMERICAN GENERAL 2919 ALLEN PKWY L7-01 HOUSTON TX 77019 | | | 5,445,659.252 | | | 11.46% | |
| U.S. MID CAP VALUE (ADVISER CLASS) | | | MERCER TRUST COMPANY TTEE IDX SYSTEMS CORP RETIREMENT INCOME PLAN INVESTORS WAY NORWOOD MA 02062 | | | 185,687.362 | | | 39.16% |
| | PRIAL AS TTEE/ CUSTODIAN FBO VARIOUS RETIREMENT PLANS 801 PENNSYLVANIA KANSAS CITY, MO 64105 | | | 52,360.078 | | | 11.04% | |
| | MERCER TRUST COMPANY TTEE FBO KROLL INC 401K PLAN ONE INVESTORS WAY 195.C1C NORWOOD MA 02062 | | | 46,367.227 | | | 9.78% | |
| | RETIREMENT PLAN FOR EMPLOYEES OF DEARBORN COUNTY HOSPITAL 600 WILSON CREEK ROAD ATTN PHIL MEYER LAWRENCEBURG IN 47025 | | | 41,878.993 | | | 8.83% | |
| | MAC & CO 525 WILLIAMS PENN PLACE ATTN MUTUAL FUND OPERATIONS PITTSBURGH, PA 15219 | | | 38,207.993 | | | 8.06% | |
| U.S. SMALL CAP VALUE (ADVISER CLASS) | | | FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO FIIOC AS AGENT FOR 100 MAGELLAN WAY KW1C COVINGTON KY 41015 | | | 610,294.063 | | | 60.99% |
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| PORTFOLIO | | | NAME AND ADDRESS | | | NUMBER OF SHARES | | | % OF CLASS |
| | M & I 401K PLAN PO BOX 419692 MANAGEMENT REPORTING TEAM 1010 GRAND BLVD KANSAS CITY MO 64141-6692 | | | 155,937.241 | | | 15.58% | |
| | VANGUARD FIDUCIARY TRUST CO MAS ADVISER CLASS FUNDS PO BOX 2600 VM 613 VALLEY FORGE PA 19482 | | | 90,771.019 | | | 9.07% | |
| | WACHOVIA BANK 1525 WEST W T HARRIS BLVD CHARLOTTE NC 28288-1151 | | | 90,539.158 | | | 9.05% | |
| | WORLDVISION INC PO BOX 9716 ATTN JOHN DAGGETT FEDERAL WAY WA 98063-9716 | | | 51,656,177 | | | 5.16% | |
| VALUE (ADVISER CLASS) | | | FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO FIIOC AS AGENT FOR 100 MAGELLAN WAY KW1C COVINGTON KY 41015-1987 | | | 9,160,665.258 | | | 93.59% |
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SHARES OUTSTANDING AS OF THE RECORD DATE
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MSIF Trust
Portfolio
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Schedule A
JOINT GOVERNANCE COMMITTEE CHARTEROF THEMORGAN STANLEY RETAIL AND INSTITUTIONAL FUNDS
AS ADOPTED ON JULY 31, 2003AND AS AMENDED ONAPRIL 22, 2004
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The Governance Committee (the ‘‘Governance Committee’’) is a committee of the Board of Trustees/Directors (referred to herein as the ‘‘Trustees’’ and collectively as the ‘‘Board’’) of each Fund listed in the attached Exhibit A .. The purpose of the Governance Committee is to: (1) evaluate the suitability of potential candidates for election to the Board and recommend candidates for nomination by the Independent Trustees (as defined below); (2) develop and recommend to the Board a set of corporate governance principles applicable to the Fund, monitor corporate governance matters and make recommendations to the Board and act as the administrative committee with respect to Board policies and procedures, and committee policies and procedures; and (3) oversee periodic evaluations of the Board and any committees of the Board.
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The Governance Committee shall be comprised of three or more Trustees of the Board. Governance Committee members shall be designated by the full Board, and the manner of selection of the Governance Committee chair shall also be designated by the full Board.
Each member of the Governance Committee shall be an independent director or trustee. A person shall be considered to be independent if he or she: (a) is independent as defined in New York Stock Exchange Listed Company Standard 303.01 (2) and (3); (b) is a ‘‘disinterested person’’ as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended; and (c) does not accept, directly or indirectly, any consulting, advisory or other compensatory fee from any of the Funds or their investment advisor or any affiliated person of the advisor, other than fees from the Funds for serving as a member of the Funds' Boards or Committees of the Boards. Such independent directors or trustees are referred to herein as the ‘‘Independent Trustees.’’
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The Governance Committee shall fix its own rules of procedure, which shall be consistent with the Fund's organizational documents and this Governance Committee Charter. The Governance Committee shall meet at such times as may be determined as appropriate by the Committee. The Governance Committee, in its discretion, may ask Trustees, members of management or others, whose advice and counsel are sought by the Governance Committee, to attend its meetings (or portions thereof) and to provide such pertinent information as the Governance Committee requests.
The Governance Committee shall cause to be maintained minutes of all meetings and records to those meetings and provide copies of such minutes to the Board and the Fund.
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The Governance Committee shall have the authority to carry out its duties and responsibilities as set forth in this Governance Committee Charter.
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Sch A-1
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In carrying out its duties and responsibilities, the Governance Committee's policies and procedures will remain flexible, so that it may be in a position to react or respond to changing circumstances or conditions. The following are the duties and responsibilities of the Governance Committee:
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The Governance Committee shall be responsible for overseeing the evaluation of the Board as a whole and each Committee. The Governance Committee shall establish procedures to allow it to exercise this oversight function.
In conducting this review, the Governance Committee shall evaluate whether the Board appropriately addresses the matters that are or should be within its scope pursuant to the set of
Sch A-2
corporate governance principles adopted by the Governance Committee. The Governance Committee shall address matters that the Governance Committee considers relevant to the Board's performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by management of the Fund to the Board, and whether the number and length of meetings of the Board were adequate for the Board to complete its work in a thorough and thoughtful manner.
The Governance Committee shall report to the Board on the results of its evaluation, including any recommended changes to the principles of corporate governance, and any recommended changes to the Fund's or the Board's or a Committee's policies or procedures. This report may be written or oral.
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The Governance Committee shall, on an annual basis, evaluate its performance under this Joint Governance Committee Charter. In conducting this review, the Governance Committee shall evaluate whether this Joint Governance Committee Charter appropriately addresses the matters that are or should be within its scope. The Governance Committee shall address matters that the Governance Committee considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Governance Committee to the Board, and whether the number and length of meetings of the Governance Committee were adequate for the Governance Committee to complete its work in a thorough and thoughtful manner.
The Governance Committee shall report to the Board on the results of its evaluation, including any recommended amendments to this Joint Governance Committee Charter, and any recommended changes to the Fund's or the Board's policies or procedures. This report may be written or oral.
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The Governance Committee may conduct or authorize investigations into or studies of matters within the Governance Committee's scope of responsibilities, and may retain, at the Fund's expense, such independent counsel or other advisers as it deems necessary.
Sch A-3
EVERY SHAREHOLDER’S VOTE IS IMPORTANT VOTING INSTRUCTION VOTING INSTRUCTION MORGAN STANLEY INSTITUTIONAL FUND, INC. PROXY FOR SPECIAL MEETING OF STOCKHOLDERS TO BE HELD AUGUST 1, 2006 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned hereby constitutes and appoints RONALD E. ROBISON, STEFANIE V. CHANG YU and BARRY FINK, and each of them, as proxies for the undersigned, with full power of substitution and resubstitution, and hereby authorizes said proxies, and each of them to represent and vote, as designated on the reverse side, all stock of Morgan Stanley Institutional Fund, Inc. Portfolio(s) held of record by the undersigned on May 30, 2006 at the Special Meeting of Stockholders to be held on Tuesday, August 1, 2006 at 1221 Avenue of the Americas, New York, New York 10020, and at any adjournment thereof. The undersigned hereby revokes any and all proxies with respect to such stock heretofore given by the undersigned. THE MATTERS BEING CONSIDERED HAVE BEEN PROPOSED BY MANAGEMENT. THE MATTERS BEING PROPOSED ARE RELATED TO, BUT NOT CONDITIONEDOPTIONS: VOTE ON THEAPPROVAL OF EACH OTHER. THIS PROXY CARD WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREININTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BYTHE UNDERSIGNED SHAREHOLDER, AND, IN THE DISCRETION OF SUCH PROXIES, UPON ANY AND ALL OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. IF NO DIRECTION IS MADE, THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS DIRECTORS FOR THE PORTFOLIO(S) AND FOR THE OTHER PROPOSALS LISTED ON THIS PROXY CARD. VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM VOTE VIA THE TELEPHONE: 1-866-235-4258 [999 99999 999 999] [ ] NOTE: Please sign exactly as name(s) appear(s) onPHONE Call 1-800-337-3503 Follow therecords of a Fund. Joint owners should each sign personally. Trustees and other representatives should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation or another entity, the signature should be that of an authorized officer who should state his or her full title. ----------------------------------------------------- Signature ----------------------------------------------------- Signature (if held jointly) ----------------------------------------------------- Date 16427_IOE_APORTFOLIO PORTFOLIO PORTFOLIO --------- --------- --------- Active International Alloc Emerging Markets Emerging Markets Debt Focus Equity Global Franchise Global Value Equity International Equity International Growth Equity International Magnum International Real Estate International Small Cap Large Cap Relative Value Money Market Municipal Money Market Small Company Growth Sys Active Large Cap Core Sys Active Small Cap Core Sys Active Sm Cap Growth Sys Active Sm Cap Value U.S. Large Cap Growth U.S. Real EstateTOrecorded instructions available 24 hours VOTE BY MAILPLEASE COMPLETE AND RETURN THIS CARD. THE BOARD OF DIRECTORS OF MORGAN STANLEY INSTITUTIONAL FUND, INC. RECOMMENDS THAT YOUVote, sign and date this Proxy Card and return in the postage-paid envelope VOTE INFAVOR OF THE PROPOSALS. PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: [X] -------------------------------------------------------------------------------- [ ] To vote FOR ALL Proposals for all Funds mark this box. No other vote is necessary. -------------------------------------------------------------------------------- 1. ELECTION OF THE FOLLOWING NOMINEES AS DIRECTORS: 01. Frank L. Bowman 02. Kathleen A. Dennis [ ] [ ] [ ] 03. Michael F. Klein 04. W. Allen Reed To withhold authority to vote for any individual, mark the box "FOR ALL EXCEPT" and write the nominee's numberPERSON Attend Shareholders Meeting 522 Fifth Avenue 3rd Floor, Room N New York, NY 10036 onthe line provided. ---------------------------2. TO MODIFY CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE PORTFOLIO(S) REGARDING:2.a. DIVERSIFICATION POLICY. FOR AGAINST ABSTAIN Active International Alloc [ ] [ ] [ ] Global Value Equity [ ] [ ] [ ] International Magnum [ ] [ ] [ ] Small Company Growth [ ] [ ] [ ] Sys Active Sm Cap Growth [ ] [ ] [ ] FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Emerging Markets [ ] [ ] [ ] Global Franchise [ ] [ ] [ ] International Equity [ ] [ ] [ ] International Growth Equity [ ] [ ] [ ] International Small Cap [ ] [ ] [ ] Large Cap Relative Value [ ] [ ] [ ] Sys Active Large Cap Core [ ] [ ] [ ] Sys Active Small Cap Core [ ] [ ] [ ] Sys Active Sm Cap Value [ ] [ ] [ ] U.S. Large Cap Growth [ ] [ ] [ ] 2.b. BORROWING POLICY. FOR AGAINST ABSTAIN Active International Alloc [ ] [ ] [ ] Focus Equity [ ] [ ] [ ] International Equity [ ] [ ] [ ] International Real Estate [ ] [ ] [ ] Small Company Growth [ ] [ ] [ ] Sys Active Sm Cap Growth [ ] [ ] [ ] U.S. Real Estate [ ] [ ] [ ] FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Emerging Markets [ ] [ ] [ ] Emerging Markets Debt [ ] [ ] [ ] Global Franchise [ ] [ ] [ ] Global Value Equity [ ] [ ] [ ] International Growth Equity [ ] [ ] [ ] International Magnum [ ] [ ] [ ] International Small Cap [ ] [ ] [ ] Large Cap Relative Value [ ] [ ] [ ] Sys Active Large Cap Core [ ] [ ] [ ] Sys Active Small Cap Core [ ] [ ] [ ] Sys Active Sm Cap Value [ ] [ ] [ ] U.S. Large Cap Growth [ ] [ ] [ ] 2.c. LOAN POLICY. FOR AGAINST ABSTAIN Active International Alloc [ ] [ ] [ ] Focus Equity [ ] [ ] [ ] International Equity [ ] [ ] [ ] International Real Estate [ ] [ ] [ ] Small Company Growth [ ] [ ] [ ] Sys Active Sm Cap Growth [ ] [ ] [ ] U.S. Real Estate [ ] [ ] [ ] FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Emerging Markets [ ] [ ] [ ] Emerging Markets Debt [ ] [ ] [ ] Global Franchise [ ] [ ] [ ] Global Value Equity [ ] [ ] [ ] International Growth Equity [ ] [ ] [ ] International Magnum [ ] [ ] [ ] International Small Cap [ ] [ ] [ ] Large Cap Relative Value [ ] [ ] [ ] Sys Active Large Cap Core [ ] [ ] [ ] Sys Active Small Cap Core [ ] [ ] [ ] Sys Active Sm Cap Value [ ] [ ] [ ] U.S. Large Cap Growth [ ] [ ] [ ] 2.d. COMMODITIES POLICY. FOR AGAINST ABSTAIN Active International Alloc [ ] [ ] [ ] Focus Equity [ ] [ ] [ ] International Equity [ ] [ ] [ ] International Real Estate [ ] [ ] [ ] Small Company Growth [ ] [ ] [ ] Sys Active Sm Cap Growth [ ] [ ] [ ] U.S. Real Estate [ ] [ ] [ ] FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Emerging Markets [ ] [ ] [ ] Emerging Markets Debt [ ] [ ] [ ] Global Franchise [ ] [ ] [ ] Global Value Equity [ ] [ ] [ ] International Growth Equity [ ] [ ] [ ] International Magnum [ ] [ ] [ ] International Small Cap [ ] [ ] [ ] Large Cap Relative Value [ ] [ ] [ ] Sys Active Large Cap Core [ ] [ ] [ ] Sys Active Small Cap Core [ ] [ ] [ ] Sys Active Sm Cap Value [ ] [ ] [ ] U.S. Large Cap Growth [ ] [ ] [ ] 2.e. SENIOR SECURITIES POLICY. FOR AGAINST ABSTAIN Active International Alloc [ ] [ ] [ ] Focus Equity [ ] [ ] [ ] International Equity [ ] [ ] [ ] International Real Estate [ ] [ ] [ ] Small Company Growth [ ] [ ] [ ] Sys Active Sm Cap Growth [ ] [ ] [ ] U.S. Real Estate FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Emerging Markets [ ] [ ] [ ] Emerging Markets Debt [ ] [ ] [ ] Global Franchise [ ] [ ] [ ] Global Value Equity [ ] [ ] [ ] International Growth Equity [ ] [ ] [ ] International Magnum [ ] [ ] [ ] International Small Cap [ ] [ ] [ ] Large Cap Relative Value [ ] [ ] [ ] Sys Active Large Cap Core [ ] [ ] [ ] Sys Active Small Cap Core [ ] [ ] [ ] Sys Active Sm Cap Value [ ] [ ] [ ] U.S. Large Cap Growth [ ] [ ] [ ]16427_IOE_AVOTING INSTRUCTION VOTING INSTRUCTIONAugust 23, 2019 Please detach at perforation before mailing. PROXY MORGAN STANLEY INSTITUTIONAL FUND TRUSTPROXY FORSTRATEGIC INCOME PORTFOLIO SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST1, 2006 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.23, 2019 This proxy is solicited on behalf of the Board of Trustees of Morgan Stanley Institutional Fund Trust – Strategic Income Portfolio (the “Fund”). The undersigned hereby constitutes and appointsRONALDJohn H. Gernon, Mary E.ROBISON, STEFANIE V. CHANG YUMullin, Michael J. Key andBARRY FINK,Francesca Mead, and each of them, as proxies for the undersigned, with full power of substitution and resubstitution, and hereby authorizes said proxies, and each of them, to represent and vote, as designated on the reverse side, all shares ofMorgan Stanley Institutionalthe Fund,Trust Portfolio(s)held of record by the undersigned onMay 30, 2006July 15, 2019 at the Special Meeting of Shareholders to be heldon Tuesday, August 1, 2006at1221522 Fifth Avenue,of the Americas,3rd Floor, Room N, New York,New York 10020,NY 10036, on August 23, 2019 at 9:00 a.m., Eastern Time, and at anyadjournmentadjournments or postponements thereof. The undersigned hereby revokes any and all proxies with respect to such shares heretofore given by the undersigned.THE MATTERS BEING CONSIDERED HAVE BEEN PROPOSED BY MANAGEMENT. THE MATTER BEING PROPOSED ARE RELATED TO, BUT NOT CONDITIONED ON, THE APPROVAL OF EACH OTHER. THIS PROXY CARD WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER, AND, IN THE DISCRETION OF SUCH PROXIES, UPON ANY AND ALL OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. IF NO DIRECTION IS MADE, THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS TRUSTEES FOR THE PORTFOLIO(S) AND FOR THE OTHER PROPOSALS LISTED ON THIS PROXY CARD.This proxy card, when properly executed, will be voted in the manner directed herein by the undersigned Shareholder, and, in the discretion of such proxies, upon any and all other matters as may properly come before the meeting or any adjournments or postponements thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. VOTE VIA THE INTERNET:HTTPS://VOTE.PROXY-DIRECT.COMwww.proxy-direct.com VOTE VIA THE TELEPHONE:1-866-235-4258 [999 99999 999 999] [ ] NOTE:1 - 8 0 0 - 337 - 3 5 0 3 MSF_30769_062119
EVERY SHAREHOLDER’S VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on August 23, 2019. The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/mor-30769 Please sign exactly as name(s) appear(s) on the
records of a Fund. Joint owners should each sign personally.
Trustees and other representatives should indicate the
capacity in which they sign, and where more than one name
appears, a majority must sign. If a corporation or another
entity, the signature should be that of an authorized
officer who should state his or her full title.
------------------------------------------------------------
Signature
------------------------------------------------------------
Signature (if held jointly)
------------------------------------------------------------
Date 16427_IOE-B
PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- ---------
Advisory Frgn Fixed Inc Advisory Frgn Fixed Inc II Advisory Mortgage
Balanced Core Fixed Core Plus Fixed Inc
Equity Equities Plus High Yield
Intermediate Duration International Fixed Inc Investment Grade Fixed Inc
Limited Duration Mid-Cap Growth Municipal
U.S. Mid-Cap Value U.S. Small-Cap Value Value
detach at perforation before mailing. TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD.
THE BOARD OF TRUSTEES OF MORGAN STANLEY INSTITUTIONAL FUND TRUST RECOMMENDS THAT
YOU VOTE IN FAVOR OF THE PROPOSALS.
PLEASE MARK BOXESBLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS.SHOWN IN THIS EXAMPLE: [X]
--------------------------------------------------------------------------------
[ ]A Proposal THE BOARD RECOMMENDS THAT YOU CAST YOUR VOTE “FOR” THE PROPOSALS AS DESCRIBED IN THE PROXY STATEMENT. FORAGAINST ABSTAIN 1. To change the Fund’s investment objective. 2. To reclassify the Fund’s investment objective as a non-fundamental policy of the Fund. Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below B Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Signature 2 — Please keep signature within the box Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box xxxxxxxxxxxxxx MSF 30769 M xxxxxxxx + Scanner bar code // X
I II Ill BROADRIDGE FINANCIAL SOLUTIONS, INC. BROADRIDGE CORPORATE ISSUER SOLUTIONS PO BOX 1342T, SUITE 1300 BRENTWOOD, NY 11717 BROADRIOGE FINANCIAL SOLUTIONS, INC. ATTENTION: TEST PRINT .-.t 51 HERCEDES WAY EDGEWOOD} NY 11717 D [I] Viiit www.ProxyVote.com 1·800-454·8683 in the ern:losedthe day of the VOTING INSTRUCTIONS As the record holder for your shares, we will vote your shares based on your Instructions. Ple;;;se ptOO'Idl? us with your vot1ng mstrue11ons before the mee!lng If yO<J do not provide us with your voting instructions. we will not vote your shares if you sign .:Jnd retum this form. we will vote any unmarked items based on the boor d's recomrnendations X THIS VOTING INSTRUCTION FORM IS VAliD ONLY WHEN SIGNED AND DATED. PlEASE USE BlUE OR BlACK INK AND RETURN ONlYTHE BOTTOM PORTION. MSIFT STRATEGIC INCOME PORTFOLIO CL I Please che'k this box If you plan to attend the Meeting and vote your shares in person. 0 For 0 0 Against Abstain The Soard reco111111ends you vote FOR ALL Proposalsthe following proposal(s):1 and 2 :: 0 0 0 0 1. To change the Fund's investment objective. 2. To reclassify the Fund s investment objective as a non-fundamental policy of the Fund 'NOTE' Such other business as may properly come before the neeting or any adjournment thereof. loololoollulololloooonlllolool 1472 0797 1243 0451 08/23/19123,456,789,012.00000 S87253-0lS GS2 Signature [PLEASE SIGN WITHIN BOX] 617455506 *****ACCOUNT The following proxy material for all Funds mark this box. No other votethe meeting is necessary.
--------------------------------------------------------------------------------
1. ELECTION OF THE FOLLOWING NOMINEES AS TRUSTEES:
01. Frank L. Bowman 02. Kathleen A. Dennis [ ] [ ] [ ]
03. Michael F. Klein 04. W. Allen Reed
To withhold authorityavailable at www.ProxyVote.com: PROXY STATEMENT MSIFT STRATEGIC INCOME PORTFOLIO CL I THIS IS A VOTING INSTRUCTION FORM. You ar€ rece1ving th1s vot1ng Instruction form because you hold shares :n the above security. You have the right to vote on proposals being presented at the upcom1ng Special Meeting to be held on 08/23/19 at 09:00 A.M.EDT Make your vote count. Vote must be received by 08/22/2019 to be counted. --.11472 0797 1243 04511 CallRe-turn this fo1111 Vote-in person postaqe-p.,_idmeeting. envelope. Voting on www.ProxyVote.com is easy and fast! Go to www.ProxyVote.com, enter the control number above and vote!
Ill I I Ill BROADRIDGE FINANCIAL SOLUTIONS, INC. BROADRIDG£ CORPORATE ISSUER SOLUTIONS PO BOX 1342T_ SUITE 1300 BRENTWOOD. NY 11717 BROADRIDGE FINANCIAL SOLUTIONS, INC. ATTENTION: TEST PRINT 51 MERCEDES WAY EDGEWOOD I NY 11717 - Vi5it Call Return thb 1onn Vote in person meeting, po$Uige-Pilid VOTING INSTRUCTIONS As the record holder for your shares. we vvill vote your shares based on your instructions. Please prov:de us w:t11 your voting instruct:ons before thl'> mel?-linQ tf you do not prov1de us with your voting 1nstructiOrlS. we will not votf' your shares If you sign -'nd return this form. we will vote any individual, mark the box "FOR ALL EXCEPT"
and write the nominee's numberunmarked items based on the line provided.
----------------------------
TO MODIFY CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS OFTo reclassify the Fund's investment objective as a non-fundamental policy of the Fund. 0 0 0 ·NOTE" Such other business es may properly come before the meeting or any adjournment thereof. r ••r.r ••rr••r.r.rr,,,,,,rrr.r ••r 1472 0797 1353 7761 OS/23/19123,456,789,012.00000 Signature [PLEASE SIGN WITHIN BOX) 617'155605iiUUnntACCOUNT S$7253-0lS GS2 The following proxy material for the meeting is available at www.ProxyVote.com: PROXY STATEMENT MSIFT STRATEGIC INCOME PORTFOLIO CL A THIS IS A VOTING INSTRUCTION FORM. You are receiving this voting 1nstruct1on form because you hold shares 1n the above security. You have the right to vote on proposals bemg presented at the upcom:ng Special Meeting to be held on 08/23/19 at 09:00 A.M. EDT Make your vote count. Vote must be received by 08/22/2019 to be counted. _.,1472 0797 1353 11s1 I m0 lL3l.{&t www.ProxyVote.com 1·800-454·8683in the 'll'n<.:105edthe day of the envelope. Voting on www.ProxyVote.com is easy and fast! Go to www.ProxyVote.com, enter the control number above and vote!
I 1111 Ill BROADRIDGE FINANCIAL SOLUTIONS, INC. BROADRIOGE CORPORATE ISSUER SOLUTIONS PO BOX 1342T, SUITE 1300 BRENTWOOD, NY 11717 ... 0 ... BROADRIDGE FINANCIAL SOLUTIONS, INC. ATTENTION: TEST PRINT 51 MERCEDES WAY EDGEWOOD, NY 11717 Return this fonn postage-paid Vote in pe-rson meeting. Visit Call VOTING INSTRUCTIONS As the record holder for your shares, we will vote your hares based on your instructions. Please prov1de us w1th your voting 111Struct10ns belon? the mee-tmg If you do ttot provide us with your vo1ing instructions, we will not vote your shares If you sign ,;n<i rettlrr! this form, we will vote any unmarked items based on the board's recomrnendMions X THIS VOTING INSTRUCTION FORM IS VALID ONLY WHEN SIGNED AND DATED. PLEASE USE BLUE OR BLACK INK AND RETURN ONLY THE PORTFOLIO(S)
REGARDING:
2.a. DIVERSIFICATION POLICY.BOTIOM PORnON. vote your shares in person. :: MSIFT STRATEGIC INCOME PORTFOLIO Cl CPlease che<k this box if you plan to attend the Meeting and 0 The Board recommends you vote FOR AGAINST ABSTAIN
Advisory Mortgage [ ] [ ] [ ]
Core Plus Fixed Inc [ ] [ ] [ ]
High Yield [ ] [ ] [ ]
Limited Duration [ ] [ ] [ ]
U.S. Mid-Cap Value [ ] [ ] [ ]the following proposal (s) :1 and 2For Against Abstain 1. To change the Fund's investment objective. 000 2. To reclassify the Funds investment objective as a non-fundamental policy of the Fund0 00 •NOTE• Such other business as may properly come before the meeting or any adjournment thereof. loololoollulololluoooolllolool 1472 0797 1463 507108/23/19123,456,789,012.00000 Signature [PLEASE SIGN WITHIN BOX]Date617455738***'•*ACCOUNT587253-OlS GS2 The following proxy material for the meeting is available at www.ProxyVote.com: PROXY STATEMENT MSIFT STRATEGIC INCOME PORTFOLIO CL C THIS 15 A VOTING INSTRUCTION FORM. You are receiv1ng this vot1ng 1nstruct1on form because you hold shares 1n the above security_ You h<Jve the right to vote on proposals being presented at the upcom1ng Special Meeting to be held on 08/23/19 at 09:00 A.M.EDT Make your vote count. Vote must be received by 0812212019 to be counted. -...b472 0797 1463 50711 [I]D181 .& www.ProxyVote.com 1-800-454-8683in the en<losedthe day <lf the envelope. Voting on www.ProxyVote.com is easy and fast! Go to www.ProxyVote.com, enter the control number above and vote!
I II I II BROADRIDGE FINANCIAL SOLUTIONS, INC. BROAORIDGE CORPORATE ISSUER SOLUTIONS PO BOX 1342T, SUITE 1300 BRENTWOOD. NY 11717 BROADRIDGE FINANCIAL SOLUTIONS, INC. ATTENTION: TEST PRINT 51 HERCEDES WAY EDGEWOOD, NY 11717 Call Vote in periOn the day of the Vi,it Return this fonn in the endosed www.ProxyVote.com 1·800-454-8683 VOTING INSTRUCTIONS As the record holder for your shares, we will vote your shar€'ba ed on your instructions. Pleaprov;de us wrth your voting ins.truoror\s before the meetrng tf you do not provide us with your vming instructions. we will not vote yo-.r shares If you sign .'lnd return this form. we will vote aliy unmarked iterns based on the bcwd's re-commendations X THIS VOTING INSTRUCTION FORM IS VAUD ONLY WHEN SIGNED AND DATED.PlEASE USE BLUE OR BLACK INK AND RETURN ONlY THE BOTTOM PORTION. vote your shareIn person. MSIFT STRATEGIC INCOME PORTFOLIO Cl IS Please check this box If you plan to attend the Meeting and 0 The Board recommends you vote FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Balanced [ ] [ ] [ ] Core Fixed [ ] [ ] [ ]
Equity [ ] [ ] [ ] Equities Plus [ ] [ ] [ ]
Intermediate Duration [ ] [ ] [ ] Investment Grade Fixed Inc [ ] [ ] [ ]
Mid-Cap Growth [ ] [ ] [ ] Municipal [ ] [ ] [ ]
U.S. Small-Cap Value [ ] [ ] [ ] Value [ ] [ ] [ ]
2.b. BORROWING POLICY.
FOR AGAINST ABSTAIN
Advisory Frgn Fixed Inc [ ] [ ] [ ]
Balanced [ ] [ ] [ ]
Equity [ ] [ ] [ ]
International Fixed Inc [ ] [ ] [ ]
Limited Duration [ ] [ ] [ ]
U.S. Mid-Cap Value [ ] [ ] [ ]
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Advisory Frgn Fixed Incthe following proposal {s) :1 and 2For Against Abstain 1. To change the Fund's investment objective. 0 00 2. To reclassify the Fund's investment objective as a non-fundamental policy of the Fund. 000 •NOTE' Such other business as may properly come before the r eeting or any adjournment thereof. I o o lo I o o II [ ] [ ] [ ] Advisory Mortgage [ ] [ ] [ ]
Core Fixed [ ] [ ] [ ] Core Plus Fixed Inc [ ] [ ] [ ]
Equities Plus [ ] [ ] [ ] High Yield [ ] [ ] [ ]
Intermediate Duration [ ] [ ] [ ] Investment Grade Fixed Inc [ ] [ ] [ ]
Mid-Cap Growth [ ] [ ] [ ] Municipal [ ] [ ] [ ]
U.S. Small-Cap Value [ ] [ ] [ ] Value [ ] [ ] [ ]
2.c. LOAN POLICY.
FOR AGAINST ABSTAIN
Advisory Frgn Fixed Inc [ ] [ ] [ ]
Balanced [ ] [ ] [ ]
Equity [ ] [ ] [ ]
International Fixed Inc [ ] [ ] [ ]
Limited Duration [ ] [ ] [ ]
U.S. Mid-Cap Value [ ] [ ] [ ]
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Advisory Frgn Fixed Inc II [ ] [ ] [ ] Advisory Mortgage [ ] [ ] [ ]
Core Fixed [ ] [ ] [ ] Core Plus Fixed Inc [ ] [ ] [ ]
Equities Plus [ ] [ ] [ ] High Yield [ ] [ ] [ ]
Intermediate Duration [ ] [ ] [ ] Investment Grade Fixed Inc [ ] [ ] [ ]
Mid-Cap Growth [ ] [ ] [ ] Municipal [ ] [ ] [ ]
U.S. Small-Cap Value [ ] [ ] [ ] Value [ ] [ ] [ ]
2.d. COMMODITIES POLICY.
FOR AGAINST ABSTAIN
Advisory Frgn Fixed Inc [ ] [ ] [ ]
Balanced [ ] [ ] [ ]
Equity [ ] [ ] [ ]
International Fixed Inc [ ] [ ] [ ]
Limited Duration [ ] [ ] [ ]
U.S. Mid-Cap Value [ ] [ ] [ ]
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Advisory Frgn Fixed Inc II [ ] [ ] [ ] Advisory Mortgage [ ] [ ] [ ]
Core Fixed [ ] [ ] [ ] Core Plus Fixed Inc [ ] [ ] [ ]
Equities Plus [ ] [ ] [ ] High Yield [ ] [ ] [ ]
Intermediate Duration [ ] [ ] [ ] Investment Grade Fixed Inc [ ] [ ] [ ]
Mid-Cap Growth [ ] [ ] [ ] Municipal [ ] [ ] [ ]
U.S. Small-Cap Value [ ] [ ] [ ] Value [ ] [ ] [ ]
o o I olo II1111o olll o I o o I 1472 0797 1573 238108/23/19123}45617891012.00000 Signature [PLEASE SIGN WITHIN BOX]617455860 : i****ACCOUNT$8725O3l·S GS2 The following proxy material for the meeting is available at www.ProxyVote.com: PROXY STATEMENT MSIFT STRATEGIC INCOME PORTFOLIO CL IS THIS IS A VOTING INSTRUCTION FORM. You are recervrng 1hrs voting instruction form because you hold shares rn the above security_ You have the nght to vote on proposais being presented at the upcom:ng Special Meeting to be held on 08/23/19 at 09:00 A.M. EDT Make your vote count. Vote must be received by 08/22/2019 to be counted. --..11472 0797 1573 23811 -mD181 4l. po5tag paid meeting, envelope. Voting on www.ProxyVote.com is easy and fast! Go to www.ProxyVote.com.enter the control number above and vote!
16427_IOE_B
