|
Fund |
|
Name and Address
of Beneficial Owner |
|
Amount and Nature
of Beneficial Ownership |
|
Percent of Class |
|
|
|
|
Allspring Global Investments Holdings, LLC, and Allspring Global Investments, LLC
525 Market St., 10th Fl, San Francisco,
CA 94105 |
|
588,331 Shares with sole voting power and sole dispositive power(7) |
|
|
5.43 |
% |
|
(1) Based on a Schedule 13G/A filed with the Commission on February 14, 2023.
(2) Based on a Schedule 13G/A filed with the Commission on February 13, 2023.
(3) Based on a Schedule 13G/A filed with the Commission on January 9, 2023.
(4) Based on a Schedule 13D filed with the Commission on March 8, 2023.
(5) Based on a Schedule 13G/A filed with the Commission on January 30, 2023.
(6) Based on a Schedule 13G/A filed with the Commission on February 10, 2023.
(7) Based on a Schedule 13G filed with the Commission on January 6, 2023.
A Stockholder who beneficially owns, either directly or through one or more controlled companies, more than 25 percent of the voting securities of a Fund may be presumed to "control" (as that term is defined in the 1940 Act) such Fund. A control person may be able to facilitate shareholder approval of proposals it favors and to impede shareholder approval of proposals it opposes. If a control person owns a sufficient number of a Fund's outstanding voting securities, then, for certain proposals, one or more such control persons may be able to approve, or to prevent approval, of such proposals without regard to votes by other Stockholders.
The Stockholders set forth in the foregoing tables are the Stockholders of record and may be deemed to be the beneficial owners of certain of the Shares listed for certain purposes under the securities laws. However, these entities generally do not have an economic interest in these Shares and would ordinarily disclaim any beneficial ownership therein. The Funds generally have no knowledge whether all or any portion of the Shares owned of record are also owned beneficially.
Section 16(a) of the 1934 Act requires that each Fund's executive officers and Directors, and beneficial owners of more than 10% of its Shares, make certain filings on a timely basis under Section 16(a) of the 1934 Act. Based solely on a review of copies of such reports of ownership furnished to the Funds, the Funds believe that during the past fiscal year, all of its officers, Directors and greater than 10% beneficial holders complied with all applicable filing requirements.
AUDIT COMMITTEE REPORTS AND AUDITOR FEES
Report of the Audit Committee
At meetings held on June 7-9, 2022, the Board of Directors of each Fund, including a majority of the Directors who are not "interested persons," as defined under the 1940 Act, of the Fund acting on the recommendation of the Audit Committee of the Board of such Fund, selected Ernst & Young LLP to act as the independent registered public accounting firm for each Fund for the fiscal year ending December 31, 2023 (October 31, 2023 for EDD). Each Audit Committee has received the written disclosures and the letter from Ernst & Young LLP required by the Public Company Accounting Oversight Board and has discussed with Ernst & Young LLP its independence with respect to each Fund. Each Fund knows of no direct financial or material indirect financial interest of Ernst & Young LLP in the Fund.
24
Each Fund's financial statements for its most recent fiscal year were audited by Ernst & Young LLP. The Audit Committee of the Board of each Fund has reviewed and discussed the audited financial statements of the Fund with management of the Fund. The Audit Committee of each Fund has further discussed with Ernst & Young LLP the matters required to be discussed by Statement on Auditing Standard No. 1301. Based on the foregoing review and discussions, the Audit Committee of the Board of each Fund recommended to the Board that the audited financial statements for each Fund's most recent fiscal year-end be included in the Fund's most recent annual report to Stockholders and the Fund's annual report filed with the Commission.
Jakki L. Haussler, Chairperson of the Audit Committee of each Fund
Eddie A. Grier, Member of the Audit Committee of each Fund
Joseph J. Kearns, Member of the Audit Committee of each Fund
Nancy C. Everett, Member of the Audit Committee of each Fund
Audit Fees
The aggregate fees billed by Ernst & Young LLP in connection with the annual audit of each Fund's financial statements for the fiscal years ended December 31, 2022 and 2021 (October 31, 2022 and 2021 for EDD) are set forth below.
|
|
|
2022 |
|
2021 |
|
|
CAF |
|
$ |
69,833 |
|
|
$ |
65,880 |
|
|
|
MSD |
|
$ |
74,778 |
|
|
$ |
70,545 |
|
|
|
EDD |
|
$ |
74,810 |
|
|
$ |
70,575 |
|
|
|
IIF |
|
$ |
72,359 |
|
|
$ |
68,263 |
|
|
Audit-Related Fees
There were no audit-related fees billed by Ernst & Young LLP related to the annual audit of a Fund's financial statements for the fiscal years ended December 31, 2022 and 2021 (October 31, 2022 and 2021 for EDD).
Tax Fees
The aggregate fees billed by Ernst & Young LLP in connection with tax compliance, tax advice and tax planning for each Fund for the fiscal years ended December 31, 2022 and 2021 (October 31, 2022 and 2021 for EDD) are set forth below, which represent fees paid for the review of the Federal, state and local tax returns for each Fund.
|
|
|
2022 |
|
2021 |
|
|
CAF |
|
$ |
0 |
|
|
$ |
0 |
|
|
|
MSD |
|
$ |
0 |
|
|
$ |
0 |
|
|
|
EDD |
|
$ |
0 |
|
|
$ |
0 |
|
|
|
IIF |
|
$ |
0 |
|
|
$ |
0 |
|
|
All Other Fees
There were no fees billed by Ernst & Young LLP for any other products and services not set forth above for each Fund for the fiscal years ended December 31, 2022 and 2021 (October 31, 2022 and 2021 for EDD).
25
Audit Committee Pre-Approval
It is the policy of the Audit Committee of the Board of each Fund to review and pre-approve all auditing and non-auditing services to be provided to the Fund by the Fund's independent auditor. The Audit Committee Audit and Non-Audit Pre-Approval Policy and Procedures (the "Policy") requires each 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 auditor. 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 fees, audit-related fees, tax fees and other fees described above for which Ernst & Young LLP billed a Fund for the fiscal years indicated were pre-approved by the Audit Committee. None of the audit-related fees, tax fees and other fees were approved by the Audit Committee pursuant to the "de minimis exception" set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X. Ernst & Young LLP did not provide any audit-related, tax, or other non-audit services to the Adviser or any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to a Fund that the Audit Committee was required to approve pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X.
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 each Fund, the Adviser, and to any entities controlling, controlled by or under common control with the Adviser that provide ongoing services to a Fund were:
|
|
|
2022 |
|
2021 |
|
|
Fiscal year end 12/31(1): |
|
$ |
5,778,872 |
(3) |
|
$ |
26,678,468 |
(3) |
|
|
Fiscal year end 10/31(2): |
|
$ |
13,150,465 |
(3) |
|
$ |
25,983,885 |
(3) |
|
(1) CAF, MSD and IIF
(2) EDD
(3) The fees included are for services provided by Ernst & Young LLP related to surprise examinations for certain investment accounts to satisfy SEC custody rules and consulting services related to merger integration for a sister entity to the Adviser.
The Audit Committee of the Board of each Fund, as applicable, 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. Ernst & Young LLP will have the opportunity to make a statement if they desire to do so and representatives from Ernst & Young LLP are expected to be available by telephone to respond to appropriate questions.
ADDITIONAL INFORMATION
No business other than as set forth herein is expected to come before any Meeting, but should any other matter requiring a vote of Stockholders arise, including any question as to an adjournment of the Meeting, the persons named in the enclosed Proxy Card will vote thereon according to their best judgment in the interests of the Fund. In the event that the necessary quorum to transact business or the vote required to approve or reject any proposal for any Fund is not obtained at the Meeting of any Fund, the persons named as proxies may propose one or more adjournments of the Meeting of the applicable Fund
26
to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of the holders of a majority of the applicable 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 any of the proposals with respect to a Fund are not received, proxies would be voted in favor of one or more adjournments of the Meeting with respect to such 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 interest of Stockholders. Pursuant to each Fund's Bylaws, the chairman of the Meeting or an officer of the Fund have the power to adjourn the Meeting from time to time. Abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote. Stockholders do not have appraisal rights with respect to the proposals.
STOCKHOLDER PROPOSALS FOR 2024 ANNUAL MEETING
A Stockholder's proposal, including with respect to Director nominees, intended to be presented at a Fund's Annual Meeting of Stockholders in 2024 must be received by such Fund on or before January 12, 2024 in order to be included in the Fund's proxy statement and Proxy Card relating to that meeting. Any Stockholder who desires to bring a proposal, including with respect to Director nominees, at a Fund's Annual Meeting of Stockholders in 2024, without including such proposal in the Fund's proxy statement, must deliver written notice thereof to the Secretary of such Fund not before March 24, 2024 and not later than April 23, 2024, in the manner and form required by that Fund's By-Laws. Each Fund will furnish, without charge, a copy of its By-Laws to any Stockholder of such Fund requesting such By-Laws.
Requests for a Fund's By-Laws should be made in writing to the respective Fund, c/o Morgan Stanley Investment Management, 1633 Broadway, New York, NY 10019.
MARY E. MULLIN
Secretary
Dated: May 5, 2023
Stockholders of a Fund who do not expect to be present at the Meeting for that Fund and who wish to have their Shares voted are requested to vote their Shares over the Internet, by telephone or by dating and signing the enclosed Proxy Card for the Fund and returning it in the enclosed envelope. No postage is required if mailed in the United States.
27
EXHIBIT A
JOINT AUDIT COMMITTEE CHARTER
OF THE
MORGAN STANLEY FUNDS
AS ADOPTED ON JULY 31, 2003
AND AS AMENDED ON
FEBRUARY 20, 2007, FEBRUARY 24, 2009, JUNE 17, 2010, JUNE 6, 2011,
JUNE 27-28, 2012 (MAY 22, 2013 WITH RESPECT TO INDIA INVESTMENT
FUND), MAY 29, 2013 (WITH RESPECT TO ALL MORGAN STANLEY FUNDS
EXCEPT INDIA INVESTMENT FUND), DECEMBER 10-11, 2013,
MAY 28-29, 2014, JUNE 9-10, 2015, JUNE 15-16, 2016, JUNE 13-14, 2017,
SEPTEMBER 27-28, 2017, JUNE 13-14, 2018, JUNE 12-13, 2019,
MARCH 4, 2021, JUNE 8, 2022 AND SEPTEMBER 28, 2022
The Boards of Directors/Trustees (collectively, the "Board") of the registered investment companies (each a "Fund" and collectively, the "Funds") advised or managed by Morgan Stanley Investment Management Inc. and Morgan Stanley AIP GP LP (together, the "Adviser") (as listed in Exhibit A, as may be amended from time to time) have adopted and approved this charter for the audit committee of the Board (the "Audit Committee").(1)
1. Structure and Membership of the Audit Committee
1.01. Independent Directors and Trustees
Each member of the Audit 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 by the relevant exchange's listed company manual; (b) is not an "interested 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 Board or Committees of the Board.
The Audit Committee shall consist of no fewer than three members of the Board.
The Audit Committee may have a Chairperson. The Chairperson, his/her designee or a designee of an Audit Committee member shall set the agenda for, and preside at, each meeting of the Audit Committee and shall engage in such other activities on behalf of the Audit Committee as shall be determined from time to time by the Audit Committee. The Audit Committee will, periodically, meet separately with management, with internal auditors and with independent auditors to perform its oversight functions. The Audit Committee will also generally discuss policies in place with respect to risk assessment and risk management of the Funds.
The Chairperson and members of the Audit Committee shall be appointed by the Governance Committee of the Funds in consultation with the Board.
(1) Solely for the sake of clarity and simplicity, this Charter has been drafted as if there is a single Committee and a single Board. The terms "Committee," "Directors/Trustees" and "Board" mean the Committee, Directors/Trustees and the Board of each Fund, respectively, unless the context otherwise requires. The Committee, Directors/Trustees and the Board of each Fund, however, shall act separately and in the best interests of its respective Fund.
Exhibit A-1
1.02. Financially Literate
Each member of the Audit Committee shall be "financially literate," as such term is interpreted by the Board in its business judgment.
1.03. Audit Committee Financial Expert
The Audit Committee shall determine whether at least one member of the Audit Committee is an "audit committee financial expert," as that term is defined in the instructions to Form N-CEN and in Section 407 of the Sarbanes-Oxley Act of 2002, as amended (the "SOX Act").
2. Auditor Independence
An independent public accounting firm may serve as a Fund's auditor (the "Auditor") only if it complies with all of the independence requirements set forth in Regulation S-X under the Securities Act of 1933 and the Public Company Accounting Oversight Board's ("PCAOB") Ethics and Independence Rule 3526, subject to such exceptions, not prohibited by law, as the Audit Committee may allow. The Auditor shall: (i) at least annually, submit to the Audit Committee a certification of its independence, delineating all relationships between the Auditor and the Fund, consistent with Rule 2-01 of Regulation S-X under the Securities Act of 1933 and the PCAOB's Ethics and Independence Rule 3526, and (ii) actively engage in a dialogue with the Audit Committee with respect to any disclosed relationships or services that may affect the objectivity and independence of such independent accountants, including relationships with or services provided to the Fund's other service providers.
3. Registration with PCAOB
The Auditor must be registered with the PCAOB.
4. Regulatory Action
Promptly upon initiation against it of any inquiry or investigation by a governmental authority the Auditor shall provide information to the Audit Committee regarding any material issues raised in such inquiry or investigation and any steps taken to deal with them.
5. Purpose
The purpose of the Audit Committee is to serve as an independent and objective party to assist the Board in fulfilling its oversight responsibilities for the Funds' accounting and reporting processes and the audits of the Funds financial statements by overseeing and monitoring:
• the quality and integrity of the Funds' financial statements;
• the Funds' compliance with applicable legal and regulatory requirements;
• the Auditor's qualifications and independence;
• the performance of the Funds' internal audit function and the Auditor; and
• the preparation of the disclosure required by Item 407(d)(3)(i) of Regulation S-K, promulgated under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.
In furtherance of this purpose, the Audit Committee shall assist the Board in overseeing the valuation of the securities and other assets held by each Fund. Pursuant to Rule 2a-5 (Good Faith Determinations of Fair Value) under the 1940 Act, the Board has designated each Fund's primary investment adviser as the "valuation designee" to perform the fair value determinations for such Fund with respect to all Fund
Exhibit A-2
investments (each, a "Valuation Designee"). The Committee shall oversee the activities of the Valuation Designee in making fair value determinations for Fund investments, including by reviewing reports and other information as may be reasonably necessary for the Committee to exercise its oversight over the Valuation Designee.
The Audit Committee will primarily fulfill these responsibilities by carrying out the duties and powers of the Audit Committee enumerated in section 6 below.
6. Duties and Powers of Audit Committee
6.01. The Audit Committee shall have the duty and power to:
• make recommendations to the Board regarding selection of the Auditor;
• oversee and evaluate the work of the Auditor;
• require the Auditor to report directly to the Audit Committee;
• determine the compensation of the Auditor for audit and non-audit services provided to the Funds and decide whether to continue to retain the services of the Auditor or to terminate them;
• pre-approve all audit, non-audit and attest services provided to the Funds and any non-audit services provided to the investment adviser of the Funds or to any other entity in the Fund Complex as required by the SOX Act and rules promulgated by the Securities and Exchange Commission (the "SEC") under the SOX Act, or establish policies and procedures pursuant to which any of such services is pre-approved (which are attached hereto as Appendix A); provided that such policies and procedures are detailed as to the particular service and do not delegate any of the Audit Committee's responsibilities to management but may delegate pre-approval authority to one or more of its members (except with respect to the annual audit of each Fund required by the Securities Exchange Act of 1934); and provided further, that pre-approval of services may be waived pursuant to a de minimus exception allowed by SEC rules, as construed by the Board's independent counsel;
• consider whether any services rendered by the Auditor to the investment adviser and other entities in the Fund Complex, which were not pre-approved, are compatible with maintaining the Auditor's independence;
• review the written certification regarding the independence requirements applicable to the Auditor as set forth in section 2 above to satisfy itself that the Auditor is independent under the standards set forth therein;
• require the Auditor to report quarterly to the Audit Committee: (a) all critical accounting policies and practices; (b) any changes in accounting or auditing procedures, principles, practices, standards or financial reporting; (c) any alternative treatments of financial information within generally accepted accounting principles that the Auditor has discussed with management, the ramifications of the use of any such alternative treatment or disclosure, and the treatment preferred by the Auditor; (d) any material issues raised by the most recent internal quality-control review, PCAOB or peer review, of the Auditor, or by inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the Auditor, and any steps taken to deal with any such issue; (e) any other written communications between the Auditor and management, including any management letter or schedule of unadjusted differences; and (f) all non-audit services provided to a non-Fund entity in the Fund Complex which were not pre-approved and associated fees; provided that, if the report
Exhibit A-3
is not made within 90 days of the filing of a Fund's financial statements with the SEC, the Auditor shall provide an update of any changes;
• review and discuss with the Auditor: (a) matters required to be communicated by the Auditor to the Audit Committee pursuant to the Auditing Standard No. 16 and any other standards established by the PCAOB; including, without limitation, any adjustment to a Fund's financial statements recommended by the Auditor, or any other results of any audit; (b) any problems or difficulties encountered in the course of the audit and management's response; and (c) any areas of substantial risk in accurate reporting of financial results and operations of the Funds;
• consider and discuss the timing and process for all Lead Audit Partner rotation requirements with the Auditor;
• review arrangements for annual and special audits and the scope of such audits with the Fund's independent accountants;
• review and discuss the Fund's audited and semi-annual financial statements with Fund management, including the Funds' disclosures under "Management's Discussion of Fund Performance", as applicable;
• review final drafts of closed-end Fund annual financial statements, discuss with management and the Auditor and decide whether to recommend that the statements, with or without any revisions, be included in the Fund's annual report;
• to cause to be prepared and to review and submit any report, including any recommendation of the Audit Committee, required by SEC rules to be included in the Fund's proxy statement;
• review legal and regulatory matters presented by counsel and the Fund's Auditor that may have a material impact on the Fund's financial statements;
• consider with the Auditor their comments with respect to the quality and adequacy of the Fund's accounting and financial reporting policies, practices and internal controls and management's responses thereto, including, without limitation, the effect on the Fund of any recommendation of changes in accounting principles or practices by management or the Auditor;
• receive reports from the principal executive officer and the principal financial officer, or persons performing similar functions, regarding: (i) all significant deficiencies in the design or operation of a Fund's internal controls that could adversely affect the Fund's ability to record, process, summarize, and report financial data and have identified for the Auditor any material weaknesses in internal controls; (ii) any fraud, whether or not material, that involves Fund management or other employees who have a significant role in the Fund's internal controls; and (iii) whether or not there were significant changes in the Fund's internal controls or in other factors that could significantly affect the Fund's internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses;
• establish procedures for the confidential, anonymous submission by employees and officers of the Funds or their affiliates or others of concerns or complaints regarding any accounting, internal audit controls or audit matter and the retention of records related to the retention and treatment of such concerns in accordance with the requirements of the SOX Act and Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act;
• oversee any (a) disagreements and/or (b) resolutions to disagreements between management of a Fund and the Fund's Auditor regarding financial reporting;
Exhibit A-4
• require inside and outside counsel to report to the Audit Committee evidence of any material violation of securities law or breach of fiduciary duty or similar violation by a Fund or any agent of a Fund;
• if and to the extent the Funds intend to have employees, set clear hiring policies for the hiring by the Funds of employees or former employees of the Auditor;
• perform such other functions consistent with this Audit Committee Charter, the Fund's Articles of Incorporation, the Fund's Declaration of Trust, the Fund's By-laws, or the Fund's partnership agreement, as applicable, and applicable law, as the Audit Committee or the Board deems necessary or appropriate; and
• Report to the Board on the results of the activities of the Audit Committee and make certain recommendations, as necessary.
6.02. In connection with Valuation, the Audit Committee shall have the duty and power to
• develop a sufficient knowledge of the valuation process and of the Adviser's Valuation Procedures (the "Valuation Procedures") in order to carry out its responsibilities;
• review information provided by the Valuation Designee regarding industry developments in connection with valuation and pricing. The Committee may make recommendations to the Board concerning any proposed amendments with respect to the Valuation Procedures based upon such review;
• review reports of periodic Adviser Valuation Committee and all Adviser Ad Hoc Valuation Committee meetings;
• assist the Board in determining whether to designate a Fund's primary investment adviser as the Valuation Designee to perform the fair value determinations relating to any or all Fund investments;
• oversee the Valuation Designee's performance of fair value determinations in accordance with Rule 2a-5;
• review the quarterly and annual written reports and periodic and prompt notifications, if any, described in the Valuation Procedures and other information from the Valuation Designee as required by Rule 2a-5 under the 1940 Act, including such information as may be reasonably necessary for the Audit Committee to evaluate the matters covered in the report, regarding fair value determinations made pursuant to the Valuation Procedures;
• consider such other matters as the Audit Committee may deem appropriate in carrying out the above duties and responsibilities and any other matters that may be assigned to it by the Board; and
• review, at least annually, the Valuation Procedures.
6.03. Authority to Engage Independent Counsel and Advisers
The Audit Committee is authorized to: (a) engage independent counsel to the Funds' independent Directors/Trustees, and other advisers, as it determines to be necessary to carry out its duties; and (b) require the Funds to provide appropriate funding, as determined by the Audit Committee, for payment of compensation to the Auditor, the independent counsel and other advisers.
Exhibit A-5
6.04. Scope of Audit Committee Responsibility
In fulfilling their responsibilities under this Audit Committee Charter, it is recognized that members of the Audit Committee are not full-time employees of the Fund. As such, it is not the duty or responsibility of the Audit Committee or its members to (a) conduct "field work" or other types of auditing or accounting reviews or procedures, (b) perform an audit or (c) act in any way as a substitute for management or assume management's responsibilities. Each member of the Audit Committee shall be entitled to rely on (i) the integrity of those persons and organizations inside and outside the Fund from which the Audit Committee receives information and (ii) the accuracy of the financial, valuation and other information provided to the Audit Committee by such persons or organizations, absent actual knowledge to the contrary (which actual knowledge shall be promptly reported to the Board).
Fund management is responsible for maintaining appropriate systems for accounting. The Auditor is responsible for conducting a proper audit of each Fund's financial statements and is ultimately accountable to the Audit Committee.
7. Meetings of the Audit Committee
The Audit Committee shall meet independently at each regularly scheduled Board meeting and at such other times as deemed appropriate by the Audit Committee but no less frequently than four times per year, including to approve the scope of the proposed audit of a Fund's financial statements by the Auditors and to review the report of the Auditors following such audit. Members of the Audit Committee may participate in a meeting of the Audit Committee by means of conference call or similar communications equipment, including but not limited to Zoom or other video conference applications, by means of which all persons participating in such meeting can hear each other.
8. Interim Actions by the Audit Committee
From time to time, the Audit Committee may delegate to the Chairperson or other designated Audit Committee member the responsibility to act, on an interim basis between meetings of the Audit Committee or Board, on audit and valuation related matters, including but not limited to, specifically, approval of annual financial statements, provided that the Audit Committee or Board is not required by this Charter or law to take such actions or is not prevented by this Charter or law from delegating such actions. In addition, interim actions may also be taken by written consent of the Audit Committee. All other interim actions by the Chairperson or his/her designee not taken by consent or delegation will be submitted for ratification at the next meeting of the Audit Committee.
9. Minutes of Meetings; Reporting the Board
The Audit Committee shall cause to be made and kept minutes of its meetings. The Audit Committee shall report to the Board its activities, findings and recommendations. In instances where the Valuation Procedures or any other relevant pricing policies require reports to, or action of, the Board, the Audit Committee may act in lieu of the full Board with respect to those instances.
10. Review of Charter
The Audit Committee shall review this Audit Committee Charter at least annually, and shall recommend any changes to the Board. This Audit Committee Charter may be amended only by the Board, with the approval of a majority of the independent Directors/Trustees.
11. Evaluation
Annual evaluations of the Board and committees, including the Audit Committee, are conducted through the Governance Committee.
Exhibit A-6
APPENDIX A
AUDIT COMMITTEE
AUDIT AND NON-AUDIT SERVICES
PRE-APPROVAL POLICY AND PROCEDURES
OF THE
MORGAN STANLEY FUNDS
AS ADOPTED AND AMENDED JULY 23, 2004 AND JUNE 12 AND 13, 2019(3)
1. Statement of Principles
The Audit Committee of the Board is required to review and, in its sole discretion, pre-approve all Covered Services to be provided by the Independent Auditors to the Fund and Covered Entities in order to assure that services performed by the Independent Auditors do not impair the auditor's independence from the Fund.
The SEC has issued rules specifying the types of services that an independent auditor may not provide to its audit client, as well as the audit committee's administration of the engagement of the independent auditor. The SEC's rules establish two different approaches to pre-approving services, which the SEC considers to be equally valid. Proposed services either: may be pre-approved without consideration of specific case-by-case services by the Audit Committee ("general pre-approval"); or require the specific pre-approval of the Audit Committee or its delegate ("specific pre-approval"). The Audit Committee believes that the combination of these two approaches in this Policy will result in an effective and efficient procedure to pre-approve services performed by the Independent Auditors. As set forth in this Policy, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee (or by any member of the Audit Committee to which pre-approval authority has been delegated) if it is to be provided by the Independent Auditors. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval by the Audit Committee.
The appendices to this Policy describe the Audit, Audit-related, Tax and All Other services that have the general pre-approval of the Audit Committee. The term of any general pre-approval is 12 months from the date of pre-approval, unless the Audit Committee considers and provides a different period and states otherwise. The Audit Committee will annually review and pre-approve the services that may be provided by the Independent Auditors without obtaining specific pre-approval from the Audit Committee. The Audit Committee will add to or subtract from the list of general pre-approved services from time to time, based on subsequent determinations.
The purpose of this Policy is to set forth the policy and procedures by which the Audit Committee intends to fulfill its responsibilities. It does not delegate the Audit Committee's responsibilities to pre-approve services performed by the Independent Auditors to management.
The Fund's Independent Auditors have reviewed this Policy and believes that implementation of the Policy will not adversely affect the Independent Auditors' independence.
(3) This Audit Committee Audit and Non-Audit Services Pre-Approval Policy and Procedures (the "Policy"), adopted as of the date above, supersedes and replaces all prior versions that may have been adopted from time to time.
A-1
2. Delegation
As provided in the Act and the SEC's rules, the Audit Committee may delegate either type of pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.
3. Audit Services
The annual Audit services engagement terms and fees are subject to the specific pre-approval of the Audit Committee. Audit services include the annual financial statement audit and other procedures required to be performed by the Independent Auditors to be able to form an opinion on the Fund's financial statements. These other procedures include information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control, and consultations relating to the audit. The Audit Committee will approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, Fund structure or other items.
In addition to the annual Audit services engagement approved by the Audit Committee, the Audit Committee may grant general pre-approval to other Audit services, which are those services that only the Independent Auditors reasonably can provide. Other Audit services may include statutory audits and services associated with SEC registration statements (on Forms N-1A, N-2, N-3, N-4, etc.), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings.
The Audit Committee has pre-approved the Audit services in Appendix B.1. All other Audit services not listed in Appendix B.1 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).
4. Audit-related Services
Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Fund's financial statements and, to the extent they are Covered Services, the Covered Entities or that are traditionally performed by the Independent Auditors. Because the Audit Committee believes that the provision of Audit-related services does not impair the independence of the auditor and is consistent with the SEC's rules on auditor independence, the Audit Committee may grant general pre-approval to Audit-related services. Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as "Audit services"; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements under Forms N-CEN and/or N-CSR.
The Audit Committee has pre-approved the Audit-related services in Appendix B.2. All other Audit-related services not listed in Appendix B.2 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).
5. Tax Services
The Audit Committee believes that the Independent Auditors can provide Tax services to the Fund and, to the extent they are Covered Services, the Covered Entities, such as tax compliance, tax planning and tax advice without impairing the auditor's independence, and the SEC has stated that the Independent Auditors may provide such services.
A-2
Pursuant to the preceding paragraph, the Audit Committee has pre-approved the Tax Services in Appendix B.3. All Tax services in Appendix B.3 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).
6. All Other Services
The Audit Committee believes, based on the SEC's rules prohibiting the Independent Auditors from providing specific non-audit services, that other types of non-audit services are permitted. Accordingly, the Audit Committee believes it may grant general pre-approval to those permissible non-audit services classified as All Other services that it believes are routine and recurring services, would not impair the independence of the auditor and are consistent with the SEC's rules on auditor independence.
The Audit Committee has pre-approved the All Other services in Appendix B.4. Permissible All Other services not listed in Appendix B.4 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).
7. Pre-Approval Fee Levels or Budgeted Amounts
Pre-approval fee levels or budgeted amounts for all services to be provided by the Independent Auditors will be established annually by the Audit Committee. Any proposed services exceeding these levels or amounts will require specific pre-approval by the Audit Committee. The Audit Committee is mindful of the overall relationship of fees for audit and non-audit services in determining whether to pre-approve any such services.
8. Procedures
All requests or applications for services to be provided by the Independent Auditors that do not require specific approval by the Audit Committee will be submitted to the Fund's Principal Financial and Accounting Officer and must include a detailed description of the services to be rendered. The Fund's Principal Financial and Accounting Officer will determine whether such services are included within the list of services that have received the general pre-approval of the Audit Committee. The Audit Committee will be informed on a timely basis of any such services rendered by the Independent Auditors. Requests or applications to provide services that require specific approval by the Audit Committee or Chairperson of the Audit Committee will be submitted to the Audit Committee by the Fund's Principal Financial and Accounting Officer, who, after consultation with the Independent Auditors, will discuss whether the request or application is consistent with the SEC's rules on auditor independence.
The Audit Committee has designated the Fund's Principal Financial and Accounting Officer to monitor the performance of all services provided by the Independent Auditors and to determine whether such services are in compliance with this Policy. The Fund's Principal Financial and Accounting Officer will report to the Audit Committee on a periodic basis on the results of its monitoring. Both the Fund's Principal Financial and Accounting Officer and management will immediately report to the Chairperson of the Audit Committee any breach of this Policy that comes to the attention of the Fund's Principal Financial and Accounting Officer or any member of management.
9. Additional Requirements
The Audit Committee has determined to take additional measures on an annual basis to meet its responsibility to oversee the work of the Independent Auditors and to assure the auditor's independence from the Fund, such as reviewing a formal written statement from the Independent Auditors delineating all relationships between the Independent Auditors and the Fund, consistent with the PCAOB's Ethics
A-3
and Independence Rule 3526, and discussing with the Independent Auditors its methods and procedures for ensuring independence.
10. Covered Entities
Covered Entities include the Fund's investment adviser(s) and any entity controlling, controlled by or under common control with the Fund's investment adviser(s) that provides ongoing services to the Fund(s). Beginning with non-audit service contracts entered into on or after May 6, 2003, the Fund's audit committee must pre-approve non-audit services provided not only to the Fund but also to the Covered Entities if the engagements relate directly to the operations and financial reporting of the Fund. This list of Covered Entities would include:
Morgan Stanley Funds
Morgan Stanley & Co. LLC
Morgan Stanley Investment Management Inc.
Morgan Stanley Investment Management Limited
Morgan Stanley Investment Management Private Limited
Morgan Stanley Asset & Investment Trust Management Co., Limited
Morgan Stanley Investment Management Company
Morgan Stanley Services Company, Inc.
Morgan Stanley Distribution, Inc.
Morgan Stanley AIP GP LP
Morgan Stanley Alternative Investment Partners LP
Morgan Stanley Smith Barney LLC
Morgan Stanley Capital Management LLC
Morgan Stanley Asia Limited
Morgan Stanley Services Group
A-4
EXHIBIT B
JOINT GOVERNANCE COMMITTEE CHARTER
OF THE
MORGAN STANLEY FUNDS
AS ADOPTED ON JULY 31, 2003
AND AS AMENDED ON
FEBRUARY 20, 2007, JUNE 17, 2010, JUNE 27 AND 28, 2012,
MAY 29, 2013, MAY 28, 2014, JUNE 9, 2015, JUNE 15, 2016,
SEPTEMBER 28, 2017, JUNE 14, 2018, DECEMBER 5, 2018,
DECEMBER 11, 2019, MARCH 4, 2021 AND SEPTEMBER 28, 2022
The Boards of Directors/Trustees (collectively, the "Board") of the registered investment companies (each a "Fund" and collectively, the "Funds") advised or managed by Morgan Stanley Investment Management Inc. and Morgan Stanley AIP GP LP (as listed in Exhibit A, as may be amended from time to time) have adopted and approved this Charter for the governance committee (the "Governance Committee") of the Board of the Funds.(1)
1. COMPOSITION
The Governance Committee shall be comprised of no fewer than one Trustee of the Board. Governance Committee members shall be designated by the full Board, and the manner of selection of the Governance Committee Chairperson shall also be designated by the full Board. From time to time the Chairman of the Board may participate in and vote at Governance Committee meetings. The Chairperson, his/her designee or a designee of a Committee member shall set the agenda for, and preside at, each meeting of the Governance Committee and shall engage in such other activities on behalf of the Governance Committee as shall be determined from time to time by the Governance Committee.
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: (1) is independent as defined the relevant exchange's listed company manual; (2) is not an "interested person" as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act"); and (3) does not accept, directly or indirectly, any consulting, advisory or other compensatory fee from the Fund or their investment adviser or any affiliated person of the adviser, other than fees from the Fund for serving as a member of the Board or Committees of the Board. Such independent directors or trustees are referred to herein as the "Independent Trustees."
2. MEETINGS OF THE GOVERNANCE COMMITTEE
The Governance Committee may fix its own rules of procedure, which shall be consistent with the Fund's organizational documents and this Governance Committee Charter. The Governance Committee, in its discretion, may request 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.
(1) This Joint Governance Committee Charter has been adopted by each Fund. Solely for the sake of clarity and simplicity, this Joint Governance Committee Charter has been drafted as if there is a single Fund, a single Governance Committee and a single Board. The terms "Governance Committee," "Trustees" and "Board" mean the Governance Committee, Trustees and the Board of each Fund, respectively, unless the context otherwise requires. The Governance Committee, Trustees and the Board of each Fund, however, shall act separately and in the best interests of its respective Fund.
Exhibit B-1
The Governance Committee shall meet independently at each regularly scheduled Board meeting and at such other times as deemed appropriate by the Governance Committee but no less frequently than four times per year. Members of the Governance Committee may participate in a meeting of the Governance Committee by means of conference call or similar communications equipment, including but not limited to Zoom or other video conference applications, by means of which all persons participating in such meeting can hear each other.
3. AUTHORITY
The Governance Committee shall have the authority to carry out its duties and responsibilities as set forth in this Joint Governance Committee Charter.
4. GOALS, DUTIES AND RESPONSIBILITIES OF THE GOVERNANCE COMMITTEE
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.
a. Board Candidates and Nominees
In carrying out its mission to evaluate the suitability of potential candidates for election to the Board and function as the nominating committee and compensation committee for purposes of the relevant exchange's listed company manual and recommend candidates for nomination by the Independent Trustees, the Governance Committee shall have the following goals and responsibilities with respect to Board candidates and nominees:
i. evaluate the suitability of potential trustee/director candidates proposed by Trustees, shareholders or others; and
ii. recommend, for nomination by the Independent Trustees, candidates for election as an Independent Trustee by the shareholders or appointment by the Board, as the case may be, pursuant to the Fund's organizational documents. Persons recommended by the Governance Committee shall 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 Fund, including, when applicable, to enhance the ability of committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law, regulation or any listing requirements of the relevant exchange as applicable to the Fund;
b. Selection, Nomination of Committee Members
In carrying out its mission to appoint members of each standing committee and sub-committee of the Board, the Governance Committee shall appoint members of each standing committee and sub-committee of the Board, and may appoint persons as chairperson and, if desired, deputy chairperson, of each such committee and sub-committee in consultation with the Board. Evaluation by the Governance Committee of a person as a potential committee or sub-committee member shall include the factors set forth above under "Board Candidates and Nominees," to the extent that such factors are applicable or relevant. An individual may be nominated to serve on more than one committee or sub-committee of the Board.
Exhibit B-2
c. Corporate Governance
In carrying out its mission to 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 or sub-committee policies and procedures, the Governance Committee shall have the following goals and principles with respect to Board corporate governance:
i. monitor corporate governance principles for the Fund, which shall be consistent with any applicable laws, regulations and listing standards, considering, but not limited to, the following:
(1) trustee/director qualification standards to reflect the independence requirements of the Sarbanes-Oxley Act of 2002, as amended ("SOX Act") and the rules thereunder, the 1940 Act, and the relevant exchange;
(2) trustee/director duties and responsibilities;
(3) trustee/director access to management, and, as necessary and appropriate, independent advisers; and
(4) trustee/director orientation and continuing education;
ii. review periodically the corporate governance principles adopted by the Board to assure that they are appropriate for the Fund and comply with the requirements of SOX Act, the 1940 Act and the relevant exchange, and to recommend any desirable changes to the Board; and
iii. consider other corporate governance issues that arise from time to time, and to develop appropriate recommendations for the Board.
d. Periodic Evaluations
In carrying out its mission to oversee periodic evaluations of the Board and any Committees of the Board, 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 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.
Exhibit B-3
5. AUTHORITY TO ENGAGE INDEPENDENT COUNSEL AND ADVISERS
The Governance Committee is authorized to: (a) engage independent counsel to the Funds' independent Directors/Trustees, and other advisers, as it determines to be necessary to carry out its duties; and (b) require the Funds to provide appropriate funding, as determined by the Governance Committee, for payment of compensation to the independent counsel and other advisers.
6. INTERIM ACTIONS BY THE GOVERNANCE COMMITTEE
From time to time, the Governance Committee may delegate to the Chairperson or other designated Governance Committee member the responsibility to act, on an interim basis between meetings of the Governance Committee or Board, on governance related matters, provided that the Governance Committee or Board is not required by this Joint Governance Committee Charter or law to take such actions. In addition, interim actions may be taken by written consent of the Governance Committee. All other interim actions by the Chairperson or his/her designee not taken by consent or delegation will be submitted for ratification at the next meeting of the Governance Committee.
7. MINUTES OF MEETINGS; REPORTING TO THE BOARD
The Governance Committee shall cause to be made and kept minutes of its meetings. The Governance Committee shall report to the Board its activities, findings and recommendations.
8. REVIEW OF JOINT GOVERNANCE COMMITTEE CHARTER
The Governance Committee shall review this Joint Governance Committee Charter at least annually, and shall recommend any changes to the Board. This Joint Governance Committee Charter may be amended only by the Board, with the approval of a majority of the Independent Trustees.
Exhibit B-4
| EVERY VOTE IS IMPORTANT MORGAN STANLEY CHINA A SHARE FUND, INC.
PO Box 43131
Providence, RI 02940-3131
EASY VOTING OPTIONS:
Please detach at perforation before mailing.
PROXY MORGAN STANLEY CHINA A SHARE FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 22, 2023
This proxy is solicited on behalf of the Board of Directors of Morgan Stanley China A Share Fund, Inc. (the “Fund”)
The undersigned hereby constitutes and appoints John H. Gernon, Mary E. Mullin, Michael J. Key and Francesca Mead, and any of them, as proxies for the
undersigned, with full power of substitution and resubstitution, and hereby authorizes said proxies, and any of them, to represent and vote, as designated on the
reverse side, all shares of common stock of the Fund, held of record by the undersigned on April 6, 2023 at the Annual Meeting of Stockholders to be held at 522
Fifth Avenue, 3rd Floor, Conference Room 3F, New York, NY 10036, on June 22, 2023 at 8:30 a.m., New York time, and at any adjournments or postponements
thereof. The undersigned hereby revokes any and all proxies with respect to such shares heretofore given by the undersigned.
This proxy card, when properly executed, will be voted in the manner directed herein by the undersigned stockholder, and, in the discretion of such
proxies, upon any and all other matters as may properly come before the meeting or any adjournment or postponement thereof. If no direction is made,
this proxy will be voted “FOR” the Proposal.
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1 - 8 0 0 - 3 3 7 - 3 5 0 3
CAF_33295_050423
xxxxxxxxxxxxxx code
VOTE BY MAIL
Vote, sign and date this Proxy Card
and return in the postage-paid
envelope
VOTE ON THE INTERNET
Log on to:
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or scan the QR code
Follow the on-screen instructions
available 24 hours
VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours
VOTE IN PERSON
Attend Stockholder Meeting
522 Fifth Avenue, 3rd Floor,
Conference Room 3F,
New York, NY 10036
On June 22, 2023.
23-14757-1 C2.1 P2 |
| FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
EVERY STOCKHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on June 22, 2023.
The Joint Proxy Statement for this meeting is available at: https://www.proxy-direct.com/mor-33295
Please detach at perforation before mailing.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X
A Proposal THE BOARD RECOMMENDS THAT YOU CAST YOUR VOTE “FOR” THE PROPOSAL AS DESCRIBED IN THE JOINT PROXY STATEMENT.
1. Election of Directors Nominees:
Class I
01. Frances L. Cashman 02. Kathleen A. Dennis 03. Joseph J. Kearns
04. Patricia A. Maleski
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box
“FOR ALL EXCEPT” and write the nominee’s number on the line provided below.
B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below
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,
guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box
Scanner bar code
xxxxxxxxxxxxxx CAF 33295 xxxxxxxx
/ /
23-14757-1 C2.1 P3 |
| 1-800-454-8683
BROADRIDGE CORPORATE ISSUER SOLUTIONS
PO BOX 1342T., SUITE 1300
BRENTWOOD, NY 11717
06/22/23 at 08:30 A.M. EDT
MORGAN STANLEY CHINA A SHARE FD INC COM
MORGAN STANLEY CHINA A SHARE FD INC COM
Scan to view materials and vote via smartphone.
Vote must be received by 06/21/2023 to be counted.
U42932 11
1472 0797 1913 7481
23-14757-1 C2.1 P4 |
| 1-800-454-8683
BROADRIDGE CORPORATE ISSUER SOLUTIONS
PO BOX 1342T., SUITE 1300
BRENTWOOD, NY 11717
06/22/23 at 08:30 A.M. EDT
MORGAN STANLEY CHINA A SHARE FD INC COM
MORGAN STANLEY CHINA A SHARE FD INC COM
Scan to view materials and vote via smartphone.
Vote must be received by 06/21/2023 to be counted.
U42932 11
1472 0797 1913 7481
23-14757-1 C2.1 P5 |
| HHSTS4
23-14757-1 C2.1 P6 |
| EVERY VOTE IS IMPORTANT MORGAN STANLEY EMERGING MARKETS
DOMESTIC DEBT FUND, INC.
PO Box 43131
Providence, RI 02940-3131
EASY VOTING OPTIONS:
Please detach at perforation before mailing.
PROXY MORGAN STANLEY EMERGING MARKETS DOMESTIC DEBT FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 22, 2023
This proxy is solicited on behalf of the Board of Directors of Morgan Stanley Emerging Markets Domestic Debt Fund, Inc. (the “Fund”)
The undersigned hereby constitutes and appoints John H. Gernon, Mary E. Mullin, Michael J. Key and Francesca Mead, and any of them, as proxies for the
undersigned, with full power of substitution and resubstitution, and hereby authorizes said proxies, and any of them, to represent and vote, as designated on the
reverse side, all shares of common stock of the Fund, held of record by the undersigned on April 6, 2023 at the Annual Meeting of Stockholders to be held at 522
Fifth Avenue, 3rd Floor, Conference Room 3F, New York, NY 10036, on June 22, 2023 at 8:30 a.m., New York time, and at any adjournments or postponements
thereof. The undersigned hereby revokes any and all proxies with respect to such shares heretofore given by the undersigned.
This proxy card, when properly executed, will be voted in the manner directed herein by the undersigned stockholder, and, in the discretion of such
proxies, upon any and all other matters as may properly come before the meeting or any adjournment or postponement thereof. If no direction is made,
this proxy will be voted “FOR” the Proposal.
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1 - 8 0 0 - 3 3 7 - 3 5 0 3
EDD_33295_050423
xxxxxxxxxxxxxx code
VOTE BY MAIL
Vote, sign and date this Proxy Card
and return in the postage-paid
envelope
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours
VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours
VOTE IN PERSON
Attend Stockholder Meeting
522 Fifth Avenue, 3rd Floor,
Conference Room 3F,
New York, NY 10036
On June 22, 2023.
23-14757-1 C2.1 P15 |
| 1-800-454-8683
BROADRIDGE CORPORATE ISSUER SOLUTIONS
PO BOX 1342T., SUITE 1300
BRENTWOOD, NY 11717
06/22/23 at 08:30 A.M. EDT
MS EMERGING MKTS DOMESTIC DEBT FD, INC.
MS EMERGING MKTS DOMESTIC DEBT FD, INC.
Scan to view materials and vote via smartphone.
Vote must be received by 06/21/2023 to be counted.
U42933 11
1472 0797 1023 4781
23-14757-1 C2.1 P7 |
| 1-800-454-8683
BROADRIDGE CORPORATE ISSUER SOLUTIONS
PO BOX 1342T., SUITE 1300
BRENTWOOD, NY 11717
06/22/23 at 08:30 A.M. EDT
MS EMERGING MKTS DOMESTIC DEBT FD, INC.
MS EMERGING MKTS DOMESTIC DEBT FD, INC.
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Vote must be received by 06/21/2023 to be counted.
U42933 11
1472 0797 1023 4781
23-14757-1 C2.1 P8 |
| HHSTS4
23-14757-1 C2.1 P9 |
| EVERY VOTE IS IMPORTANT MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.
PO Box 43131
Providence, RI 02940-3131
EASY VOTING OPTIONS:
Please detach at perforation before mailing.
PROXY MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 22, 2023
This proxy is solicited on behalf of the Board of Directors of Morgan Stanley Emerging Markets Debt Fund, Inc. (the “Fund”)
The undersigned hereby constitutes and appoints John H. Gernon, Mary E. Mullin, Michael J. Key and Francesca Mead, and any of them, as proxies for the
undersigned, with full power of substitution and resubstitution, and hereby authorizes said proxies, and any of them, to represent and vote, as designated on the
reverse side, all shares of common stock of the Fund, held of record by the undersigned on April 6, 2023 at the Annual Meeting of Stockholders to be held at 522
Fifth Avenue, 3rd Floor, Conference Room 3F, New York, NY 10036, on June 22, 2023 at 8:30 a.m., New York time, and at any adjournments or postponements
thereof. The undersigned hereby revokes any and all proxies with respect to such shares heretofore given by the undersigned.
This proxy card, when properly executed, will be voted in the manner directed herein by the undersigned stockholder, and, in the discretion of such
proxies, upon any and all other matters as may properly come before the meeting or any adjournment or postponement thereof. If no direction is made,
this proxy will be voted “FOR” the Proposal.
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1 - 8 0 0 - 3 3 7 - 3 5 0 3
MSD_33295_050423
xxxxxxxxxxxxxx code
VOTE BY MAIL
Vote, sign and date this Proxy Card
and return in the postage-paid
envelope
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours
VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours
VOTE IN PERSON
Attend Stockholder Meeting
522 Fifth Avenue, 3rd Floor,
Conference Room 3F,
New York, NY 10036
On June 22, 2023.
23-14757-1 C2.1 P13 |
| 1-800-454-8683
BROADRIDGE CORPORATE ISSUER SOLUTIONS
PO BOX 1342T., SUITE 1300
BRENTWOOD, NY 11717
06/22/23 at 08:30 A.M. EDT
MS EMERGING MARKETS DEBT FUND, INC. COM
MS EMERGING MARKETS DEBT FUND, INC. COM
Scan to view materials and vote via smartphone.
Vote must be received by 06/21/2023 to be counted.
U42934 11
1472 0797 1133 2091
23-14757-1 C2.1 P10 |
| 1-800-454-8683
BROADRIDGE CORPORATE ISSUER SOLUTIONS
PO BOX 1342T., SUITE 1300
BRENTWOOD, NY 11717
06/22/23 at 08:30 A.M. EDT
MS EMERGING MARKETS DEBT FUND, INC. COM
MS EMERGING MARKETS DEBT FUND, INC. COM
Scan to view materials and vote via smartphone.
Vote must be received by 06/21/2023 to be counted.
U42934 11
1472 0797 1133 2091
23-14757-1 C2.1 P11 |
| HHSTS4
23-14757-1 C2.1 P12 |
| FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
EVERY STOCKHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on June 22, 2023.
The Joint Proxy Statement for this meeting is available at: https://www.proxy-direct.com/mor-33295
Please detach at perforation before mailing.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X
A Proposal THE BOARD RECOMMENDS THAT YOU CAST YOUR VOTE “FOR” THE PROPOSAL AS DESCRIBED IN THE JOINT PROXY STATEMENT.
1. Election of Directors Nominees:
Class I
01. Frances L. Cashman 02. Kathleen A. Dennis 03. Joseph J. Kearns
04. Patricia A. Maleski
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box
“FOR ALL EXCEPT” and write the nominee’s number on the line provided below.
B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below
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,
guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box
Scanner bar code
xxxxxxxxxxxxxx MSD 33295 xxxxxxxx
/ /
23-14757-1 C2.1 P14 |
| FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
EVERY STOCKHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on June 22, 2023.
The Joint Proxy Statement for this meeting is available at: https://www.proxy-direct.com/mor-33295
Please detach at perforation before mailing.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X
A Proposal THE BOARD RECOMMENDS THAT YOU CAST YOUR VOTE “FOR” THE PROPOSAL AS DESCRIBED IN THE JOINT PROXY STATEMENT.
1. Election of Directors Nominees:
Class I
01. Frances L. Cashman 02. Kathleen A. Dennis 03. Joseph J. Kearns
04. Patricia A. Maleski
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box
“FOR ALL EXCEPT” and write the nominee’s number on the line provided below.
B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below
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,
guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box
Scanner bar code
xxxxxxxxxxxxxx EDD 33295 xxxxxxxx
/ /
23-14757-1 C2.1 P16 |
| EVERY VOTE IS IMPORTANT MORGAN STANLEY INDIA INVESTMENT FUND, INC.
PO Box 43131
Providence, RI 02940-3131
EASY VOTING OPTIONS:
Please detach at perforation before mailing.
PROXY MORGAN STANLEY INDIA INVESTMENT FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 22, 2023
This proxy is solicited on behalf of the Board of Directors of Morgan Stanley India Investment Fund, Inc. (the “Fund”)
The undersigned hereby constitutes and appoints John H. Gernon, Mary E. Mullin, Michael J. Key and Francesca Mead, and any of them, as proxies for the
undersigned, with full power of substitution and resubstitution, and hereby authorizes said proxies, and any of them, to represent and vote, as designated on the
reverse side, all shares of common stock of the Fund, held of record by the undersigned on April 6, 2023 at the Annual Meeting of Stockholders to be held at 522
Fifth Avenue, 3rd Floor, Conference Room 3F, New York, NY 10036, on June 22, 2023 at 8:30 a.m., New York time, and at any adjournments or postponements
thereof. The undersigned hereby revokes any and all proxies with respect to such shares heretofore given by the undersigned.
This proxy card, when properly executed, will be voted in the manner directed herein by the undersigned stockholder, and, in the discretion of such
proxies, upon any and all other matters as may properly come before the meeting or any adjournment or postponement thereof. If no direction is made,
this proxy will be voted “FOR” the Proposal.
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1 - 8 0 0 - 3 3 7 - 3 5 0 3
IIF_33295_050423
xxxxxxxxxxxxxx code
VOTE BY MAIL
Vote, sign and date this Proxy Card
and return in the postage-paid
envelope
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours
VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours
VOTE IN PERSON
Attend Stockholder Meeting
522 Fifth Avenue, 3rd Floor,
Conference Room 3F,
New York, NY 10036
On June 22, 2023.
23-14757-1 C2.1 P17 |
| FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
EVERY STOCKHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on June 22, 2023.
The Joint Proxy Statement for this meeting is available at: https://www.proxy-direct.com/mor-33295
Please detach at perforation before mailing.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X
A Proposal THE BOARD RECOMMENDS THAT YOU CAST YOUR VOTE “FOR” THE PROPOSAL AS DESCRIBED IN THE JOINT PROXY STATEMENT.
1. Election of Directors Nominees:
Class II
01. Nancy C. Everett 02. Eddie A. Grier
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box
“FOR ALL EXCEPT” and write the nominee’s number on the line provided below.
B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below
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,
guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box
Scanner bar code
xxxxxxxxxxxxxx IIF 33295 xxxxxxxx
/ /
23-14757-1 C2.1 P18 |
| 1-800-454-8683
BROADRIDGE CORPORATE ISSUER SOLUTIONS
PO BOX 1342T., SUITE 1300
BRENTWOOD, NY 11717
06/22/23 at 08:30 A.M. EDT
MORGAN STANLEY INDIA INV FD, INC COMMON
MORGAN STANLEY INDIA INV FD, INC COMMON
Scan to view materials and vote via smartphone.
Vote must be received by 06/21/2023 to be counted.
U42935 11
1472 0797 1243 9401
23-14757-1 C2.1 P19 |
| 1-800-454-8683
BROADRIDGE CORPORATE ISSUER SOLUTIONS
PO BOX 1342T., SUITE 1300
BRENTWOOD, NY 11717
06/22/23 at 08:30 A.M. EDT
MORGAN STANLEY INDIA INV FD, INC COMMON
MORGAN STANLEY INDIA INV FD, INC COMMON
Scan to view materials and vote via smartphone.
Vote must be received by 06/21/2023 to be counted.
U42935 11
1472 0797 1243 9401
23-14757-1 C2.1 P20 |
| HHSTS4
23-14757-1 C2.1 P21 |
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