Morgan Stanley Investment
Management Equity Proxy Voting
Policy and Procedures
MARCH 14, 2024

I. GENERAL PROXY VOTING GUIDELINES
Morgan Stanley Investment Management (“MSIM”) and its
affiliates1 will vote proxies in a prudent and diligent mannerand in the best interests of clients in accordance with theirfiduciary duties, including beneficiaries of and participantsin a client’s benefit plan(s) for which MSIM manages assets,consistent with the objective of maximizing long-term
investment returns (“Client Proxy Standard”) and this Policy.2
MSIM has a decentralized approach towards investment
management, consisting of independent investment teams.
Accordingly, this Policy serves as guidance for MSIM
investment teams addressing a broad range of issues, andgeneral voting parameters on proposals that arise mostfrequently.
MSIM investment teams endeavor to integrate this Policy
with their investment goals and client expectations, using
their vote to encourage portfolio companies to enhancelong-term shareholder value and to provide a high standardof transparency such that equity markets can value corporate
assets appropriately.
As such, MSIM investment teams seek to follow the Client
Proxy Standard for each client. At times, this may result in
split votes, for example when different vehicles/products andclients have varying economic interests and / or priorities
reflected in their mandates with respect to the outcome of aparticular voting matter.
VOTING PROXIES FOR CERTAIN NON-U.S. COMPANIES - Voting

proxies of companies located in some jurisdictions may
involve several problems that can restrict or prevent the ability
to vote such proxies or entail significant costs. These problems
include, but are not limited to: (i) proxy statements andballots being written in a language other than English; (ii)untimely and/or inadequate notice of shareholder meetings;(iii) restrictions on the ability of holders outside the issuer’s
jurisdiction of organization to exercise votes; (iv) requirements
to vote proxies in person; (v) the imposition of restrictions
on the sale of the securities for a period of time in proximity
to the shareholder meeting; and (vi) requirements to provide
local agents with power of attorney to facilitate our voting
instructions. As a result, we vote clients’ non-U.S. proxies ona best efforts basis only, after weighing the costs and benefitsof voting such proxies, consistent with the Client Proxy
Standard. Institutional Shareholder Services (“ISS”) has beenretained to provide assistance in connection with voting
non-U.S. proxies.
SECURITIES LENDING - MS Funds or any other investment

vehicle sponsored, managed or advised by an MSIM affiliate
may participate in a securities lending program through athird party provider. The voting rights for shares that areout on loan are transferred to the borrower and therefore,
the lender (i.e., an MS Fund or another investment vehicle
sponsored, managed or advised by an MSIM affiliate) is notentitled to vote the lent shares at the company meeting.
However, in certain circumstances a portfolio manager
may seek to recall shares for the purposes of voting. In thisevent, the handling of such recall requests would be on a best
efforts basis.
A. ROUTINE MATTERS

We generally support routine management proposals. The
following are examples of routine management proposals:•

Approval of financial statements and auditor reports if
delivered with an unqualified auditor’s opinion.

The MSIM entities covered by this Equity Proxy Voting Policy and Procedures (the “Policy”) currently include the following: Morgan Stanley AIP GP LP,
Morgan Stanley Investment Management Inc., Morgan Stanley Investment Management Limited, Morgan Stanley Investment Management Company,
Morgan Stanley Saudi Arabia, MSIM Fund Management (Ireland) Limited, Morgan Stanley Asia Limited, Morgan Stanley Investment Management (Japan)
Co. Limited, Morgan Stanley Investment Management Private Limited, Morgan Stanley Eaton Vance CLO Manager LLC, Morgan Stanley Eaton Vance
CLO CM LLC and FundLogic SAS (each an “MSIM Affiliate” and collectively referred to as the “MSIM Affiliates” or as “we” below).
1

This Policy does not apply to MSIM’s authority to exercise certain decision-making rights associated with investments in loans and other fixed-income
instruments (collectively, “Fixed Income Instruments”). Instead, MSIM’s Policy for Exercising Consents Related to Fixed Income Instruments applies to
MSIM’s exercise of discretionary authority or other investment management services, to the extent MSIM has been granted authority to exercise consents
for an account with respect to any Fixed Income Instruments held therein.
2

EQUIT Y PROX Y VOTING POLICY AND PROCEDURES•

General updating/corrective amendments to the charter,
articles of association or bylaws, unless we believe that such
amendments would diminish shareholder rights.

Most proposals related to the conduct of the annual meeting,with the following exceptions. We generally oppose proposals
that relate to “the transaction of such other business which
may come before the meeting,” and open-ended requests foradjournment. However, where management specifically states
the reason for requesting an adjournment and the requested
adjournment would facilitate passage of a proposal that would
otherwise be supported under this Policy (i.e., an uncontested
corporate transaction), the adjournment request will besupported. We do not support proposals that allow companies
to call a special meeting with a short (generally two weeks orless) time frame for review. We generally support shareholder
proposals advocating confidential voting procedures andindependent tabulation of voting results.
MSIM is supportive of the use of technology to conduct
virtual shareholder meetings in parallel with physicalmeetings, for increased investor participation. However,adoption of a ‘virtual-only’ approach would restrict
meaningful exchange between the company andshareholders. Therefore, MSIM is generally not supportiveof proposals seeking authority to conduct virtual-only
shareholder meetings.
B. BOARD OF DIRECTORS
1. 	 ELECTION OF DIRECTORS: Votes on board nominees caninvolve balancing a variety of considerations. In votedecisions, we may take into consideration whether thecompany has a majority voting policy in place that we
believe makes the director vote more meaningful. In theabsence of a proxy contest, we generally support the board’s
nominees for director except as follows:a. We consider withholding support from or voting
against a nominee if we believe a direct conflict exists
between the interests of the nominee and the public
shareholders, including failure to meet fiduciarystandards of care and/or loyalty. We may oppose
directors where we conclude that actions of directors are
unlawful, unethical or negligent. We consider opposing
individual board members or an entire slate if we believe
the board is entrenched and/or dealing inadequately
with performance problems; if we believe the board
is acting with insufficient independence between theboard and management; or if we believe the board has
not been sufficiently forthcoming with information on
key governance or other matters we believe could be
financially material.
b. We consider withholding support from or voting againstinterested directors if the company’s board does notmeet market standards for director independence, or if
otherwise we believe board independence is insufficient.
We refer to prevalent market standards as promulgatedby a stock exchange or other authority within a given
market (e.g., New York Stock Exchange or Nasdaq rules

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MORGAN STANLEY INVESTMENT MANAGEMENT

for most U.S. companies, and The Combined Code on
Corporate Governance in the United Kingdom). Thus,
for an NYSE company with no controlling shareholder,we would expect that at a minimum a majority of
directors should be independent as defined by NYSE.
Where we view market standards as inadequate, we
may withhold votes based on stronger independence
standards. Market standards notwithstanding, we
generally do not view long board tenure alone as a basis
to classify a director as non-independent.
i. At a company with a shareholder or group that
controls the company by virtue of a majority
economic interest in the company, we have a reduced
expectation for board independence, although we
believe the presence of independent directors can be
helpful, particularly in staffing the audit committee,
and at times we may withhold support from orvote against a nominee on the view the board or its
committees are not sufficiently independent. However,in markets where board independence is not the norm,
we consider factors including whether a board of acontrolled company includes independent members
who can be expected to look out for interests ofminority holders.
ii. We consider withholding support from or voting
against a nominee if he or she is affiliated with amajor shareholder that has representation on a board
disproportionate to its economic interest.
c. Depending on market standards, we consider
withholding support from or voting against a nominee
who is interested and who is standing for election as amember of the company’s compensation/remuneration,
nominating/governance or audit committee.
d. We consider withholding support from or voting against
nominees if the term for which they are nominatedis excessive. We consider this issue on a marketspecific basis.
e. We consider withholding support from or voting against
nominees if in our view there has been insufficientboard renewal (turnover), particularly in the context ofextended poor company performance. Also, if the board
has failed to consider diversity, including but not limited
to, gender and ethnicity, in its board composition.
f. We consider withholding support from or voting
against a nominee standing for election if the board
has not taken action to implement generally accepted
governance practices for which there is a “bright line”
test. For example, in the context of the U.S. market,
failure to eliminate a dead hand or slow hand poison
pill would be seen as a basis for opposing one or moreincumbent nominees.
g. In markets that encourage designated audit committee
financial experts, we consider voting against membersof an audit committee if no members are designatedas such. We also consider voting against the audit

EQUIT Y PROX Y VOTING POLICY AND PROCEDURES

committee members if the company has faced financial
reporting issues and/or does not put the auditor up for
ratification by shareholders.
h. We believe investors should have the ability to vote on
individual nominees, and may abstain or vote against aslate of nominees where we are not given the opportunity
to vote on individual nominees.
i. We consider withholding support from or voting against
a nominee who has failed to attend at least 75% of thenominee’s board and board committee meetings within agiven year without a reasonable excuse. We also consider
opposing nominees if the company does not meet market
standards for disclosure on attendance.
j. We consider withholding support from or voting against
a nominee who appears overcommitted, particularly
through service on an excessive number of boards.
Market expectations are incorporated into this analysis;
for U.S. boards, we generally oppose election of anominee who serves on more than four public company
boards (excluding investment companies), or publiccompany CEOs that serve on more than two outsideboards given level of time commitment required in theirprimary job.
k. We consider withholding support from or voting against
a nominee where we believe executive remuneration
practices are poor, particularly if the company does
not offer shareholders a separate “say-on-pay” advisory
vote on pay.
2. 	 DISCHARGE OF DIRECTORS’ DUTIES: In markets where anannual discharge of directors’ responsibility is a routine
agenda item, we generally support such discharge. However,
we may vote against discharge or abstain from voting
where there are serious findings of fraud or other unethicalbehavior for which the individual bears responsibility. The
annual discharge of responsibility represents shareholder
approval of disclosed actions taken by the board during theyear and may make future shareholder action against theboard difficult to pursue.

3. 	 BOARD INDEPENDENCE: We generally support U.S.

shareholder proposals requiring that a certain percentage(up to 66⅔%) of the company’s board members be
independent directors, and promoting all-independent
audit, compensation and nominating/governancecommittees.

4. 	 BOARD DIVERSITY: We believe that board diversity is apotentially financially material issue. As such we generally
support shareholder proposals urging diversity of board
membership with respect to gender, race or other factors
where we believe the board has failed to take these factors
into account. We will also consider not supporting there-election of the nomination committee and / or chair (orother resolutions when the nomination chair is not up for
re-election) where we perceive limited progress in gender
diversity, with the expectation where feasible and withconsideration of any idiosyncrasies of individual markets,that female directors represent not less than a third of
the board, unless there is evidence that the company has
made significant progress in this area. In markets where
information on director ethnicity is available, and it is legal
to obtain it, and where it is relevant, we will generally also
consider not supporting the re-election of the nominationcommittee chair (or other resolutions when the nomination
chair is not up for re-election) if the board lacks ethnic
diversity and has not outlined a credible diversity strategy.
5. 	 MAJORITY VOTING: We generally support proposals

requesting or requiring majority voting policies in electionof directors, so long as there is a carve-out for plurality
voting in the case of contested elections.

6. 	 PROXY ACCESS: We consider proposals on proceduresfor inclusion of shareholder nominees and to have thosenominees included in the company’s proxy statement andon the company’s proxy ballot on a case-by-case basis.
Considerations include ownership thresholds, holding
periods, the number of directors that shareholders may
nominate and any restrictions on forming a group.

7. 	 REIMBURSEMENT FOR DISSIDENT NOMINEES: We generally

support well-crafted U.S. shareholder proposals thatwould provide for reimbursement of dissident nominees
elected to a board, as the cost to shareholders in electing
such nominees can be factored into the voting decision on
those nominees.

8. 	 PROPOSALS TO ELECT DIRECTORS MORE FREQUENTLY:

In the U.S. public company context, we usually support
shareholder and management proposals to elect all directors
annually (to “declassify” the board), although we make an
exception to this policy where we believe that long-term
shareholder value may be harmed by this change given
particular circumstances at the company at the time ofthe vote on such proposal. As indicated above, outside theUnited States we generally support greater accountability
to shareholders that comes through more frequent director
elections, but recognize that many markets embrace longer
term lengths, sometimes for valid reasons given otheraspects of the legal context in electing boards.
9. 	 CUMULATIVE VOTING: We generally support proposals

to eliminate cumulative voting in the U.S. market
context. (Cumulative voting provides that shareholders
may concentrate their votes for one or a handful ofcandidates, a system that can enable a minority bloc toplace representation on a board.) U.S. proposals to establish
cumulative voting in the election of directors generally will
not be supported.

10. 	 SEPARATION OF CHAIRMAN AND CEO POSITIONS: We voteon shareholder proposals to separate the Chairman
and CEO positions and/or to appoint an independent
Chairman based in part on prevailing practice in particularmarkets, since the context for such a practice varies. In
many non-U.S. markets, we view separation of the roles
as a market standard practice, and support division of the
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3EQUIT Y PROX Y VOTING POLICY AND PROCEDURES

roles in that context. In the United States, we consider suchproposals on a case-by-case basis, considering, among otherthings, the existing board leadership structure, company
performance, and any evidence of entrenchment orperceived risk that power is overly concentrated in a single
individual.

not exceed 100% of shares currently authorized and at least
30% of the total new authorization will be outstanding.
(We consider proposals that do not meet these criteria on acase-by-case basis.)•

U.S. management proposals to create a new class ofpreferred stock or for issuances of preferred stock up to
50% of issued capital, unless we have concerns about use of
the authority for anti-takeover purposes.

•

Proposals in non-U.S. markets that in our view
appropriately limit potential dilution of existing
shareholders. A major consideration is whether existing
shareholders would have preemptive rights for any issuanceunder a proposal for standing share issuance authority. We
generally consider market-specific guidance in making
these decisions; for example, in the U.K. market we usuallyfollow Association of British Insurers’ (“ABI”) guidance,
although company-specific factors may be considered andfor example, may sometimes lead us to voting against shareauthorization proposals even if they meet ABI guidance.

•

Management proposals to authorize share repurchaseplans, except in some cases in which we believe there areinsufficient protections against use of an authorization foranti-takeover purposes.

•

Management proposals to reduce the number of authorizedshares of common or preferred stock, or to eliminate classes
of preferred stock.

•

Management proposals to effect stock splits.

•

Management proposals to effect reverse stock splits if
management proportionately reduces the authorized shareamount set forth in the corporate charter. Reverse stock
splits that do not adjust proportionately to the authorizedshare amount generally will be approved if the resulting
increase in authorized shares coincides with the proxyguidelines set forth above for common stock increases.

•

Management dividend payout proposals, except where weperceive company payouts to shareholders as inadequate.

11. 	DIRECTOR RETIREMENT AGE AND TERM LIMITS: Proposals

setting or recommending director retirement ages ordirector term limits are voted on a case-by-case basis that
includes consideration of company performance, the rateof board renewal, evidence of effective individual director
evaluation processes, and any indications of entrenchment.

12. 	 PROPOSALS TO LIMIT DIRECTORS’ LIABILITY AND/OR
BROADEN INDEMNIFICATION OF OFFICERS AND DIRECTORS:Generally, we will support such proposals provided that anindividual is eligible only if he or she has not acted in bad
faith, with gross negligence or with reckless disregard of
their duties.
C. STATUTORY AUDITOR BOARDS

The statutory auditor board, which is separate from the mainboard of directors, plays a role in corporate governance inseveral markets. These boards are elected by shareholders toprovide assurance on compliance with legal and accounting
standards and the company’s articles of association. We
generally vote for statutory auditor nominees if they meet
independence standards. In markets that require disclosure
on attendance by internal statutory auditors, however, weconsider voting against nominees for these positions who
failed to attend at least 75% of meetings in the previous year.
We also consider opposing nominees if the company does notmeet market standards for disclosure on attendance.
D. CORPORATE TRANSACTIONS AND PROXY FIGHTS

We examine proposals relating to mergers, acquisitions andother special corporate transactions (i.e., takeovers, spinoffs, sales of assets, reorganizations, restructurings andrecapitalizations) on a case-by-case basis in the interests ofeach fund or other account. Proposals for mergers or othersignificant transactions that are friendly and approved by
the Research Providers usually are supported if there is no
portfolio manager objection. We also analyze proxy contests
on a case-by-case basis.
E. CHANGES IN CAPITAL STRUCTURE

2. 	 We generally oppose the following (notwithstanding

management support):•

Proposals to add classes of stock that would substantiallydilute the voting interests of existing shareholders.

•

Proposals to increase the authorized or issued number ofshares of existing classes of stock that are unreasonably
dilutive, particularly if there are no preemptive rights forexisting shareholders. However, depending on market
practices, we consider voting for proposals giving generalauthorization for issuance of shares not subject to pre-emptive
rights if the authority is limited.

•

Proposals that authorize share issuance at a discount tomarket rates, except where authority for such issuance isde minimis, or if there is a special situation that we believe
justifies such authorization (as may be the case, for example,
at a company under severe stress and risk of bankruptcy).

1. 	 We generally support the following:

4•

Management and shareholder proposals aimed ateliminating unequal voting rights, assuming fair economic
treatment of classes of shares we hold.

•U.S. management proposals to increase the authorization ofexisting classes of common stock (or securities convertible
into common stock) if: (i) a clear business purpose isstated that we can support and the number of sharesrequested is reasonable in relation to the purpose for whichauthorization is requested; and/or (ii) the authorization does

MORGAN STANLEY INVESTMENT MANAGEMENTEQUIT Y PROX Y VOTING POLICY AND PROCEDURES•

Proposals relating to changes in capitalization by
100% or more.

We consider on a case-by-case basis shareholder proposals toincrease dividend payout ratios, in light of market practiceand perceived market weaknesses, as well as individualcompany payout history and current circumstances. For
example, currently we perceive low payouts to shareholders
as a concern at some Japanese companies, but may deema low payout ratio as appropriate for a growth company
making good use of its cash, notwithstanding the broader
market concern.

provided that the proposal: (i) defines greenmail; (ii)prohibits buyback offers to large block holders (holders ofat least 1% of the outstanding shares and in certain cases,
a greater amount) not made to all shareholders or not
approved by disinterested shareholders; and (iii) contains noanti-takeover measures or other provisions restricting therights of shareholders.
7. 	 BUNDLED PROPOSALS: We may consider opposing or

abstaining on proposals if disparate issues are “bundled”
and presented for a single vote.

G. AUDITORS
F. TAKEOVER DEFENSES AND SHAREHOLDER RIGHTS
1. 	 SHAREHOLDER RIGHTS PLANS: We generally support

proposals to require shareholder approval or ratification ofshareholder rights plans (poison pills). In voting on rights
plans or similar takeover defenses, we consider on a caseby-case basis whether the company has demonstrated aneed for the defense in the context of promoting long-term
share value; whether provisions of the defense are in linewith generally accepted governance principles in the market(and specifically the presence of an adequate qualified
offer provision that would exempt offers meeting certain
conditions from the pill); and the specific context if the
proposal is made in the midst of a takeover bid or contest
for control.

2. 	 SUPERMAJORITY VOTING REQUIREMENTS: We generally

oppose requirements for supermajority votes to amend thecharter or bylaws, unless the provisions protect minority
shareholders where there is a large shareholder. In linewith this view, in the absence of a large shareholder wesupport reasonable shareholder proposals to limit suchsupermajority voting requirements. Also, we oppose
provisions that do not allow shareholders any right toamend the charter of bylaws.

3. 	 SHAREHOLDERS RIGHT TO CALL A SPECIAL MEETING: We

We generally support management proposals for selection
or ratification of independent auditors. However, we may
consider opposing such proposals with reference to incumbent
audit firms if the company has suffered from serious
accounting irregularities and we believe rotation of the audit
firm is appropriate, or if fees paid to the auditor for nonaudit-related services are excessive. Generally, to determine if
non-audit fees are excessive, a 50% test will be applied (i.e.,
non-audit-related fees should be less than 50% of the total
fees paid to the auditor). We generally vote against proposals
to indemnify auditors.
H. EXECUTIVE AND DIRECTOR REMUNERATION
1. 	 We generally support the following:•

Proposals for employee equity compensation plans andother employee ownership plans, provided that our researchdoes not indicate that approval of the plan would beagainst shareholder interest. Such approval may be against
shareholder interest if it authorizes excessive dilution andshareholder cost, particularly in the context of high usage(“run rate”) of equity compensation in the recent past; or if
there are objectionable plan design and provisions.

•

Proposals relating to fees to outside directors, provided theamounts are not excessive relative to other companies in
the country or industry, and provided that the structure isappropriate within the market context. While stock-based
compensation to outside directors is positive if moderate
and appropriately structured, we are wary of significant
stock option awards or other performance-based awards
for outside directors, as well as provisions that could resultin significant forfeiture of value on a director’s decision to
resign from a board (such forfeiture can undercut director
independence).

•

Proposals for employee stock purchase plans that permit
discounts, but only for grants that are part of a broadbased employee plan, including all non-executive
employees, and only if the discounts are limited to areasonable market standard or less.

•

Proposals for the establishment of employee retirement
and severance plans, provided that our research does
not indicate that approval of the plan would be against
shareholder interest.

consider proposals to enhance a shareholder’s rights tocall meetings on a case-by-case basis. At large-cap U.S.
companies, we generally support efforts to establish theright of holders of 10% or more of shares to call special
meetings, unless the board or state law has set a policy orlaw establishing such rights at a threshold that we believe tobe acceptable.

4. 	 WRITTEN CONSENT RIGHTS: In the U.S. context, we examine

proposals for shareholder written consent rights on acase-by-case basis.

5. 	 REINCORPORATION: We consider management andshareholder proposals to reincorporate to a different
jurisdiction on a case-by-case basis. We oppose suchproposals if we believe the main purpose is to takeadvantage of laws or judicial precedents that reduceshareholder rights.

6. 	 ANTI-GREENMAIL PROVISIONS: Proposals relating to theadoption of anti-greenmail provisions will be supported,

MORGAN STANLEY INVESTMENT MANAGEMENT

5EQUIT Y PROX Y VOTING POLICY AND PROCEDURES

2. 	 We generally oppose retirement plans and bonuses for

non-executive directors and independent statutory auditors.

3. 	In the U.S. context, we generally vote against shareholder

proposals requiring shareholder approval of all severance
agreements, but we generally support proposals that require
shareholder approval for agreements in excess of three times
the annual compensation (salary and bonus) or proposals
that require companies to adopt a provision requiring
an executive to receive accelerated vesting of equity
awards if there is a change of control and the executive isterminated. We generally oppose shareholder proposals
that would establish arbitrary caps on pay. We consider
on a case-by-case basis shareholder proposals that seek tolimit Supplemental Executive Retirement Plans (SERPs),
but support such shareholder proposals where we consider
SERPs excessive.

4. 	Shareholder proposals advocating stronger and/or particular

pay-for-performance models will be evaluated on a caseby-case basis, with consideration of the merits of theindividual proposal within the context of the particularcompany and its labor markets, and the company’s current
and past practices. While we generally support emphasis
on long-term components of senior executive pay andstrong linkage of pay to performance, we consider factors
including whether a proposal may be overly prescriptive,
and the impact of the proposal, if implemented as written,
on recruitment and retention.

5. 	We generally support proposals advocating reasonablesenior executive and director stock ownership guidelines
and holding requirements for shares gained in executive
equity compensation programs.

6. 	We generally support shareholder proposals for reasonable“claw-back” provisions that provide for company recoveryof senior executive bonuses to the extent they were based onachieving financial benchmarks that were not actually met
in light of subsequent restatements.

7. 	 Management proposals effectively to re-price stock options

are considered on a case-by-case basis. Considerations include
the company’s reasons and justifications for a re-pricing, thecompany’s competitive position, whether senior executives andoutside directors are excluded, potential cost to shareholders,
whether the re-pricing or share exchange is on a value-for-value
basis, and whether vesting requirements are extended.

8. 	Say-on-Pay: We consider proposals relating to anadvisory vote on remuneration on a case-by-case basis.
Considerations include a review of the relationshipbetween executive remuneration and performance based on
operating trends and total shareholder return over multiple
performance periods. In addition, we review remuneration
structures and potential poor pay practices, including
relative magnitude of pay, discretionary bonus awards, tax
gross ups, change-in-control features, internal pay equity
and peer group construction. As long-term investors, we
support remuneration policies that align with long-term
shareholder returns.

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MORGAN STANLEY INVESTMENT MANAGEMENT

I. SOCIAL AND ENVIRONMENTAL ISSUES

Shareholders in the United States and certain othermarkets submit proposals encouraging changes in company
disclosure and practices related to particular social andenvironmental matters. Relevant social and environmental
issues, including principal adverse sustainability impacts,
may influence long-term risk and return. Consequently,
investment teams may consider how to vote on proposals
related to social and environmental issues on a case-by-casebasis by determining the extent to which they believe thesocial and environmental issues identified in the proposal
could impact shareholder value. In reviewing proposals onsuch issues, investment teams may consider the financial
materiality, including the company’s exposure to the risk oropportunity, the management of such issues and a company’s
current disclosures. In assessing and prioritizing proposals,
we carefully reflect on the potential financial materialityof the issues as well as the sector and geography in which
the company operates. We also consider the explanationcompanies provide where they may depart from best practiceto assess the adequacy and appropriateness of measures thatare in place. Investment teams may seek to balance concerns
on reputational, operational, litigation and other risks thatlie behind a proposal against costs of implementation,
while considering appropriate shareholder and management
prerogatives. Investment teams may abstain from voting on
proposals that do not have a readily determinable financial
impact on shareholder value and may oppose proposals
that intrude excessively on management prerogatives and/or board discretion. Investment teams may generally voteagainst proposals requesting reports or actions they believe
are duplicative, related to matters not considered by theinvestment team to be financially material to the business,or that would impose unnecessary or excessive costs. We
consider proposals on these sustainability risks, opportunities
and impacts on a case-by-case basis but generally support
proposals that seek to enhance useful disclosure. We focus
on understanding the company’s business and commercial
context and recognise that there is no one size fits all that canapply to all companies.
ENVIRONMENTAL ISSUES:

We generally support proposals that, if implemented,
would enhance useful disclosure on climate, biodiversity,and other environmental risks, such as disclosures alignedwith SASB (Sustainability Accounting Standards Board)and the TCFD (Task Force on Climate-related Financial
Disclosures) for companies for which such issues may befinancially material. We also generally support proposals
that aim to ensure companies communicate credibly on theircommitments to manage reputational risks. As such, we
generally support proposals that aim to encourage companies
to use independently verified Science Based Targets toensure emissions are in line with the Paris Agreement on
Climate Change, which should ultimately help companies
who seek to manage long-term climate-related risks do soin a way that remains credible. We generally will support
reasonable proposals to reduce negative environmental

EQUIT Y PROX Y VOTING POLICY AND PROCEDURES

impacts and ameliorate a company’s overall environmental
footprint, including any threats to biodiversity in ecologicallysensitive areas. We generally will also support proposals
asking companies to report on their environmental practices,
policies and impacts, including environmental damage andhealth risks resulting from operations, and the impact ofenvironmental liabilities on shareholder value.
SOCIAL ISSUES:

We generally support proposals that, if implemented, would
enhance useful disclosure on employee and board diversity,
including gender, race, and other factors, for companies
where such issues could be considered by the investment
teams as financially material. We consider proposals on othersocial issues on a case-by-case basis but generally support
proposals that:• Seek to enhance useful disclosure or improvements onmaterial issues such as human rights risks, supply chain
management. workplace safety, human capital management
and pay equity in line with local rules.
• Encourage policies to eliminate gender-based violence andother forms of harassment from the workplace.
• Seek disclosure of relevant diversity policies and meaningful
workforce diversity data, including EEO-1 data.
We consider proposals on other social issues on a case-bycase basis but generally support proposals that: Seek toenhance transparency through disclosures on supply chain
management, particularly in cases where this is a financiallymaterial risk.
We may consider withholding support where we have material
concerns in relation to a company’s involvement/remediationof a breach of global conventions such as UN Global Compact
Principles on Human Rights, Labour Standards, Environment
and Business Malpractice.
J. FUNDS OF FUNDS

Certain MS Funds advised by an MSIM Affiliate invest onlyin other MS Funds. If an underlying fund has a shareholder
meeting, in order to avoid any potential conflict of interest,
such proposals will be voted in the same proportion as thevotes of the other shareholders of the underlying fund, unlessotherwise determined by the Proxy Review Committee. In
markets where proportional voting is not available we will
not vote at the meeting, unless otherwise determined by
the Proxy Review Committee. Other MS Funds invest in
unaffiliated funds. If an unaffiliated underlying fund has ashareholder meeting and the MS Fund owns more than 25%of the voting shares of the underlying fund, the MS Fund
will vote its shares in the unaffiliated underlying fund in thesame proportion as the votes of the other shareholders of theunderlying fund to the extent possible.
VOTING CONDITIONS TRIGGERED UNDER RULE 12D1-4

Rule 12d1-4 sets forth the conditions under which a registeredfund (“acquiring fund”) may invest in excess of the statutory
limits of Section 12(d)(1) of the 1940 Act (for example byowning more than 3% of the total outstanding voting stock)in another registered fund (“acquired fund”). In the event thata Morgan Stanley “acquiring fund” invests in an “acquiredfund” in reliance on Rule 12d1-4 under the 1940 Act, and the
MS Fund and its “advisory group” (as defined in Rule 12d1-4)
hold more than (i) 25% of the total outstanding voting stockof a particular open-end fund (including ETFs) or (ii) 10% of
the total outstanding voting stock of a particular closed-end
fund, the Morgan Stanley “acquiring fund” and its “advisorygroup” will be required to vote all shares of the open- or
closed-end fund held by the fund and its “advisory group” inthe same proportion as the votes of the other shareholders of
the open- or closed-end fund.
Because MSIM and Eaton Vance are generally consideredpart of the same “advisory group,” an Eaton Vance “acquiringfund” that is required to comply with the voting conditions
set forth in Rule 12d1-4 could potentially implicate voting
conditions for a MS Fund invested in the same open- or
closed-end fund as the Eaton Vance “acquiring fund.” The
Committee will be notified by Compliance if the conditions
are triggered for a particular open- or closed-end fund holding
in an MS Fund. In the event that the voting conditions inRule 12d1-4 are triggered, please refer to the Morgan Stanley
Funds Fund of Funds Investment Policy for specificinformation on Rule 12d1-4 voting requirements
and exceptions.
II. ADMINISTRATION OF THE POLICY
The MSIM Proxy Review Committee (the “Committee”) has
overall responsibility for the Policy. The Committee consistsof investment professionals who represent the different
investment disciplines and geographic locations of MSIM,
and is chaired by the director of the Global StewardshipTeam (“GST”). Because proxy voting is an investment
responsibility and may affect shareholder value, and becauseof their knowledge of companies and markets as well as theirunderstanding of their clients’ objectives, portfolio managers
and other members of investment staff play a key role inproxy voting, individual investment teams are responsible fordetermining decisions on proxy votes and may, where relevant,consult the GST. The GST administers and implements
the Policy, as well as monitoring services provided by theproxy advisory firms, third-party proxy engagements andother research providers used in the proxy voting process. As
noted below, certain ETFs will follow Calvert’s Proxy Voting
Policy and Procedures, which is administered by Calvert’s
Proxy Voting and Engagement Department and overseen by
Calvert’s Proxy Voting and Engagement Committee. The
GST periodically monitors Calvert’s proxy voting with respect
to securities held by the ETFs.
The GST Director is responsible for identifying issues that
require Committee deliberation or ratification. The GST,
working with advice of investment teams, is responsible
for voting on routine items and on matters that can beaddressed in line with these Policy guidelines. The GST has
responsibility for voting case-by-case where guidelines andprecedent provide adequate guidance.
MORGAN STANLEY INVESTMENT MANAGEMENT

7

EQUIT Y PROX Y VOTING POLICY AND PROCEDURES

The Committee may periodically review and may amend,
as necessary, the Policy and establish and direct voting
positions consistent with the Client Proxy Standard following
consultation and approval from the investment teams.
GST and members of the Committee may take into accountResearch Providers’ recommendations and research as well as
any other relevant information they may request or receive,
including portfolio manager and/or analyst comments andresearch, as applicable. Generally, proxies related to securities
held in client accounts that are managed pursuant toquantitative, index or index-like strategies (“Index Strategies”)
will be voted in the same manner as those held in actively
managed accounts, unless economic interests or investment
guidelines of the accounts differ. Because accounts managed
using Index Strategies are passively managed accounts,
research from portfolio managers and/or analysts related tosecurities held in these accounts may not be available. If theaffected securities are held only in accounts that are managed
pursuant to Index Strategies, and the proxy relates to a matterthat is not described in this Policy, the GST will consider all
available information from the Research Providers, and to theextent that the holdings are significant, from the portfolio
managers and/or analysts.
A. COMMITTEE PROCEDURES

The Committee meets at least quarterly, and reviews andconsiders changes to the Policy at least annually. The
Committee will review developing issues, as appropriate, as
requested by the GST.
B. MATERIAL CONFLICTS OF INTEREST

In addition to the procedures discussed above, if the GST
Director determines that an issue raises a material conflict ofinterest, the GST Director may request a special committee(“Special Committee”) to review, and recommend a course ofaction with respect to, the conflict(s) in question.
A potential material conflict of interest could exist in thefollowing situations, among others:
1. 	 The issuer soliciting the vote is a client of MSIM oran affiliate of MSIM and the vote is on a matter thatmaterially affects the issuer.

2. 	 The proxy relates to Morgan Stanley common stock or any

other security issued by Morgan Stanley or its affiliates
except if echo voting is used, as with MS Funds, as
described herein.

3. 	 Morgan Stanley has a material pecuniary interest in thematter submitted for a vote (e.g., acting as a financial
advisor to a party to a merger or acquisition for which
Morgan Stanley will be paid a success fee if completed).

4. 	 One of Morgan Stanley’s independent directors or one of

MS Funds’ directors also serves on the board of directors
or is a nominee for election to the board of directors of acompany held by an MS Fund or affiliate.

8

MORGAN STANLEY INVESTMENT MANAGEMENT

If the GST Director determines that an issue raises a potential
material conflict of interest, depending on the facts andcircumstances, the issue will be addressed as follows:
1. 	 If the matter relates to a topic that is discussed in thisPolicy, the proposal will be voted as per the Policy.

2. 	 If the matter is not discussed in this Policy or the Policy

indicates that the issue is to be decided case-by-case,the proposal will be voted in a manner consistent with
the Research Providers, provided that all the Research
Providers consulted have the same recommendation, no
portfolio manager objects to that vote, and the vote isconsistent with MSIM’s Client Proxy Standard.

3. 	 If the Research Providers’ recommendations differ, theGST Director will refer the matter to a Special Committee
to vote on the proposal, as appropriate.

Any Special Committee shall be comprised of the GST
Director, and at least two portfolio managers (preferably
members of the Committee), as approved by the Committee.
The GST Director may request non-voting participation
by MSIM’s General Counsel or his/her designee and theChief Compliance Officer or his/her designee. In addition
to the research provided by Research Providers, the Special
Committee may request analysis from MSIM Affiliate
investment professionals and outside sources to the extent it
deems appropriate.
C. PROXY VOTING REPORTING

The GST will document in writing all Committee and Special
Committee decisions and actions, which documentation will
be maintained by the GST for a period of at least six years. To
the extent these decisions relate to a security held by an MS
Fund, the GST will report the decisions to each applicable
Board of Trustees/Directors of those MS Funds (the “Board”)
at each Board’s next regularly scheduled Board meeting. The
report will contain information concerning decisions madeduring the most recently ended calendar quarter immediately
preceding the Board meeting.
In addition, to the extent that Committee and Special
Committee decisions and actions relate to a security heldby other pooled investment vehicles, the GST will report
the decisions to the relevant governing board of the pooled
investment vehicle. MSIM will promptly provide a copy ofthis Policy to any client requesting it.
MSIM will also, upon client request, promptly provide areport indicating how each proxy was voted with respect tosecurities held in that client’s account.
MSIM’s Legal Department, in conjunction with GST and
GST IT for MS Fund reporting and with the AIP investment
team for AIP Closed-End 40 Act Fund reporting, is
responsible for filing an annual Form N-PX on behalf of each
MS Fund and AIP Closed-End 40 Act Fund for which such
filing is required, indicating how all proxies were voted withrespect to each such fund’s holdings.

EQUIT Y PROX Y VOTING POLICY AND PROCEDURES

Also, MSIM maintains voting records of individual agenda
items a company meetings in a searchable database on its
website on a rolling 12-month basis.
In addition, ISS provides vote execution, reporting andrecordkeeping services to MSIM.
D. RETENTION AND OVERSIGHT OF PROXY ADVISORY FIRMS

ISS and Glass Lewis (together with other proxy research
providers as we may retain from time to time, the “Research
Providers”) are independent advisers that specialize inproviding a variety of fiduciary-level proxy-related services
to institutional investment managers, plan sponsors,custodians, consultants, and other institutional investors.
The services provided include in-depth research, global
issuer analysis, record retention, ballot processing and voting
recommendations.
To facilitate proxy voting MSIM has retained Research
Providers to provide company level reports thatsummarize key data elements contained within an issuer’s
proxy statement. Although we are aware of the voting
recommendations included in the Research Providers’company level reports, these recommendations are not an
input into our vote nor is any potential vote prepopulated
based on a Research Provider’s research. MSIM votes all
proxies based on its own proxy voting policies, consultation
with the investment teams, and in the best interests of eachclient. In addition to research, MSIM retains ISS to provide
vote execution, reporting, and recordkeeping services.
As part of MSIM’s ongoing oversight of the Research
Providers, MSIM performs periodic due diligence on the
Research Providers. Topics of the reviews include, but are notlimited to, conflicts of interest, methodologies for developing
their policies and vote recommendations, and resources.

V. P
 OLICY STATEMENTThe Policy, with respect to securities held in the accountsof clients applies to those MSIM entities that provide
discretionary investment management services and for which
an MSIM entity has authority to vote proxies. For purposesof this Policy, clients shall include: Morgan Stanley U.S.
registered investment companies, other Morgan Stanley
pooled investment vehicles, and MSIM separately managed
accounts (including accounts for Employee Retirement
Income Security (“ERISA”) clients and ERISA-equivalentclients). This Policy is reviewed and updated as necessary toaddress new and evolving proxy voting issues and standards.
Each MSIM Affiliate will use its best efforts to vote proxies
as part of its authority to manage, acquire and dispose ofaccount assets.
• ith respect to the U.S. registered investment companies
W
sponsored, managed or advised by any MSIM Affiliate(the “MS Funds”), each MSIM Affiliate will vote proxies
under this Policy pursuant to authority granted under its
applicable investment advisory agreement or, in the absenceof such authority, as authorized by the Board of Directors/
Trustees of the MS Funds.

•

 or other pooled investment vehicles (e.g., UCITS), each
F
MSIM Affiliate will vote proxies under this Policy pursuant
to authority granted under its applicable investment
advisory agreement or, in the absence of such authority, as
authorized by the relevant governing board.

• or separately managed accounts (including ERISA andF
ERISA-equivalent clients), each MSIM Affiliate will voteproxies under this Policy pursuant to authority granted
under the applicable investment advisory agreement orinvestment management agreement. Where an MSIM
Affiliate has the authority to vote proxies on behalf of
ERISA and ERISA-equivalent clients, the MSIM Affiliate
must do so in accordance with its fiduciary duties under
ERISA (and the Internal Revenue Code).

•I n certain situations, a client or its fiduciary may reserve
the authority to vote proxies for itself or an outside party or
may provide an MSIM Affiliate with a statement of proxyvoting policy. The MSIM Affiliate will comply with theclient’s policy.

•

 ertain ETFs will follow Calvert’s Global Proxy Voting
C
Guidelines set forth in Appendix A of Calvert’s Proxy
Voting Policies and Procedures and the proxy voting
guidelines discussed below do not apply to such ETFs.
See Appendix A of Calvert’s Proxy Voting Policies andProcedures for a general discussion of the proxy voting
guidelines to which these ETFs will be subject.

III. RECORDKEEPING
Records are retained in accordance with Morgan Stanley’s
Global Information Management Policy, which establishes
general Firm-wide standards and procedures regarding
the retention, handling, and destruction of official books
and records and other information of legal or operationalsignificance. The Global Information Management Policy
incorporates Morgan Stanley’s Master Retention Schedule,
which lists various record classes and associated retention
periods on a global basis.
IV. R
 ETENTION AND OVERSIGHT OF OUTSOURCED
PROXY VOTING
Certain MSIM exchange-traded funds (“ETFs”) will follow
Calvert Research and Management’s (“Calvert”) Proxy
Voting Policies and Procedures and the Global Proxy Voting
Guidelines set forth in Appendix A of the Calvert Proxy
Voting Policies and Procedures. MSIM’s oversight of Calvert’s
proxy voting engagement is ongoing pursuant to the 40 Act
Fund Service Provider and Vendor Oversight Policy.

An MSIM Affiliate will not vote proxies unless the investment
management agreement, investment advisory agreement orother authority explicitly authorizes the MSIM Affiliate tovote proxies.
In addition to voting proxies of portfolio companies, MSIM
routinely engages with, or, in some cases, may engage a third
MORGAN STANLEY INVESTMENT MANAGEMENT

9EQUIT Y PROX Y VOTING POLICY AND PROCEDURES

party to engage with, the management or board of companies
in which we invest on a range of environmental, social andgovernance issues. Governance is a window into or proxyfor management and board quality. MSIM engages withcompanies where we have larger positions, voting issues arematerial or where we believe we can make a positive impact
on the governance structure. MSIM’s engagement process,through private communication with companies, allows us tounderstand the governance structures at investee companies
and better inform our voting decisions. In certain situations,a client or its fiduciary may provide an MSIM Affiliate witha proxy voting policy. In these situations, the MSIM Affiliate
will comply with the client’s policy.
APPENDIX A
Appendix A applies to the following accounts managed by
Morgan Stanley AIP GP LP (i) closed-end funds registeredunder the Investment Company Act of 1940, as amended;(ii) discretionary separate accounts; (iii) unregistered funds;and (iv) non-discretionary accounts offered in connection
with AIP’s Custom Advisory Portfolio Solutions service.
Generally, AIP will follow the guidelines set forth in Section
II of MSIM’s Proxy Voting Policy and Procedures. To theextent that such guidelines do not provide specific direction,
or AIP determines that consistent with the Client Proxy
Standard, the guidelines should not be followed, the Proxy
Review Committee has delegated the voting authority tovote securities held by accounts managed by AIP to theFund of Hedge Funds investment team, the Private Markets
investment team or the Portfolio Solutions team of AIP. A
summary of decisions made by the applicable investment
teams will be made available to the Proxy Review Committee
for its information at the next scheduled meeting of the Proxy
Review Committee.

© 2024 Morgan Stanley.

In certain cases, AIP may determine to abstain fromdetermining (or recommending) how a proxy should bevoted (and therefore abstain from voting such proxy or
recommending how such proxy should be voted), such aswhere the expected cost of giving due consideration to theproxy does not justify the potential benefits to the affectedaccount(s) that might result from adopting or rejecting (as thecase may be) the measure in question.
WAIVER OF VOTING RIGHTS

For regulatory reasons, AIP may either 1) invest in a class of
securities of an underlying fund (the “Fund”) that does notprovide for voting rights; or 2) waive 100% of its voting rights
with respect to the following:
1. 	 Any rights with respect to the removal or replacement of

a director, general partner, managing member or otherperson acting in a similar capacity for or on behalf of
the Fund (each individually a “Designated Person,” andcollectively, the “Designated Persons”), which may include,
but are not limited to, voting on the election or removalof a Designated Person in the event of such Designated
Person’s death, disability, insolvency, bankruptcy,
incapacity, or other event requiring a vote of interest holdersof the Fund to remove or replace a Designated Person; and2. 	 Any rights in connection with a determination to renew,

dissolve, liquidate, or otherwise terminate or continue theFund, which may include, but are not limited to, voting
on the renewal, dissolution, liquidation, termination orcontinuance of the Fund upon the occurrence of an event
described in the Fund’s organizational documents; provided,
however, that, if the Fund’s organizational documents
require the consent of the Fund’s general partner or manager,
as the case may be, for any such termination or continuationof the Fund to be effective, then AIP may exercise its voting
rights with respect to such matter.

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