Morgan Stanley Investment Management
Statement on Compliance with theHong Kong Stewardship Code
MARCH 2023

Morgan Stanley Investment Management(‘MSIM’) supports the aims of the sevenprinciples of the Hong Kong Stewardship Code(Principles of Responsible Ownership), publishedin March 2016. MSIM has always regarded
good corporate governance as fundamental toits business model and we continue to apply
high standards of corporate responsibility thatare broadly consistent with the spirit of theprinciples of the Hong Kong Stewardship Code.
MSIM in Hong Kong under Morgan Stanley
Asia Limited
The Hong Kong office is Morgan Stanley’s regional
headquarters for the Asia Pacific region. Since first opening
in Hong Kong in 1987, Morgan Stanley has expanded
to offer its complete range of products and services toclients across the region, including institutional securities,
corporate finance and advisory, private wealth management
and investment management.
MSIM’s business activities in Hong Kong are housed underMorgan Stanley Asia Limited. MSIM establishedthe Hong Kong office in the early 1990s to service Greater
China institutional clients and also expanded its footprintin the intermediary business with our Luxembourg domiciled
investment funds registration with the Hong Kong SFC
for public distribution.
MSIM’s investment management operations in Hong
Kong are part of MSIM’s global investment operations andfollow MSIM’s global standards and guidelines. MSIM’s
investment professionals in Hong Kong work closely withthe global investment teams located in Singapore, London,
New York etc. The investment professionals are supported

by IT, compliance and risk management teams located in
Hong Kong and by trading, operations, IT, compliance, risk
management and other supporting services teams located inSingapore, Mumbai and other global offices.
The work of MSIM’s Global Stewardship Team underpins
our dedication to ensuring shareholder engagement is effective
and works in the best interests of clients to improve the longterm returns from the companies in which we invest in on
their behalf. The team works closely with MSIM investment
personnel as needed on matters of proxy voting, environmental,social and governance analysis and engagement.
This document lists the seven principles set out in theHong Kong Stewardship Code and includes MSIM’s
response to these recommendations.
PRINCIPLE 1Investors should establish and report to theirstakeholders their policies for discharging theirownership responsibilities
MSIM’s policy on stewardship responsibilities is exploredin the MSIM Proxy Voting Policy and Procedures,and the MSIM Sustainable Investing Policy which
are reviewed at least annually. MSIM appreciates thatenvironmental, social and governance (“ESG”) factors canimpact long-term performance. Our investment teams
have a variety of methods for considering such factors,
including analysis of reputational risks and litigation andother exposures as an element of fundamental analysis. Our
portfolio managers review ESG factors at portfolio companies
through diligent attention to proxy voting responsibilities andengagement, for which MSIM’s Global Stewardship Team
provides central support.
MSIM has an established Global Stewardship Team,
comprised of six full-time professionals, who are responsiblefor the global proxy voting, engagement and environmental,social and governance initiatives across the MSIM and client
portfolios. The Global Stewardship Team conducts research,collaborates with portfolio managers and provides voting
recommendation on all company proxies.
To manage material ESG-related risks, the Global StewardshipTeam engages with company management at regular intervals,
including active dialogues where positions are significant
and issues are viewed as material. Our investment managers
regularly monitor and engage with companies in the normal
course of their investment process, and make use of the
Global Stewardship Team as needed. Topics of routine
engagements focus on governance best practices such as board
independence, succession planning, and executive pay. Othertopics of consideration include the company’s sustainability
initiatives and goals, shareholder proposals and culture. Inaddition, we selectively interact with company Boards ofDirectors when necessary and beneficial for shareholder value
or when we have substantive concerns.
The Proxy Review Committee is responsible for the oversightof the Global Stewardship Team. Comprised of the heads ofGlobal Stewardship, and representatives for each of the equity
Portfolio Teams, the Proxy Review Committee is responsible
for the formulation and initial approval of the MSIM Proxy
Voting Policy and for review and ratification of specific votes,
such as material conflict of interest. The Committee meets atleast quarterly and reviews and considers changes to the Policy
at least annually.
PRINCIPLE 2

Investors should monitor and engage with theirinvestee companies
MSIM monitors equity portfolio companies at a minimum
with an equivalent frequency to a company’s annual
and special meetings, and is willing to engage in active
dialogues where positions are significant and issues areviewed as material. As noted in Principle 1, our fundamental
investment teams monitor and engage with companies
regularly in the normal course of their investment process,and may make use of the MSIM Global Stewardship Teamas needed. As would be expected, teams seek to identify
portfolio company problems at an early stage.

2MORGAN STANLEY INVESTMENT MANAGEMENT

MSIM at times interacts with external board members, throughcorrespondence, and/or meetings, but this activity is selective.
MSIM is prepared to meet with a company’s external directors
where such activity is judged as necessary and beneficial toshareholder value or when we have significant concerns. We
would like the board of directors to spend its time engaged in
substantive consideration of the strategy, management and risk
oversight of the company.
MSIM tracks all proxy votes, and has an internal system for
documenting vote rationale for votes requiring judgment. We
track company interactions for internal purposes related to proxyvoting. In addition, fundamental portfolio managers engage
portfolio companies frequently during the ordinary course of
their investment management activities.
In addition to our internal resources, MSIM uses MSCIESG Data and Sustainalytics to help identify potential ESG
related risks and factors at our portfolio companies. MSCIprovides MSIM with ESG Rating Reports and BusinessInvolvement Screening Research.
PRINCIPLE 3

Investors should establish clear policies on when they
will escalate their engagement activities
As previously stated in the Principles above, we engage withcompany management at regular intervals, including active
dialogues where positions are significant and issues are viewed
as material, and escalate issues to the Proxy Review Committee
when appropriate.
A majority of the Global Stewardship Team’s engagements
focuses on shareholder meetings and takes place during
proxy season. MSIM, company management and whenappropriate, a member or members of the Board of Directors
will participate in discussions concerning the company’s
proxy, including but not limited to executive compensation,board structure and shareholder proposals. In the event anengagement is required outside the normal proxy process, forexample due to a pending merger agreement or company event,MSIM, and when appropriate, members of the Proxy Review
Committee, may contact the company and request a meetingwith the appropriate management team and/or a member ormembers of the Board of Directors. We selectively interact withcompany Boards of Directors when necessary and beneficial forshareholder value or when we have substantive concerns.

PRINCIPLE 4

Investors should establish clear policies on voting
As discussed in Principles 1 and 7, MSIM has an internallydeveloped Proxy Voting Policy and Procedures, reviewed on
an annual basis by the Proxy Review Committee. MSIM
will vote proxies in a prudent and diligent manner andin the best interests of clients, including beneficiaries of,and participants in a client’s benefit plan(s) for which thesubadvisor manages assets, consistent with the objectiveof maximizing long-term investment returns. MSIM’s
Global Stewardship Team is responsible for consistently
applying the MSIM Proxy Voting Policy and Proceduresto proxy votes at issuer shareholder meetings. The MSIM
Voting Policy addresses a broad range of issues, andprovides general voting parameters on proposals that arise
most frequently. We endeavor to integrate governanceand proxy voting policy with investment goals, using thevote to encourage portfolio companies to enhance longterm shareholder value and to provide a high standard oftransparency such that equity markets can value corporate
assets appropriately.
Voting proxies of companies located in some jurisdictions
may involve several problems that can restrict or preventthe ability to vote such proxies or entail significant costs.
These problems include, but are not limited to: (i) proxystatements and ballots being written in a language otherthan English; (ii) untimely and/or inadequate notice ofshareholder meetings; (iii) restrictions on the ability ofholders 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 withpower of attorney to facilitate our voting instructions. As
a result, we vote clients’ non-U.S. proxies on a best efforts
basis only, after weighing the costs and benefits of voting
such proxies, consistent with the Client Proxy Standard. It
is MSIM practice not to disclose our votes until after thecompany has publicly disclosed their meeting results.
MSIM Funds or any other investment vehicle sponsored,
managed or advised by a MSIM affiliate may participate ina securities lending program through a third party provider.
The voting rights for shares that are out on loan aretransferred to the borrower and therefore, the lender (i.e.,a MSIM Fund or another investment vehicle sponsored,
managed or advised by a MSIM affiliate) is not entitled tovote the lent shares at the company meeting. In general,
MSIM believes the revenue received from the lending
program outweighs the ability to vote and we will not recall
shares for the purpose of voting. However, in cases in which
MSIM believes the right to vote outweighs the revenue
received, we reserve the right to recall the shares on loan ona best efforts basis.
MSIM obtains information on corporate governance, proxyvoting and selected social issues, and uses research froma variety of sources to inform its proxy voting decisions;these sources include: Institutional Shareholder Services(“ISS”) and Glass Lewis. The firm has retained ISS as its
proxy voting administrator. MSIM performs due diligence
reviews on the retained proxy advisors on an annual basis.
The review is conducted onsite by members of the Global
Stewardship Team and Compliance.
PRINCIPLE 5

Investors should be willing to act collectivelywith other investors when appropriate
MSIM is supportive of collective engagement where suchengagement appears necessary in order to materially enhance
portfolio values and where we can do so in a manner that isin full compliance with applicable laws, regulations andjudicial precedents with reference to such status. To date,
MSIM has not participated in a collective engagement withan individual company. We have neither approached or
been approached by other investors to participate in suchengagements. MSIM frequently engages with portfolio
companies and generally finds that these solo engagements
are the best way to articulate our views to a company consistent
with our clients’ needs.
MSIM’s decision to participate in collective engagement
will always consider the impact on our clients’. Other
considerations include, but are not limited to: interests ofMorgan Stanley, potential conflicts of interest, materialityof the issue, and probability of change.
MSIM is also a signatory to the Principles for Responsible
Investment and members of other international investor
networks in which we can collectively engage when appropriate.

MORGAN STANLEY INVESTMENT MANAGEMENT

3PRINCIPLE 6Investors should report to their stakeholders on how
they have discharged their ownership responsibilities
MSIM provides documents pertaining to our voting process
and voting reports to clients in many ways:•	The MSIM Proxy Voting Policy and Procedures isavailable at a client’s request and publicly available
by accessing the “About US” section on our website — ​www.morganstanley.com/im;•	Client’s may request proxy voting reporting at theportfolio level;• Client’s may request ESG reporting at the portfolio level;•	MSIM annually files form N-PX for all MSIM Funds, asrequired by the SEC. The records, for the period July 1
through June 30, are available on our website and on theSEC’s website at www.sec.gov;•	MSIM provides the voting records for the MSIM SICAVFunds on our UK website.
•	MSIM provides the voting records for Japanese companies
on our Asian website.
•	MSIM provides the voting records for Hong Kong listedcompanies on our Asian website.
PRINCIPLE 7

When investing on behalf of clients, investors shouldhave policies on managing conflicts of interests
The MSIM process for identifying potential material conflictsof interest situations is fully described in the MSIM Proxy
Policy and Procedures. According to Policy, MSIM’s Global
Stewardship Team has a process for identifying potential
material conflicts of interest, which include:•	Votes at issuers that are MSIM clients;•	Votes on Morgan Stanley common stock or any othersecurity issued by Morgan Stanley or its affiliates;•	Votes on merger and acquisition and related transactional
items at issuers that have been advised on the transactions
by Morgan Stanley;•	Votes on directors who also serve on the Morgan Stanleyboard, affiliate boards, or boards of our mutual funds; andMSIM records and tracks the conflict of interest and how theissues were handled. All such issues are also reported to the
Proxy Review Committee and, for their portfolio companies,
to relevant mutual fund boards, the latter on a quarterly basis.
MSIM discusses proxy voting issues, including handlingof conflicts of interest, with mutual fund boards at least
annually. MSIM memorializes conflict of interest issues in
the minutes of Proxy Review Committee meetings and will
disclose them to clients that hold the affected securities intheir accounts if requested.
MSIM aims to vote all shares in the best interest of ourclients. In the rare event that a client determines that its
interest requires a vote different from the recommendationof the Global Stewardship Team, MSIM, per our voting
policy, has the ability to vote that client’s shares per
their instructions.
At a firm level, Morgan Stanley has established procedures
intended to identify and mitigate conflicts of interest
related to business activities on a worldwide basis. A conflict
management officer for each business unit and/or region acts
as a focal point to identify and address potential conflicts ofinterest in their business area. When appropriate, there is anescalation process to senior management within the business
unit, and ultimately if necessary to firm management or
the firm’s franchise committees, for potentially significant
conflicts that cannot be resolved by the conflict management
officers or that otherwise require senior management review.
Morgan Stanley Investment Management is a signatoryof the Principles for Responsible Investing (UN PRI), UK
Stewardship Code, and Japan Stewardship Code.
If you have any questions on this document or theHong Kong Stewardship Code, please contact the MSIM
Stewardship Team at mbproxy@morganstanley.com.

Related Documents:• M organ Stanley Investment Management Proxy Voting
Policy and Procedures• M organ Stanley Investment Management Sustainable
Investing Policy•	Morgan Stanley Investment Management Engagement andStewardship Principles•	Votes at issuers or on proposals under special circumstances
requiring review of the Proxy Review Committee.

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