Morgan Stanley

Investment Management
Equity Proxy Voting
Policy and Procedures
April 2025
 EQUITY PROXY VOTING POLICY AND PROCEDURES (MSIM)

Contents

Introduction
A. Morgan Stanley Investment Management (MSIM) Approach to Proxy Voting 3
B. Applicability of Policy 3

Proxy Voting Procedures

A. Proprietary Proxy Voting System 3
B. Proxy Services Provided by Third Parties 3
C. Proxy Voting Operations 3
D. Proxy Voting Oversight 4
E. Securities Lending 4
F. Market and Operational Limitations 4
G. Conflicts of Interest 4
H. Proxy Voting Reporting & Recordkeeping 4
I. Review of Policy 5

MSIM Proxy Voting Guidelines

A. Board of Directors 5
B. Auditors 5
C. Executive & Director Compensation 6
D. Shareholder Rights and Defenses 6
E. Capital Structure 6
F. Corporate Transactions & Proxy Fights 7
G. Shareholder Proposals 7
EQUIT Y PROX Y VOTING POLICY AND PROCEDURES (MSIM)

INTRODUCTION and will vote the proxies in accordance with this Policy unless
otherwise agreed with the client.
This Proxy Voting Policy (“Policy”) sets out Morgan Stanley
Investment Management’s (“MSIM”)1 approach to Proxy Certain MSIM exchange-traded funds (“ETFs”) will follow
Voting, the procedures it follows with respect to Proxy Voting Calvert Research and Management’s (“Calvert”) Proxy
and the guidelines used to inform voting on key issues. The Voting Policies and Procedures and the Global Proxy Voting
Policy is reviewed annually and updated as necessary to Guidelines set forth in Appendix A of the Calvert Proxy
address new and evolving proxy voting issues and standards. Voting Policies and Procedures. MSIM’s oversight of Calvert’s
proxy voting engagement is ongoing pursuant to the 40 Act
A. MSIM APPROACH TO PROXY VOTING Fund Service Provider and Vendor Oversight Policy.
MSIM will vote proxies in a prudent and diligent manner
and in the best interests of clients in accordance with its PROXY VOTING PROCEDURES
fiduciary duties, consistent with the objectives of the relevant
investment strategy (“Client Proxy Standard”). MSIM will MSIM follows the following procedures when voting proxies:
generally seek to vote proxies in accordance with the Proxy
Voting Guidelines set out below. A. PROPRIETARY PROXY VOTING PLATFORM

MSIM uses a proprietary management system, Provosys3,

MSIM has a decentralized approach towards investment
when voting proxies. Provosys streamlines our proxy voting
management, consisting of independent investment teams.
process by providing a centralized platform for research, vote
Investment teams seek to integrate this Policy with their
instruction and management of conflicts of interests. We
investment goals and client expectations, using their vote
believe that the internal management of this process provides
to support sound corporate governance with the aim of
us with enhanced quality control, as well as oversight and
enhancing long-term shareholder value, providing a high
independence of the proxy administration process. Our
standard of transparency, and enhancing companies’
proprietary system also handles workflow around proxy
economic value. To that end, investment teams retain the
voting, documenting the views of various investment teams
overall vote decision. In some circumstances, MSIM may
and the GST where relevant.
further define guidelines that sit under this Policy providing
more details on company expectations and voting decisions
B. PROXY SERVICES PROVIDED BY THIRD PARTIES
applicable to certain strategies.
MSIM also retains the services of Institutional Shareholder
Under this Policy, proxy voting is led by our investment teams Services (“ISS”) and Glass Lewis (collectively, the “Proxy
with support from the Global Stewardship Team (“GST”). The Service Providers4”) for proxy vote execution, reporting,
GST supports investment teams to vote in accordance with record-keeping, and where appropriate, to provide company-
the Client Proxy Standard and comprises individuals who are level reports that summarize key data elements within an
separate from our investment teams. The GST is also responsible issuer’s proxy statement or on specific thematic/market topics.
for the consistent application of this Policy and the Proxy
Voting Guidelines and for providing voting recommendations MSIM performs periodic due diligence on the Proxy Service
to investment teams. The GST also oversees the proxy voting Providers as part of ongoing oversight. Topics of the reviews
operational processes, vote execution and research. include, but are not limited to, the Proxy Service Providers’
management of conflicts of interest, methodologies for
As a result of MSIM’s independent investment team structure, developing their policies and vote recommendations,
a situation may emerge in which different investment teams and resources.
have different views on how to vote the same proxy in the best
interest of their respective clients. Under these circumstances, C. PROXY VOTING OPERATIONS
each investment team will vote according to their views.
The GST5 is responsible for ensuring that voting instructions
from investment teams and clients (where applicable) are
B. APPLICABILITY OF POLICY
communicated to our Proxy Service Provider responsible for
This Policy2 applies to proxy voting activities across MSIM. proxy vote execution (currently, ISS serves in this capacity)
MSIM votes proxies on behalf of its sponsored funds and and that adequate controls are in place to ensure instructions
advisory clients that have granted it the authority to do so communicated electronically are accurately recorded in ISS

1
The MSIM entities covered by this Equity Proxy Voting Policy and 2
This Policy does not apply to MSIM’s authority to exercise certain
Procedures (the “Policy”) currently include the following: Morgan Stanley decision-making rights associated with investments in loans and other
AIP GP LP, Morgan Stanley Investment Management Inc., Morgan Stanley fixed-income instruments (collectively, “Fixed Income Instruments”).
Investment Management Limited, Morgan Stanley Investment Management Instead, MSIM’s Policy for Exercising Consents Related to Fixed Income
Company, Morgan Stanley Saudi Arabia, MSIM Fund Management (Ireland) Instruments applies to MSIM’s exercise of discretionary authority or other
Limited, Morgan Stanley Asia Limited, Morgan Stanley Investment investment management services, to the extent MSIM has been granted
Management (Japan) Co. Limited, Morgan Stanley Investment Management authority to exercise consents for an account with respect to any Fixed
Private Limited, Morgan Stanley Eaton Vance CLO Manager LLC, Eaton Income Instruments held therein.
Vance Management, Boston Management and Research, Eaton Vance Trust 3
Not applicable for Morgan Stanley AIP GP LP
Company, Eaton Vance Management (International) Limited, Eaton Vance 4
Not applicable for Morgan Stanley AIP GP LP
Advisers International Ltd, Morgan Stanley Eaton Vance CLO CM LLC and
FundLogic SAS (each an “MSIM Affiliate” and collectively referred to as the
5
Not applicable for Morgan Stanley AIP GP LP
“MSIM Affiliates” or as “we” below.)

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systems for execution (including scenarios where votes have MSIM may invest. Such potential conflicts of interest
been split because of client preference or differing investment involving divisions of Morgan Stanley outside MSIM are
team convictions). managed through the operation of various policies and
procedures, including (among others) those creating and
Additionally, the GST conducts monthly reviews of a vote
enforcing information barriers between MSIM and other
audit report provided by ISS, confirming the execution status
Morgan Stanley divisions.
for meetings and conducts ex-post reviews to confirm that ISS
has accurately implemented voting instructions. MSIM has also enacted policies and procedures to address
potential conflicts resulting from its own commercial or other
D. PROXY VOTING OVERSIGHT relationships and to manage conflicts of interests so that proxies
The Proxy Review Committee (“PRC”) has overall are voted in accordance with the Client Proxy Standard. The
responsibility for this Policy. The PRC consists of investment GST administers proxy voting Policy implementation and
professionals who represent the different investment is responsible for providing investment teams with voting
disciplines and/or geographic locations of MSIM and recommendations in accordance with this Policy and the Proxy
members of the GST. Additionally, the GST administers Voting Guidelines. In the event of a material conflict of interest
and implements the Policy through consultation with PRC not addressed by such policies and procedures , the Head of
members and MSIM investment teams, as well as monitors GST will convene a special committee to oversee how a proxy
services provided by the Proxy Service Providers and any other should be voted in accordance with the Client Proxy Standard.
research providers used in the proxy voting process. Any determinations of the special committee regarding a
material conflict of interest where appropriate will be reported
E. SECURITIES LENDING to the Fund Board.
Accounts or funds sponsored, managed, or advised by MSIM MSIM also faces potential conflicts of interest when voting
may participate in a securities lending program through a proxies of its parent company Morgan Stanley. In such
third-party provider. The voting rights for shares that are situations, MSIM will seek to vote its shares in the same
out on loan are transferred to the borrower and therefore, proportion as other holders of Morgan Stanley’s shares
the lender is not entitled to vote the lent shares at the (“echo vote”).
company meeting.
H. PROXY VOTING REPORTING & RECORDKEEPING
However, in certain circumstances a portfolio manager may
seek to recall shares for the purposes of voting. In this event, We will promptly provide a copy of this Policy to any client
the handling of such recall requests would be on a reasonable requesting it. We will also, upon client request, promptly
efforts basis. provide a report indicating how each proxy was voted with
respect to securities held in that client’s account. MSIM files
F. MARKET AND OPERATIONAL LIMITATIONS an annual Form N-PX on behalf of each MSIM affiliate
for which such filing is required, indicating how proxies
Voting proxies of companies located in some jurisdictions
were voted with respect to each MSIM affiliate fund’s or
may involve several issues that can restrict or prevent the
advisor’s holdings.
ability to vote such proxies or entail significant costs. These
issues include, but are not limited to: (i) proxy statements and The GST will maintain requisite proxy voting books and
ballots being written in a language other than English; (ii) records, including but not limited to: (1) proxy voting policies
untimely and/or inadequate notice of shareholder meetings; and procedures, (2) proxy statements received on behalf of
(iii) restrictions on the ability of holders outside the issuer’s client accounts, (3) proxies voted, (4) copies of any relevant
jurisdiction of the listing organization to exercise votes; (iv) research documents and (5) PRC and Special Committee
requirements to vote proxies in person; (v) the imposition of decisions and actions. This documentation will be maintained
restrictions on the sale of the securities for a period of time in for such period as required by relevant law and regulation.
proximity to the shareholder meeting; and (vi) requirements
MSIM also maintains rationales for its voting decisions at
to provide local agents with power of attorney to facilitate our
shareholder meetings (including votes against management) in
voting instructions.
a searchable database on an external website, which is updated
As a result, MSIM will use reasonable efforts to vote on a rolling 12-month basis.
clients’ non-U.S. proxies, after weighing the costs and
Records are retained in accordance with Morgan Stanley’s
benefits of voting such proxies, consistent with the Client
Global Information Management Policy, which establishes
Proxy Standard.
general Firm-wide standards and procedures regarding
the retention, handling, and destruction of official books
G. CONFLICTS OF INTEREST
and records and other information of legal or operational
MSIM is part of Morgan Stanley, a global financial services significance. The Global Information Management Policy
group, and, as such, MSIM faces potential conflicts due incorporates Morgan Stanley’s Master Retention Schedule,
to the role of other Morgan Stanley divisions which may which lists various record classes and associated retention
have commercial relationships with companies in which periods on a global basis.

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I. REVIEW OF POLICY be beneficial to balance new perspectives with industry

The PRC through consultation with PRC members, and in experience and knowledge. We generally expect the board
conjunction with the Legal and Compliance Division, reviews to be composed of directors with adequate skill sets and
this Policy annually to ensure that it remains consistent with diversity to provide oversight of the business, and in line
clients’ best interests, regulatory requirements, investment team with any local market regulations. Additionally, we expect
considerations, governance trends and industry best practices. the audit committee to have directors with appropriate
financial expertise to serve on the committee.
MSIM PROXY VOTING GUIDELINES 2.  BOARD INDEPENDENCE: We generally expect boards
to adhere at a minimum to their prevalent market or
MSIM6 (also defined as “We” within this section) will vote
regulatory standards on board independence. In most
proxies in a prudent and diligent manner and in the best
markets, a majority independent board is considered best
interests of clients in accordance with its fiduciary duties,
practice. When assessing independence of directors, we
consistent with the Client Proxy Standard.
may consider relevant circumstances and relationships with
Our proxy voting principles are rooted in the tenets of the company and related parties such as senior management
accountability, transparency and protection of shareholder or large shareholders.
rights. Stock ownership represents an opportunity to
In our experience, the right leadership structure is critical
participate in the economic rewards of a long-lived asset and
to a strong board. When voting on matters related to board
shareholder rights represent an important path to maximizing
leadership, we may consider company performance and
these rewards. When reviewing proposals, MSIM considers
any evidence of entrenchment or perceived risk indicating
the financial materiality, including the company’s exposure to
power may be overly concentrated in a single individual.
the risk or opportunity, the management of such issues and
We also generally expect key board committees to be
company’s current disclosures.
comprised of independent board members.
MSIM therefore expect the companies in which it invests to
3.  BOARD ACCOUNTABILITY: Director elections are the primary
adhere to effective governance practices and to protect their
mechanism for shareholders to hold board members
shareholders’ interests. In addition to these proxy voting
accountable. Therefore, we generally expect directors to be
guidelines, MSIM may review publicly disclosed information
elected annually to serve on the board by majority vote.
from the issuer, research, and other sources. Investment teams
We generally expect directors who fail to receive majority
will independently make voting decisions as appropriate for
shareholder support should resign from their position unless
their strategies.
there is sufficient disclosure concerning the reasons why they
failed to get support from a majority of the shareholders.
A. BOARD OF DIRECTORS

The board of directors plays a key role in overseeing Boards should take into consideration the views of their
management and ensuring effective execution of strategies long-term shareholders to ensure alignment, and to make
to achieve long-term shareholder value creation. The board appropriate efforts to communicate their plans and views
has several important responsibilities including, but not broadly. To that end, we generally expect the board
limited to, selecting the executive leadership, monitoring to engage meaningfully with long-term shareholders,
and incentivizing performance, succession planning, and especially to address concerns on matters that may affect
overseeing company strategy. In order to effectively carry out the long-term value creation of the company.
its fiduciary duties, we believe it is crucial for the board to We may consider withholding support for directors
have the right mix of skills, be sufficiently independent, and where we have significant concerns due to inadequate risk
have the proper accountability mechanisms in place. oversight of potentially financially material issues7. We
1.  BOARD COMPOSITION: The role of the board of directors is may consider withholding support for Audit Committee
to provide governance oversight and guidance to position members for failure to address accounting irregularities or
the company for strategic success and drive long term financial misstatements over consecutive years.
value creation for shareholders. We believe that diverse Directors should dedicate adequate time to their role and
perspectives on the board help directors assess and manage consider any other existing commitments alongside their
risks and opportunities comprehensively. Diversity on a board and/or committee memberships. We may look at
board can include diversity of thought, background, skills, meeting attendance to determine whether directors have
and experiences. Directors with a mix of tenures can also adequate time for their responsibilities.

6
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, Eaton
Vance Management, Boston Research Management, Eaton Vance Trust Company, Eaton Vance Management (International) Limited, Eaton Vance
Advisers International Ltd, 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).
7
For example, we may withhold support for a director we believe is responsible for a company’s involvement/remediation of breach of global
conventions such as UN Global Compact Principles on Human Rights, Labor Standards, Environment and Business Malpractice.

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B. AUDITORS that in most cases, each common share should have one vote,
Investors rely on auditors to attest to the integrity of a and that a simple majority of voting shares should be what is
company’s financial statements, without which the business required to effect change.
could not be properly evaluated. It is essential that auditors
1.  SHAREHOLDER RIGHTS PLANS: Shareholder rights plans,
be independent, accurate, fair in the fees charged, and not
commonly known as poison pills, and similar take-over
subject to conflicts of interest. We therefore expect auditors to
defenses should aim to promote long-term shareholder
be independent in order to provide an objective opinion and
value creation. When designing plans and defenses,
assurance. We may consider non-audit related business, length
companies should ensure that they do not suppress
of service and any other relevant context when assessing
potential value by unduly discouraging acquirers. We
auditor independence. We generally expect non-audit related
generally expect companies to seek shareholder approval or
fees to be less than 50% of the total fee.
ratification of shareholder rights plans.
C. EXECUTIVE & DIRECTOR COMPENSATION 2.  UNEQUAL VOTING RIGHTS: We generally expect companies
Properly structured compensation is essential to attracting and to adhere to the one share one vote principle. When
retaining effective corporate management. Poorly structured companies have dual-class structures, they should ensure
compensation plans can create perverse incentives. We expect that such structures are not misused to support instances
compensations plans to be reasonable, and appropriately where a few insiders may benefit at the cost of other
incentivize executives to make risk-reward decisions that shareholders. Ultimately, structures should strive to create
align with the business strategy and goals, and long-term alignment between the shareholders’ economic interests
shareholder value creation. Compensation plans should also and their voting power.
build in retention mechanisms for high performing executives. 3.  VOTING REQUIREMENTS: We typically prefer a majority vote
We generally expect compensation plan payouts to align with standard for binding votes. We also expect management
performance and long-term value creation. to be responsive to non-binding votes that have received
We expect director compensation to follow market best majority support. We generally expect companies to protect
practice and be aligned with long-term shareholder interests. minority shareholder rights as their primary goal when
For executives and directors who gain shares through equity considering supermajority vote requirements.
compensation plans, we generally expect reasonable guidelines 4.  RIGHT TO CALL SPECIAL MEETINGS: We generally expect
and holding requirements. Typically, stock options issued to companies to allow large shareholders to call special
executives should be priced at fair market value on the date meetings. A large shareholder may be defined by a
of the grant and any re-pricing should not incur a significant reasonable threshold or in line with prevalent
cost to shareholders. market practices.
We generally expect employee ownership, retirement and 5.  PROXY ACCESS: We generally consider ownership
severance plans to be designed in a manner that does not thresholds, holding periods, the number of directors
disadvantage shareholders. These plans should not be that shareholders may nominate and any restrictions on
excessively dilutive or incur a high cost. We generally expect forming a group in our evaluation of proposals related to
discounted employee stock purchase plans to be broad-based proxy access.
and include non-executive employees. Discount rates should
be in line with market best practice and not excessive. E. CAPITAL STRUCTURE

For compensation plans with performance metrics, in We expect any changes to the capital structure to be driven by
instances where performance milestones are not met, we legitimate business needs and not as a means of anti-takeover
may expect reasonable claw back provisions for executive or defense. We generally expect companies to ensure that such
director compensation related to these missed milestones changes do not disadvantage shareholders.
depending on the circumstances.
Companies should provide a clear business rationale when
We generally evaluate each compensation plan and any related requesting the authorization, or increase in authorization,
proposals, including shareholder proposals, within the context of new shares or new share classes. They ought to request a
of the market and the company. In order to make a suitable reasonable number of shares in relation to the purpose outlined.
evaluation about compensation and related matters, we expect Companies should follow prevalent market practices, such
appropriate disclosures on relevant aspects. as offering pre-emptive rights, to ensure shareholders are not
excessively diluted, unless required by specific circumstances
D. SHAREHOLDER RIGHTS AND DEFENSES which are clearly stated.
Companies should take actions and make decisions with the We generally consider specific company and market context
intent of maximizing long-term shareholder value creation. We when we evaluate proposals on dividend payout ratios and
generally support proposals that enhance shareholder rights and related matters.
vote against those that seek to undermine them. We believe

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EQUIT Y PROX Y VOTING POLICY AND PROCEDURES (MSIM)

F. CORPORATE TRANSACTIONS & PROXY FIGHTS MSIM Fund Management (Ireland) Limited, Morgan Stanley
We expect companies to provide a clear economic and strategic Asia Limited, Morgan Stanley Investment Management
rationale for proposed transactions. We also expect disclosure (Japan) Co. Limited, Morgan Stanley Investment
of any financial benefits to the board or executives from any Management Private Limited, Morgan Stanley Eaton Vance
proposed transaction and will generally look for assurances CLO Manager LLC, and Morgan Stanley Eaton Vance CLO
that shareholder interests were prioritized. We generally assess CM LLC and FundLogic SAS (each an “MSIM Affiliate”
company-specific circumstances when evaluating voting and collectively referred to as the “MSIM Affiliates” or as
matters related to mergers, acquisitions, other special corporate “we” below).
transactions, and contested elections.
Each MSIM Affiliate will use its best efforts to vote proxies
as part of its authority to manage, acquire and dispose of
G. SHAREHOLDER PROPOSALS
account assets.
In assessing shareholder proposals, we will carefully consider
the potential financial materiality (as appropriate to the ƒ  ith respect to the U.S. registered investment companies
W
investment strategy of MSIM’s investment teams and relevant sponsored, managed or advised by any MSIM Affiliate (the
advisory affiliates) of the issues raised in the proposal, as well “Morgan Stanley Funds”), each MSIM Affiliate will vote
as the company’s exposure to relevant risks and opportunities, proxies under this Policy pursuant to authority granted
current disclosures on the topic, and the sector and geography under its applicable investment advisory agreement or, in
in which the company operates. We generally seek to balance the absence of such authority, as authorized by the Board of
concerns of reputational, operational, litigation and other risks Directors/Trustees of the Morgan Stanley Funds.
that lie behind the proposal against costs of implementation. ƒ  or other pooled investment vehicles (e.g., UCITS), each
F
We generally support proposals that seek to enhance useful MSIM Affiliate will vote proxies under this Policy pursuant
disclosure on potentially financially material issues (as to authority granted under its applicable investment
appropriate to the investment strategy of MSIM’s investment advisory agreement or, in the absence of such authority, as
teams and relevant advisory affiliates), including but not limited authorized by the relevant governing board.
to climate, biodiversity, human rights, supply chain, workplace ƒ  or separately managed accounts (including ERISA and
F
safety, human capital management and pay equity. We focus ERISA-equivalent clients), each MSIM Affiliate will vote
on understanding the company’s business and commercial proxies under this Policy pursuant to authority granted
context and recognize that there is no one size fits all that can under the applicable investment advisory agreement or
be applied across the board. investment management agreement. Where an MSIM
We generally do not support shareholder proposals on matters Affiliate has the authority to vote proxies on behalf of
best left to the board’s discretion, or addressed via legislation or ERISA and ERISA-equivalent clients, the MSIM Affiliate
regulation, or that would be considered unduly burdensome. must do so in accordance with its fiduciary duties under
We also generally do not support shareholder proposals related ERISA (and the Internal Revenue Code).
to matters that we do not consider to be financially material (as ƒ I n certain situations, a client or its fiduciary may reserve
appropriate to the investment strategy of MSIM’s investment the authority to vote proxies for itself or an outside party or
teams and relevant advisory affiliates) for the company. may provide an MSIM Affiliate with a statement of proxy
voting policy. The MSIM Affiliate will comply with the
APPENDIX client’s policy.
ƒ  ertain ETFs will follow Calvert’s Global Proxy Voting
C
POLICY STATEMENT
Guidelines set forth in Appendix A of Calvert’s Proxy
The Policy, with respect to securities held in the accounts Voting Policies and Procedures and the proxy voting
of clients applies to those MSIM entities that provide guidelines discussed below do not apply to such ETFs.
discretionary investment management services and for which See Appendix A of Calvert’s Proxy Voting Policies and
an MSIM entity has authority to vote proxies. For purposes Procedures for a general discussion of the proxy voting
of this Policy, clients shall include: Morgan Stanley U.S. guidelines to which these ETFs will be subject.
registered investment companies, other Morgan Stanley
pooled investment vehicles, and MSIM separately managed An MSIM Affiliate will not vote proxies unless the investment
accounts (including accounts for Employee Retirement management agreement, investment advisory agreement or
Income Security (“ERISA”) clients and ERISA-equivalent other authority explicitly authorizes the MSIM Affiliate to
clients). This Policy is reviewed and updated as necessary to vote proxies.
address new and evolving proxy voting issues and standards. In addition to voting proxies of portfolio companies, MSIM
The MSIM entities covered by this Policy currently include routinely engages with, or, in some cases, may engage a third
the following: Morgan Stanley AIP GP LP, Morgan Stanley party to engage with, the management or board of companies
Investment Management Inc., Morgan Stanley Investment in which we invest on a range of environmental, social and
Management Limited, Morgan Stanley Investment governance issues. Governance is a window into or proxy
Management Company, Morgan Stanley Saudi Arabia, for management and board quality. MSIM engages with

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 EQUIT Y PROX Y VOTING POLICY AND PROCEDURES (MSIM)

companies where we have larger positions, voting issues are voted (and therefore abstain from voting such proxy or
material or where we believe we can make a positive impact recommending how such proxy should be voted), such as
on the governance structure. MSIM’s engagement process, where the expected cost of giving due consideration to the
through private communication with companies, allows us to proxy does not justify the potential benefits to the affected
understand the governance structures at investee companies account(s) that might result from adopting or rejecting (as the
and better inform our voting decisions. In certain situations, case may be) the measure in question.
a client or its fiduciary may provide an MSIM Affiliate with a
proxy voting policy. In these situations, the MSIM Affiliate will WAIVER OF VOTING RIGHTS
comply with the client’s policy. For regulatory reasons, AIP may either 1) invest in a class of
securities of an underlying fund (the “Fund”) that does not
APPENDIX A provide for voting rights; or 2) waive 100% of its voting rights
with respect to the following:
Appendix A applies to the following accounts managed by
Morgan Stanley AIP GP LP (i) closed-end funds registered 1.  Any rights with respect to the removal or replacement of a
under the Investment Company Act of 1940, as amended; director, general partner, managing member or other person
(ii) discretionary separate accounts; (iii) unregistered funds; acting in a similar capacity for or on behalf of the Fund
and (iv) non-discretionary accounts offered in connection (each individually a “Designated Person,” and collectively,
with AIP’s Custom Advisory Portfolio Solutions service. the “Designated Persons”), which may include, but are
Generally, AIP will follow the guidelines set forth in Section not limited to, voting on the election or removal of a
II of MSIM’s Proxy Voting Policy and Procedures. To the Designated Person in the event of such Designated Person’s
extent that such guidelines do not provide specific direction, death, disability, insolvency, bankruptcy, incapacity, or
or AIP determines that consistent with the Client Proxy other event requiring a vote of interest holders of the Fund
Standard, the guidelines should not be followed, the Proxy to remove or replace a Designated Person; and
Review Committee has delegated the voting authority to 2.  Any rights in connection with a determination to renew,
vote securities held by accounts managed by AIP to the dissolve, liquidate, or otherwise terminate or continue the
Fund of Hedge Funds investment team, the Private Markets Fund, which may include, but are not limited to, voting
investment team or the Portfolio Solutions team of AIP. A on the renewal, dissolution, liquidation, termination or
summary of decisions made by the applicable investment continuance of the Fund upon the occurrence of an event
teams will be made available to the Proxy Review Committee described in the Fund’s organizational documents; provided,
for its information at the next scheduled meeting of the Proxy however, that, if the Fund’s organizational documents
Review Committee. require the consent of the Fund’s general partner or manager,
In certain cases, AIP may determine to abstain from as the case may be, for any such termination or continuation
determining (or recommending) how a proxy should be of the Fund to be effective, then AIP may exercise its voting
rights with respect to such matter.

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