DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT
NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
Section 240.14a-11(c)
or Section 240.14a-2.
MORGAN STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST III
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X ] No fee required.
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(4)
and 0-12.
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(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11
(Set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary
materials.
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Check box if any part of the fee is offset as provided by
Exchange Act
Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
MORGAN
STANLEY
MUNICIPAL INCOME OPPORTUNITIES TRUST III
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 1, 2008
The Annual Meeting of Shareholders (the Meeting) of
Morgan Stanley Municipal
Income Opportunities Trust III (the
Trust), an unincorporated business trust organized
under the laws of the Commonwealth of Massachusetts, will be
held in Conference Room 3C, 522 Fifth Avenue, New
York, New York 10036, on October 1, 2008 at
9:00 a.m., New York City time, for the following purposes:
Matters
to be Voted on By All Shareholders:
1. To elect four Trustees to serve until the year 2011
Annual Meeting or until their successors shall have been elected
and qualified; and
2. To transact such other business as may properly come
before the Meeting or any adjournment thereof.
Shareholders of record as of the close of business on
August 25, 2008 are entitled to notice of and to vote at
the Meeting. If you cannot be present in person, your management
would greatly appreciate your filling in, signing and returning
the enclosed proxy promptly in the envelope provided for that
purpose. Alternatively, if you are eligible to vote
telephonically by touchtone telephone or electronically on the
Internet (as discussed in the enclosed Proxy Statement) you may
do so in lieu of attending the Meeting in person.
In the event that holders of a majority of the Trusts
shares issued and outstanding and entitled to vote (a
Quorum) are not present at the Meeting in person or
by proxy, or the vote required to approve or reject any proposal
is not obtained at the Meeting, the persons named as proxies may
propose one or more adjournments of the Meeting to permit
further solicitation of proxies. Any such adjournment will
require the affirmative vote of the holders of a majority of the
Trusts shares present in person or by proxy at the
Meeting. The persons named as proxies will vote in favor of such
adjournment those proxies which have been received by the date
of the Meeting.
Mary E. Mullin
Secretary
August 29, 2008
New York, New York
IMPORTANT
You can help the Trust avoid the necessity and expense of
sending
follow-up
letters to ensure a Quorum by promptly returning the enclosed
Proxy. If you are unable to be present in person, please fill
in, sign and return the enclosed Proxy in order that the
necessary Quorum may be represented at the Meeting. The enclosed
envelope requires no postage if mailed in the United States.
Certain shareholders will be able to vote telephonically by
touchtone telephone or electronically on the Internet by
following instructions contained on their proxy cards or on the
enclosed Voting Information Card.
MORGAN STANLEY MUNICIPAL INCOME OPPORTUNITIES
TRUST III
522 Fifth Avenue, New York, New York 10036
PROXY STATEMENT
Annual
Meeting of Shareholders
October 1,
2008
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Trustees (the
Board) of
Morgan Stanley Municipal
Income Opportunities Trust III (the
Trust), for use at the Annual Meeting of
Shareholders of the Trust to be held on October 1, 2008
(the Meeting), and at any adjournments thereof. The
first mailing of this Proxy Statement is expected to be made on
or about August 29, 2008.
If the enclosed form of proxy is properly executed and returned
in time to be voted at the Meeting, the proxies named therein
will vote the shares (Shares) represented by the
proxy in accordance with the instructions marked thereon.
Unmarked proxies submitted by shareholders of the Trust
(Shareholders) will be voted for each of the
nominees for election as Trustee. A proxy may be revoked at any
time prior to its exercise by any of the following: written
notice of revocation to the Secretary of the Trust, execution
and delivery of a later dated proxy to the Secretary of the
Trust (whether by mail or, as discussed below, by touchtone
telephone or the Internet) (if returned and received in time to
be voted), or attendance and voting at the Meeting. Attendance
at the Meeting will not in and of itself revoke a proxy.
Shareholders of record of the Trust as of the close of business
on August 25, 2008, the record date for the determination
of Shareholders entitled to notice of and to vote at the Meeting
(the Record Date), are entitled to one vote for each
Share held and a fractional vote for a fractional Share. On the
Record Date there were 8,515,854 Shares of beneficial
interest of the Trust outstanding, all with $0.01 par
value. No person was known to own as much as 5% of the
outstanding Shares of the Trust on that date. The percentage
ownership of Shares of the Trust changes from time to time
depending on purchases and sales by Shareholders and the total
number of Shares outstanding.
The cost of soliciting proxies for the Meeting, consisting
principally of printing and mailing expenses, will be borne by
the Trust. The solicitation of proxies will be by mail,
telephone or otherwise through Trustees, officers of the Trust
or officers and employees of Morgan Stanley Investment Advisors
Inc. (Morgan Stanley Investment Advisors or the
Investment Adviser), Morgan Stanley Trust, Morgan
Stanley Services Company Inc. (Morgan Stanley
Services or the Administrator)
and/or
Morgan Stanley & Co. Incorporated (Morgan
Stanley & Co.), without special compensation
therefor. In addition, the Trust may employ Computershare
Fund Services, Inc. (Computershare) to make
telephone calls to Shareholders to remind them to vote. The
Trust may also employ Computershare as proxy solicitor if it
appears that the required number of votes to achieve a quorum
will not be received. The transfer agent services for the Trust
are currently provided by Computershare Trust Company N.A.
(the Transfer Agent).
Shareholders will be able to vote their shares by touchtone
telephone or by Internet by following the instructions on the
proxy card or on the Voting Information Card accompanying this
Proxy Statement. To vote by touchtone telephone or by Internet,
Shareholders can access the website or call the toll-free number
listed on
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the proxy card or noted in the enclosed voting instructions. To
vote by touchtone telephone or by Internet, Shareholders will
need the number that appears on the proxy card in the shaded box.
In certain instances, Computershare may call Shareholders to ask
if they would be willing to have their votes recorded by
telephone. The telephone voting procedure is designed to
authenticate Shareholders identities, to allow
Shareholders to authorize the voting of their shares in
accordance with their instructions and to confirm that their
instructions have been recorded properly. No recommendation will
be made as to how a Shareholder should vote on any proposal
other than to refer to the recommendations of the Board. The
Trust has been advised by counsel that these procedures are
consistent with the requirements of applicable law. Shareholders
voting by telephone in this manner will be asked for identifying
information and will be given an opportunity to authorize
proxies to vote their shares in accordance with their
instructions. To ensure that the Shareholders instructions
have been recorded correctly, they will receive a confirmation
of their instructions in the mail. A special toll-free number
set forth in the confirmation will be available in case the
information contained in the confirmation is incorrect. Although
a Shareholders vote may be taken by telephone, each
Shareholder will receive a copy of this Proxy Statement and may
vote by mail using the enclosed proxy card or by touchtone
telephone or the Internet as set forth above. The last proxy
vote received in time to be voted, whether by proxy card,
touchtone telephone or Internet, will be the vote that is
counted and will revoke all previous votes by the Shareholder.
In the event that Computershare is retained as proxy solicitor,
Computershare will be paid a project management fee as well as
telephone solicitation expenses incurred for reminder calls,
outbound telephone voting, confirmation of telephone votes,
inbound telephone contact, obtaining Shareholders
telephone numbers and providing additional materials upon
Shareholder request, at an estimated cost of $2,000, which would
be borne by the Trust.
Only one copy of this Proxy Statement will be delivered to
multiple Shareholders sharing an address unless we have received
contrary instructions from one or more of the Shareholders. Upon
written or oral request, we will deliver a separate copy of this
Proxy Statement to a Shareholder at a shared address to which a
single copy of this Proxy Statement was delivered. Should any
Shareholder wish to receive a separate Proxy Statement or should
Shareholders sharing an address wish to receive a single Proxy
Statement in the future, please contact
(888) 421-4015
(toll-free).
ELECTION
OF TRUSTEES
The number of Trustees of the Trust has been fixed by the
Trustees, pursuant to the Trusts Declaration of Trust, at
ten. There are presently ten Trustees for the Trust. At the
Meeting, pursuant to the Declaration of Trust, four
nominees Kathleen A. Dennis, Manuel H. Johnson,
Joseph J. Kearns and Fergus Reid are standing for election to
serve until the year 2011 Annual Meeting.
Nine of the current ten Trustees (Frank L. Bowman, Michael
Bozic, Kathleen A. Dennis, Manuel H. Johnson, Joseph J. Kearns,
Michael F. Klein, Michael E. Nugent, W. Allen Reed and Fergus
Reid) are Independent Trustees, that is, Trustees
who are not interested persons of the Trust, as that
term is defined in the Investment Company Act of 1940, as
amended (the 1940 Act). The other current Trustee,
James F. Higgins, is an Interested Trustee, that is,
a Trustee who is an interested person (as that term
is defined in the 1940 Act), of the Trust and Morgan Stanley
Investment Advisors and thus, is not an Independent
Trustee. The nominees for election as Trustee have been proposed
by the Trustees now serving, or, in the case of the nominees for
positions as Independent Trustees, by the Independent Trustees
now serving. All members of the Board have previously been
elected by the shareholders of the Trust.
3
The nominees of the Board of Trustees for election as Trustee
are listed below. It is the intention of the persons named in
the enclosed form of proxy, unless instructed by proxy to
withhold authority to vote for the nominees, to vote all validly
executed proxies for the election of the following nominees:
Kathleen A. Dennis, Manuel H. Johnson, Joseph J. Kearns and
Fergus Reid. Should any of the nominees become unable or
unwilling to accept nomination or election, the persons named in
the proxy will exercise their voting power in favor of such
person or persons as the Board may recommend or, in the case of
an Independent Trustee nominee, as the Independent Trustees of
the Trust may recommend. All of the nominees have consented to
being named in this Proxy Statement and to serve if elected. The
Trust knows no reason why any of said nominees would be unable
or unwilling to accept nomination or election. The election of
the nominees listed above requires the approval of a majority of
the shares of the Trust represented and entitled to vote at the
Meeting.
Pursuant to the provisions of the Declaration of Trust, as
amended, the Trustees are divided into three separate classes,
each class having a term of three years. The term of office of
one of the three classes will expire each year.
The Board of Trustees has previously determined that any nominee
for election as Trustee will stand for election as Trustee and
serve as Trustee in one of the three classes of Trustees as
follows:
Class IMessrs. Bowman,
Bozic and Higgins;
Class IIMs. Dennis
and Messrs. Johnson, Kearns and Reid; and
Class IIIMessrs. Klein,
Nugent and Reed. Each nominee will, if elected, serve a term of
up to approximately three years running for the period assigned
to that class and terminating at the date of the Annual Meeting
of Shareholders so designated by the Board, or any adjournment
thereof. As a consequence of this method of election, the
replacement of a majority of the Board could be delayed for up
to two years. In accordance with the above, four Trustees in
Class II are standing for election at this Meeting and
will, if elected, serve until the 2011 Annual Meeting as set
forth above or until their successors shall have been elected
and qualified.
The current Trustees of the Trust also serve as directors or
trustees for certain of the funds advised by the Investment
Adviser (the Retail Funds) and certain of the funds
advised by Morgan Stanley Investment Management Inc. and Morgan
Stanley AIP GP LP (the Institutional Funds). The
table below sets forth the following information regarding the
nominees for election as Trustee, and each of the other Trustees
(both the Independent Trustees and the Interested Trustee), as
well as the executive officers of the Trust: their age, address,
term of office and length of time served, their principal
business occupations during the past five years, the number of
portfolios in the Fund Complex (defined below) overseen by
each Trustee or nominee Trustee (as of December 31,
2007) and other directorships, if any, held by the
Trustees. The Fund Complex includes all open-end and
closed-end funds (including all of their portfolios) advised by
the Investment Adviser and any funds that have an investment
adviser that is an affiliated person of the Investment Adviser
(including, but not limited to, Morgan Stanley Investment
Management Inc.).
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Independent
Trustees:
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Number of
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Portfolios
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in Fund
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Complex
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Position(s)
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Length of
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Overseen by
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Name, Age and Address of
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Held with
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Time
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Independent
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Other Directorships Held
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Independent Trustee
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the Trust
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Served*
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Principal Occupation(s) During Past 5 Years
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Trustee
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by Independent Trustee
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Frank L. Bowman (63)
c/o Kramer
Levin Naftalis &
Frankel LLP
Counsel to the Independent
Trustees
1177 Avenue of the Americas
New York, NY 10036
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Trustee
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Since August 2006
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President and Chief Executive Officer, Nuclear Energy Institute
(policy organization) (since February 2005); Director or Trustee
of various Retail Funds and Institutional Funds (since August
2006); Chairperson of the Insurance Sub-Committee of the
Insurance, Valuation and Compliance Committee (since February
2007); formerly, variously, Admiral in the U.S. Navy; Director
of Naval Nuclear Propulsion Program and Deputy
Administrator Naval Reactors in the National
Nuclear Security Administration at the U.S. Department of Energy
(1996-2004). Honorary Knight Commander of the Most Excellent
Order of the British Empire.
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180
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Director of the National Energy Foundation, the U.S. Energy
Association, the American Council for Capital Formation and the
Armed Services YMCA of the USA.
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Michael Bozic (67)
c/o Kramer
Levin Naftalis &
Frankel LLP
Counsel to the Independent
Trustees
1177 Avenue of the Americas
New York, NY 10036
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Trustee
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Since
April 1994
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Private investor; Chairperson of the Insurance ,Valuation and
Compliance Committee (since October 2006); Director or Trustee
of the Retail Funds (since April 1994) and Institutional Funds
(since July 2003); formerly, Chairperson of the Insurance
Committee (July 2006-September 2006); Vice Chairman of Kmart
Corporation (December 1998-October 2000), Chairman and Chief
Executive Officer of Levitz Furniture Corporation (November
1995-November 1998) and President and Chief Executive Officer of
Hills Department Stores (May 1991-July 1995); variously
Chairman, Chief Executive Officer, President and Chief Operating
Officer (1987-1991) of the Sears Merchandise Group of Sears,
Roebuck & Co.
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182
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Director of various business organizations.
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Kathleen A. Dennis (55)
c/o Kramer
Levin Naftalis &
Frankel LLP
Counsel to the Independent
Trustees
1177 Avenue of the Americas
New York, NY 10036
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Nominee/ Trustee
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Since August 2006
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President, Cedarwood Associates (mutual fund and investment
management) (since July 2006); Chairperson of the Money Market
and Alternatives Sub-Committee of the Investment Committee
(since October 2006) and Director or Trustee of various Retail
Funds and Institutional Funds (since August 2006); formerly,
Senior Managing Director of Victory Capital Management
(1993-2006).
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180
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Director of various non-profit organizations.
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This is the earliest date the
Trustee began serving the Retail Funds or Institutional Funds.
Trustees are elected every three years or until his or her
successor is elected.
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Number of
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Portfolios
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in Fund
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Complex
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Position(s)
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Length of
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Overseen by
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Name, Age and Address of
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Held with
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Time
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Independent
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Other Directorships Held
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Independent Trustee
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the Trust
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Served*
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Principal Occupation(s) During Past 5 Years
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Trustee
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by Independent Trustee
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Dr. Manuel H. Johnson (59)
c/o Johnson
Smick Group, Inc.
888 16th Street, N.W.
Suite 740
Washington, D.C. 20006
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Nominee/ Trustee
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Since
July 1991
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Senior Partner, Johnson Smick International, Inc. (consulting
firm); Chairperson of the Investment Committee (since October
2006) and Director or Trustee of the Retail Funds (since July
1991) and Institutional Funds (since July 2003); Co-Chairman and
a founder of the Group of Seven Council (G7C) (international
economic commission); formerly, Chairperson of the Audit
Committee (July 1991-September 2006); Vice Chairman of the Board
of Governors of the Federal Reserve System and Assistant
Secretary of the U.S. Treasury.
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182
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Director of NVR, Inc. (home construction); Director of Evergreen
Energy.
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Joseph J. Kearns (66)
c/o Kearns &
Associates LLC
PMB754
23852 Pacific Coast Highway
Malibu, CA 90265
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Nominee/ Trustee
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Since August 1994
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President, Kearns & Associates LLC (investment consulting);
Chairperson of the Audit Committee (since October 2006) and
Director or Trustee of the Retail Funds (since July 2003) and
Institutional Funds (since August 1994); formerly, Deputy
Chairperson of the Audit Committee (July 2003-September 2006)
and Chairperson of the Audit Committee of the Institutional
Funds (October 2001-July 2003); CFO of the J. Paul Getty Trust.
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183
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Director of Electro Rent Corporation (equipment
leasing), and The Ford Family Foundation.
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Michael F. Klein (49)
c/o Kramer
Levin Naftalis &
Frankel LLP
Counsel to the Independent
Trustees
1177 Avenue of the Americas
New York, NY 10036
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Trustee
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Since August 2006
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Managing Director, Aetos Capital, LLC (since March 2000) and
Co-President, Aetos Alternative Management, LLC (since January
2004); Chairperson of the Fixed- Income Sub-Committee of the
Investment Committee (since October 2006) and Director or
Trustee of various Retail Funds and Institutional Funds (since
August 2006); formerly, Managing Director, Morgan Stanley &
Co. Inc. and Morgan Stanley Dean Witter Investment Management,
President, Morgan Stanley Institutional Funds (June 1998-March
2000) and Principal, Morgan Stanley & Co. Inc. and Morgan
Stanley Dean Witter Investment Management, (August 1997 to
December 1999).
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180
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Director of certain
investment funds managed or
sponsored by Aetos Capital,
LLC. Director of Sanitized
AG and Sanitized Marketing
AG (specialty chemicals).
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Michael E. Nugent (72)
c/o Triumph
Capital, L.P.
445 Park Avenue
New York, NY 10022
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Chairperson of the Board and Trustee
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Chairperson of the Boards since July 2006 and Trustee since July
1991
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General Partner, Triumph Capital, L.P. (private investment
partnership); Chairperson of the Boards of the Retail Funds and
Institutional Funds (since July 2006); Director or Trustee of
the Retail Funds (since July 1991) and Institutional Funds
(since July 2001); formerly, Chairperson of the Insurance
Committee (until July 2006).
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182
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None.
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*
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This is the earliest date the
Trustee began serving the Retail Funds or Institutional Funds.
Trustees are elected every three years or until his or her
successor is elected.
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6
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Number of
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Portfolios
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in Fund
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Complex
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Position(s)
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Length of
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Overseen by
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Name, Age and Address of
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Held with
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Time
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Independent
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Other Directorships Held
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Independent Trustee
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the Trust
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Served*
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Principal Occupation(s) During Past 5 Years
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Trustee
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by Independent Trustee
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W. Allen Reed (61)
c/o Kramer
Levin Naftalis &
Frankel LLP
Counsel to the Independent
Trustees
1177 Avenue of the Americas
New York, NY 10036
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Trustee
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Since
August
2006
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Chairperson of the Equity Sub-Committee of the Investment
Committee (since October 2006) and Director or Trustee of
various Retail Funds and Institutional Funds (since August
2006); formerly, President and CEO of General Motors Asset
Management; Chairman and Chief Executive Officer of the GM Trust
Bank and Corporate Vice President of General Motors Corporation
(August 1994 to December 2005).
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180
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Director of Temple-Inland Industries (packaging and forest
products); Director of Legg Mason, Inc. and Director of the
Auburn University Foundation.
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Fergus Reid (76)
c/o Lumelite
Plastics Corporation
85 Charles Colman Blvd. Pawling, NY 12564
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Nominee/
Trustee
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Since
June
1992
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Chairman of Lumelite Plastics Corporation; Chairperson of the
Governance Committee and Director or Trustee of the Retail Funds
(since July 2003) and Institutional Funds (since June 1992).
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183
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Trustee and Director of certain investment companies in the
JPMorgan Funds complex managed by J.P. Morgan Investment
Management Inc.
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This is the earliest date the
Trustee began serving the Retail Funds or Institutional Funds.
Trustees are elected every three years or until his or her
successor is elected.
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The Trustee who is affiliated with the Investment Adviser or
affiliates of the Investment Adviser (as set forth below) and
executive officers of the Trust, their age, address, term of
office and length of time served, their principal business
occupations during the past five years, the number of portfolios
in the Fund Complex overseen by the Interested Trustee (as
of December 31, 2007) and the other directorships, if
any, held by the Interested Trustee, are shown below.
Interested
Trustee:
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Number of
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Portfolios
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In Fund
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Complex
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Position(s)
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Length of
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|
|
Overseen By
|
|
|
|
Name, Age and Address of
|
|
Held with
|
|
Time
|
|
|
|
Interested
|
|
|
Other Directorships Held
|
Interested
Trustee
|
|
the Trust
|
|
Served*
|
|
Principal Occupation(s) During Past 5 Years
|
|
Trustee
|
|
|
by Interested Trustee
|
|
James F. Higgins (60)
c/o Morgan
Stanley Trust
Harborside Financial Center
Plaza Two
Jersey City, NJ 07311
|
|
Trustee
|
|
Since
June
2000
|
|
Director or Trustee of the Retail Funds (since June 2000) and
Institutional Funds (since July 2003); Senior Advisor of Morgan
Stanley (since August 2000).
|
|
|
181
|
|
|
Director of AXA Financial, Inc. and The Equitable Life Assurance
Society of the United States (financial services).
|
|
|
|
*
|
|
This is the earliest date the
Trustee began serving the Retail Funds or Institutional Funds.
Trustees are elected every three years or until his or her
successor is elected.
|
7
Officers
of the Trust
|
|
|
|
|
|
|
|
|
Position(s)
|
|
Length
|
|
|
Name, Age and Address of
|
|
Held with
|
|
of Time
|
|
Principal Occupation(s)
|
Executive Officer
|
|
the Trust
|
|
Served*
|
|
During Past 5 Years
|
|
Ronald E. Robison (69)
522 Fifth Avenue
New York, NY 10036
|
|
President and Principal Executive Officer
|
|
President since September 2005 and Principal Executive Officer
since May 2003
|
|
President (since September 2005) and Principal Executive Officer
(since May 2003) of funds in the Fund Complex; Managing
Director, Director and/or Officer of the Investment Adviser and
various entities affiliated with the Investment Adviser;
Director of Morgan Stanley SICAV (since May 2004). Formerly,
President (September 2005 to June 2008) and Principal Executive
Officer (May 2003 to June 2008) of the Van Kampen Funds;
Executive Vice President (July 2003 to September 2005) of funds
in the Fund Complex and the Van Kampen Funds; President and
Director of the Institutional Funds (March 2001 to July 2003);
Chief Administrative Officer of the Investment Adviser; Chief
Administrative Officer of Morgan Stanley Services Company Inc.
|
|
|
|
|
|
|
|
Kevin Klingert (46)
522 Fifth Avenue
New York, NY 10036
|
|
Vice President
|
|
Since June 2008
|
|
Chief Operating Officer of the Global Fixed Income Group of
Morgan Stanley Investment Management Inc. and the Investment
Adviser (since March 2008). Head of Global Liquidity Portfolio
Management and co-Head of Liquidity Credit Research of Morgan
Stanley Investment Management (since December 2007). Managing
Director of Morgan Stanley Investment Management Inc. and the
Investment Adviser (since December 2007). Previously, Managing
Director on the Management Committee and head of Municipal
Portfolio Management and Liquidity at BlackRock (October 1991 to
January 2007).
|
|
|
|
|
|
|
|
Dennis F. Shea (55)
522 Fifth Avenue
New York, NY 10036
|
|
Vice President
|
|
Since
February 2006
|
|
Managing Director and (since February 2006) Chief Investment
Officer Global Equity of Morgan Stanley
Investment Management; Vice President of the Retail Funds and
Institutional Funds (since February 2006). Formerly, Managing
Director and Director of Global Equity Research at Morgan
Stanley.
|
|
|
|
|
|
|
|
Amy R. Doberman (46)
522 Fifth Avenue
New York, NY 10036
|
|
Vice President
|
|
Since July 2004
|
|
Managing Director and General Counsel, U.S. Investment
Management of Morgan Stanley Investment Management (since July
2004); Vice President of the Retail Funds and Institutional
Funds (since July 2004); Vice President of the Van Kampen Funds
(since August 2004); Secretary (since February 2006) and
Managing Director (since July 2004) of the Investment Adviser
and various entities affiliated with the Investment Adviser.
Formerly, Managing Director and General
Counsel Americas, UBS Global Asset Management
(July 2000 to July 2004).
|
|
|
|
|
|
|
|
Carsten Otto (44)
522 Fifth Avenue
New York, NY 10036
|
|
Chief Compliance Officer
|
|
Since October 2004
|
|
Managing Director and Global Head of Compliance for Morgan
Stanley Investment Management (since April 2007) and Chief
Compliance Officer of the Retail Funds and Institutional Funds
(since October 2004). Formerly, U.S. Director of Compliance
(October 2004 April 2007) and Assistant
Secretary and Assistant General Counsel of the Retail Funds.
|
|
|
|
*
|
|
This is the earliest date the
Officer began serving the Retail Funds or Institutional Funds.
Each Officer serves an indefinite term, until his or her
successor is elected.
|
8
|
|
|
|
|
|
|
|
|
Position(s)
|
|
Length
|
|
|
Name, Age and Address of
|
|
Held with
|
|
of Time
|
|
Principal Occupation(s)
|
Executive Officer
|
|
the Trust
|
|
Served*
|
|
During Past 5 Years
|
|
Stefanie V. Chang Yu (41)
522 Fifth Avenue
New York, NY 10036
|
|
Vice President
|
|
Since December 1997
|
|
Managing Director of the Investment Adviser and various entities
affiliated with the Investment Adviser; Vice President of the
Retail Funds (since July 2002) and Institutional Funds (since
December 1997). Formerly, Secretary of various entities
affiliated with the Investment Adviser.
|
|
|
|
|
|
|
|
Francis J. Smith (43)
c/o Morgan
Stanley Trust
Harborside Financial Center
Plaza Two
Jersey City, NJ 07311
|
|
Treasurer and Chief Financial Officer
|
|
Treasurer since July 2003 and Chief Financial Officer since
September 2002
|
|
Executive Director of the Investment Adviser and various
entities affiliated with the Investment Adviser; Treasurer and
Chief Financial Officer of the Retail Funds (since July 2003).
|
|
|
|
|
|
|
|
Mary E. Mullin (41)
522 Fifth Avenue
New York, NY 10036
|
|
Secretary
|
|
Since June 1999
|
|
Executive Director of the Investment Adviser and various
entities affiliated with the Investment Adviser; Secretary of
the Retail Funds (since July 2003) and Institutional Funds
(since June 1999).
|
|
|
|
*
|
|
This is the earliest date the
Officer began serving the Retail Funds or Institutional Funds.
Each Officer serves an indefinite term, until his or her
successor is elected.
|
For each Trustee, the dollar range of equity securities
beneficially owned by the Trustee in the Trust and in the Family
of Investment Companies (Family of Investment Companies includes
all of the registered investment companies advised by the
Investment Adviser, Morgan Stanley Investment Management Inc.
and Morgan Stanley AIP GP LP) as of December 31, 2007 is
shown below.
|
|
|
|
|
|
|
|
|
Aggregate Dollar Range of Equity Securities
|
|
|
|
|
in All Registered Investment Companies
|
|
|
Dollar Range of Equity Securities in the
|
|
Overseen by Trustee in Family of Investment
|
Name of Trustee
|
|
Trust (As of December 31, 2007)
|
|
Companies (As of December 31, 2007)
|
|
Independent:
|
|
|
|
|
Frank L.
Bowman(1)
|
|
None
|
|
over $100,000
|
Michael Bozic
|
|
None
|
|
over $100,000
|
Kathleen A. Dennis
|
|
None
|
|
over $100,000
|
Manuel H. Johnson
|
|
None
|
|
over $100,000
|
Joseph J.
Kearns(1)
|
|
None
|
|
over $100,000
|
Michael F. Klein
|
|
None
|
|
over $100,000
|
Michael E. Nugent
|
|
None
|
|
over $100,000
|
W. Allen Reed
|
|
None
|
|
over $100,000
|
Fergus
Reid(1)
|
|
None
|
|
over $100,000
|
Interested:
|
|
|
|
|
James F. Higgins
|
|
None
|
|
over $100,000
|
|
|
|
(1)
|
|
Includes the total amount of
compensation deferred by the Trustee at his election pursuant to
a deferred compensation plan. Such deferred compensation is
placed in a deferral account and deemed to be invested in one or
more of the Retail Funds or Institutional Funds (or portfolio
thereof) that are offered as investment options under the plan.
|
As to each Independent Trustee and his or her immediate family
members, no person owned beneficially or of record securities in
an investment adviser or principal underwriter of the Trust, or
a person (other than a registered investment company) directly
or indirectly controlling, controlled by or under common control
with an investment adviser or principal underwriter of the Trust
as of the record date.
9
The
Independent Trustees and the Committees
Law and regulation establish both general guidelines and
specific duties for the Independent Trustees. The Retail Funds
seek as Independent Trustees individuals of distinction and
experience in business and finance, government service or
academia; these are people whose advice and counsel are in
demand by others and for whom there is often competition. To
accept a position on the Retail Funds Boards, such
individuals may reject other attractive assignments because the
Retail Funds make substantial demands on their time. The Board
has four Committees: (1) Audit Committee,
(2) Governance Committee, (3) Insurance, Valuation and
Compliance Committee and (4) Investment Committee. Three of
the Independent Trustees serve as members of the Audit
Committee, three Independent Trustees serve as members of the
Governance Committee, four Trustees, including three Independent
Trustees, serve as members of the Insurance, Valuation and
Compliance Committee and all of the Trustees serve as members of
the Investment Committee.
The Independent Trustees are charged with recommending to the
full Board approval of management, advisory and administration
contracts, and distribution and underwriting agreements;
continually reviewing fund performance; checking on the pricing
of portfolio securities, brokerage commissions, transfer agent
costs and performance and trading among funds in the same
complex; and approving fidelity bond and related insurance
coverage and allocations, as well as other matters that arise
from time to time.
The Board of Trustees has a separately-designated standing Audit
Committee established in accordance with
Section 3(a)(58)(A) of the Securities Exchange Act of 1934,
as amended. The Audit Committee is charged with recommending to
the full Board the engagement or discharge of the Trusts
independent registered public accounting firm; directing
investigations into matters within the scope of the independent
registered public accounting firms duties, including the
power to retain outside specialists; reviewing with the
independent registered public accounting firm the audit plan and
results of the auditing engagement; approving professional
services provided by the independent registered public
accounting firm and other accounting firms prior to the
performance of such services; reviewing the independence of the
independent registered public accounting firm; considering the
range of audit and non-audit fees; reviewing the adequacy of the
Trusts system of internal controls; and preparing and
submitting committee meeting minutes to the full Board.
The members of the Audit Committee of the Trust are Joseph J.
Kearns, Michael E. Nugent and W. Allen Reed. None of the
members of the Trusts Audit Committee is an
interested person, as defined under the 1940 Act
(with such disinterested Trustees being Independent
Trustees or individually, Independent
Trustee). Each Independent Trustee is also
independent from the Trust under the listing
standards of the New York Stock Exchange, Inc.
(NYSE). The Chairperson of the Audit Committee of
the Trust is Joseph J. Kearns. The Board of Trustees for the
Trust has adopted a formal written charter for the Audit
Committee which sets forth the Audit Committees
responsibilities. A copy of the Audit Committee Charter is
attached to the 2007 Proxy Statement for the Trust filed with
the Securities and Exchange Commission (the SEC) on
September 11, 2007.
The Board of Trustees also has a Governance Committee. The
Governance Committee identifies individuals qualified to serve
as Independent Trustees on the Trusts Board and on
committees of such Board and recommends such qualified
individuals for nomination by the Trusts Independent
Trustees as candidates for election as Independent Trustees,
advises the Trusts Board with respect to Board
composition, procedures and committees, develops and recommends
to the Trusts Board a set of corporate governance
principles applicable to the Trust, monitors and makes
recommendations on corporate governance matters and policies and
procedures of the Trusts Board of Trustees and any Board
committees and oversees periodic evaluations of the Trusts
Board and its committees. The members of the Governance
Committee of the Trust are Kathleen A.
10
Dennis, Michael F. Klein and Fergus Reid, each of whom is an
Independent Trustee. The Chairperson of the Governance Committee
is Fergus Reid. The Board of Trustees for the Trust has adopted
a formal written charter for the Governance Committee which sets
forth the Governance Committees responsibilities. A copy
of the Governance Committee Charter is attached to the 2007
Proxy Statement for the Trust filed with the SEC on
September 11, 2007.
The Trust does not have a separate nominating committee. While
the Trusts Governance Committee recommends qualified
candidates for nominations as Independent Trustees, the Board of
Trustees of the Trust believes that the task of nominating
prospective Independent Trustees is important enough to require
the participation of all current Independent Trustees, rather
than a separate committee consisting of only certain Independent
Trustees. Accordingly, each current Independent Trustee (Frank
L. Bowman, Michael Bozic, Kathleen A. Dennis, Manuel H. Johnson,
Joseph J. Kearns, Michael F. Klein, Michael E. Nugent, W. Allen
Reed and Fergus Reid) participates in the election and
nomination of candidates for election as Independent Trustees
for the Trust for which the Independent Trustee serves. Persons
recommended by the Trusts Governance Committee as
candidates for nomination as Independent Trustees shall possess
such knowledge, experience, skills, expertise and diversity so
as to enhance the Boards ability to manage and direct the
affairs and business of the Trust, including, when applicable,
to enhance the ability of committees of the Board to fulfill
their duties
and/or to
satisfy any independence requirements imposed by law, regulation
or any listing requirements of the NYSE. While the Independent
Trustees of the Trust expect to be able to continue to identify
from their own resources an ample number of qualified candidates
for the Trusts Board as they deem appropriate, they will
consider nominations from Shareholders to the Board. Nominations
from Shareholders should be in writing and sent to the
Independent Trustees as described below under the caption
Shareholder Communications.
The Board formed an Insurance, Valuation and Compliance
Committee to review the valuation process, address insurance
coverage and oversee the compliance function for the Trust and
the Board. The Insurance, Valuation and Compliance Committee
consists of Frank L. Bowman, Michael Bozic, James F. Higgins and
Manuel H. Johnson. Frank L. Bowman, Michael Bozic and Manuel H.
Johnson are Independent Trustees. The Chairperson of the
Insurance, Valuation and Compliance Committee is Michael Bozic.
The Insurance, Valuation and Compliance Committee has an
Insurance Sub-Committee to review and monitor the insurance
coverage maintained by the Trust. The Chairperson of the
Insurance Sub-Committee is Frank L. Bowman. The Insurance,
Valuation and Compliance Committee and the Insurance
Sub-Committee were formed in October 2006 and February 2007,
respectively.
The Investment Committee oversees the portfolio investment
process for and reviews the performance of the Trust. The
Investment Committee also recommends to the Board to approve or
renew the Trusts Investment Advisory and Administration
Agreements. The members of the Investment Committee are Frank L.
Bowman, Michael Bozic, Kathleen A. Dennis, James F. Higgins,
Manuel H. Johnson, Joseph J. Kearns, Michael F. Klein, Michael
E. Nugent, W. Allen Reed and Fergus Reid. The Chairperson of the
Investment Committee is Manuel H. Johnson.
The Investment Committee has three Sub-Committees, each with its
own Chairperson. Each Sub-Committee focuses on the Trusts
primary areas of investment, namely equities, fixed income and
alternatives. The Sub-Committees and their members are as
follows:
(1) Equity W. Allen Reed (Chairperson), Frank
L. Bowman and Michael E. Nugent.
(2) Fixed-Income Michael F. Klein
(Chairperson), Michael Bozic and Fergus Reid.
11
|
|
|
|
(3)
|
Money Market and Alternatives Kathleen A. Dennis
(Chairperson), James F. Higgins and Joseph J. Kearns.
|
The following chart sets forth the number of meetings of the
Board, the Independent Trustees, the Audit Committee, the
Insurance, Valuation and Compliance Committee, the Governance
Committee and the Investment Committee of the Trust during its
most recent fiscal year. For the 2008 fiscal year, each Trustee,
attended at least seventy-five percent of the aggregate number
of meetings of the Board and any committee on which he or she
served held during the time such Trustee was a member of the
Board.
Number of
Board and Committee Meetings Held During Last Fiscal
Year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation and
|
|
|
|
|
|
|
|
|
|
Board of
|
|
|
Audit
|
|
|
Compliance
|
|
|
Governance
|
|
|
Investment
|
|
Fiscal
|
|
Trustees
|
|
|
Committee
|
|
|
Committee
|
|
|
Committee
|
|
|
Committee
|
|
Year-End
|
|
Meetings
|
|
|
Meetings
|
|
|
Meetings
|
|
|
Meetings
|
|
|
Meetings
|
|
|
03/31/08
|
|
|
7
|
|
|
|
7
|
|
|
|
4
|
|
|
|
4
|
|
|
|
4
|
|
For annual shareholder meetings, Trustees may but are not
required to attend the meeting; and for the Trusts last
annual shareholder meeting, no Trustees attended the meeting.
Advantages of Having Same Individuals as Independent Trustees
for the Retail Funds and Institutional Funds
The Independent Trustees and the Trusts management believe
that having the same Independent Trustees for each of the Retail
Funds and Institutional Funds avoids the duplication of effort
that would arise from having different groups of individuals
serving as Independent Trustees for each of the funds or even of
sub-groups of funds. They believe that having the same
individuals serve as Independent Trustees of all the Retail
Funds and Institutional Funds tends to increase their knowledge
and expertise regarding matters which affect the Fund complex
generally and enhances their ability to negotiate on behalf of
each fund with the funds service providers. This
arrangement also precludes the possibility of separate groups of
Independent Trustees arriving at conflicting decisions regarding
operations and management of the funds and avoids the cost and
confusion that would likely ensue. Finally, having the same
Independent Trustees serve on all fund boards enhances the
ability of each fund to obtain, at modest cost to each separate
fund, the services of Independent Trustees of the caliber,
experience and business acumen of the individuals who serve as
Independent Trustees of the Retail Funds and Institutional Funds.
Shareholder
Communications
Shareholders may send communications to the Trusts Board
of Trustees. Shareholders should send communications intended
for the Trusts Board by addressing the communications
directly to that Board (or individual Board members)
and/or
otherwise clearly indicating in the salutation that the
communication is for the Board (or individual Board members) and
by sending the communication to either the Trusts office
or directly to such Board member(s) at the address specified for
each Trustee previously noted. Other shareholder communications
received by the Trust not directly addressed and sent to the
Board will be reviewed and generally responded to by management,
and will be forwarded to the Board only at the managements
discretion based on the matters contained therein.
12
Share
Ownership by Trustees
The Trustees have adopted a policy pursuant to which each
Trustee
and/or his
or her spouse is required to invest at least $100,000 in any of
the Funds in the Morgan Stanley Retail and Institutional Funds
on whose boards the Trustee serves. In addition, the policy
contemplates that the Trustees will, over time, increase their
aggregate investment in the funds above the $100,000 minimum
requirement. The Trustees may allocate their investments among
specific funds in any manner they determine is appropriate based
on their individual investment objectives. Any future Trustee
will be given a one year period following his or her election
within which to comply with the foregoing. As of the date of
this Proxy Statement, each Trustee is in compliance with the
policy. As of December 31, 2007, the total value of the
investments by the Trustees
and/or their
spouses in shares of the Morgan Stanley Funds was approximately
$7.1 million. This amount includes compensation deferred by
the Trustee at his or her election pursuant to a deferred
compensation plan. Such deferred compensation is placed in a
deferral account and deemed to be invested in one or more of the
Retail Funds or Institutional Funds (or portfolio thereof) that
are offered as investment options under the plan.
As of the Record Date for this Meeting, the aggregate number of
shares of beneficial interest of the Trust owned by the
Trusts officers and Trustees as a group was less than one
percent of the Trusts shares of beneficial interest
outstanding.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires that the Trusts executive officers and Trustees,
and beneficial owners of more than 10% of its shares, make
certain filings on a timely basis under Section 16(a) of
the Exchange Act. Based solely on the Trusts review of
copies of such reports of ownership furnished to the Trust, the
Trust believes that during the past fiscal year all of its
officers, Trustees and greater than 10% beneficial holders
complied with all applicable filing requirements.
Compensation
of Trustees
Effective October 1, 2007, each Trustee (except for the
Chairperson of the Boards) receives an annual retainer fee of
$200,000 for serving the Retail Funds and the Institutional
Funds. Prior to October 1, 2007, each Trustee (except for the
Chairperson of the Boards) received an annual retainer fee of
$180,000 for serving the Retail Funds and the Institutional
Funds.
The Chairperson of the Audit Committee receives an additional
annual retainer fee of $75,000 and the Investment Committee
Chairperson receives an additional annual retainer fee of
$60,000. Other Committee Chairpersons receive an additional
annual retainer fee of $30,000 and the Investment Sub-Committee
Chairpersons receive an additional annual retainer fee of
$15,000. The aggregate compensation paid to each Trustee is paid
by the Retail Funds and the Institutional Funds, and is
allocated on a pro rata basis among each of the operational
funds/portfolios of the Retail Funds and the Institutional Funds
based on the relative net assets of each of the
funds/portfolios. Michael E. Nugent receives a total annual
retainer fee of $400,000 ($360,000 prior to October 1, 2007) for
his services as Chairperson of the Boards of the Retail Funds
and the Institutional Funds and for administrative services
provided to each Board.
The Trust also reimburses the Trustees for travel and other
out-of-pocket expenses incurred by them in connection with
attending such meetings. Trustees of the Trust who are employed
by the Investment Adviser receive no compensation or expense
reimbursement from the Trust for their services as Trustee.
13
Effective April 1, 2004, the Trust began a Deferred Compensation
Plan (the DC Plan), which allows each Trustee to
defer payment of all, or a portion, of the fees he or she
receives for serving on the Board of Trustees throughout the
year. Each eligible Trustee generally may elect to have the
deferred amounts credited with a return equal to the total
return on one or more of the Retail Funds or Institutional Funds
(or portfolios thereof) that are offered as investment options
under the DC Plan. At the Trustees election, distributions
are either in one lump sum payment, or in the form of equal
annual installments over a period of five years. The rights of
an eligible Trustee and the beneficiaries to the amounts held
under the DC Plan are unsecured and such amounts are subject to
the claims of the creditors of the Trust.
Prior to April 1, 2004 the Institutional Funds maintained a
similar Deferred Compensation Plan (the Prior DC
Plan), which also allowed each Independent Trustee to
defer payment of all, or a portion, of the fees he or she
received for serving on the Board of Trustees throughout the
year. The DC Plan amends and supersedes the Prior DC Plan and
all amounts payable under the Prior DC Plan are now subject to
the terms of the DC Plan (except for amounts paid during the
calendar year 2004, which remain subject to the terms of the
Prior DC Plan).
The following table shows aggregate compensation payable to each
of the Trustees from the Trust for the fiscal year ended
March 31, 2008 and the aggregate compensation payable to
each of the Trusts Trustees by the Fund Complex (which
includes all of the Retail Funds and Institutional Funds) for
the calendar year ended December 31, 2007.
Compensation(1)
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
Total compensation
|
|
|
|
compensation
|
|
|
from the Fund
|
|
Name of Independent Trustee:
|
|
from the
Trust(2)
|
|
|
Complex(3)
|
|
|
Frank L.
Bowman(2)
|
|
$
|
100
|
|
|
$
|
197,500
|
|
Michael Bozic
|
|
|
106
|
|
|
|
215,000
|
|
Kathleen A. Dennis
|
|
|
100
|
|
|
|
200,000
|
|
Manuel H. Johnson
|
|
|
120
|
|
|
|
245,000
|
|
Joseph J.
Kearns(2)
|
|
|
128
|
|
|
|
268,125
|
|
Michael F. Klein
|
|
|
100
|
|
|
|
200,000
|
|
Michael E. Nugent
|
|
|
183
|
|
|
|
370,000
|
|
W. Allen
Reed(2)
|
|
|
100
|
|
|
|
200,000
|
|
Fergus Reid
|
|
|
106
|
|
|
|
223,125
|
|
|
|
|
|
|
|
|
|
|
Name of Interested
Trustee:
|
|
|
|
|
|
|
|
|
James F.
Higgins(4)
|
|
|
91
|
|
|
|
140,000
|
|
|
|
|
(1)
|
|
Includes all amounts paid for
serving as director/trustee of the funds, as well as serving as
Chairperson of the Boards or a Chairperson of a Committee or
Sub-Committee.
|
|
(2)
|
|
The amounts shown in this column
represent the aggregate compensation before deferral with
respect to the Trusts fiscal year. The following Trustees
deferred compensation from the Trust during the fiscal year
ended March 31, 2008: Mr. Bowman, $100;
Mr. Kearns, $64 and W. Allen Reed, $100.
|
|
(3)
|
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The amounts shown in this column
represent the aggregate compensation paid by all of the funds in
the Fund Complex as of December 31, 2007 before
deferral by the Trustees under the DC Plan. As of
December 31, 2007, the value (including interest) of the
deferral accounts across the Fund Complex for
Messrs. Bowman, Kearns, Reed and Reid pursuant to the
deferred compensation plan was $280,314, $1,090,394, $207,268
and $904,961, respectively. Because the funds in the
Fund Complex have different fiscal year ends, the amounts
shown in this column are presented on a calendar year basis.
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(4)
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Mr. Higgins was approved to
receive an annual retainer of $180,000 at the
February 20-21, 2007 Board Meeting.
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14
Prior to December 31, 2003, 49 of the Retail Funds (the
Adopting Funds), including the Trust, had adopted a
retirement program under which an Independent Trustee who
retired after serving for at least five years as an Independent
Trustee of any such fund (an Eligible Trustee) would
have been entitled to retirement payments, based on factors such
as length of service, upon reaching the eligible retirement age.
On December 31, 2003, the amount of accrued retirement
benefits for each Eligible Trustee was frozen, and will be
payable, together with a return of 8% per annum, at or following
each such Eligible Trustees retirement as shown in the
table below.
The following table illustrates the retirement benefits accrued
to the Trusts Independent Trustees by the Trust for the
fiscal year ended March 31, 2008 and by the Adopting Funds
for the calendar year ended December 31, 2007, and the
estimated retirement benefits for the Independent Trustees from
the Trust as of the fiscal year ended March 31, 2008 and
from the Adopting Funds for each calendar year following
retirement. Only the Trustees listed below participated in the
retirement program.
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Retirement Benefits
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Estimated Annual
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Accrued as
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Benefits
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Fund Expenses
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Upon
Retirement(1)
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By All
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From
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From All
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By the
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Adopting
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the
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Adopting
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Name of Independent Trustee:
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Trust
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Funds
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Trust
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Funds
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Michael Bozic
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422
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$
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17,614
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997
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$
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45,874
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Manuel H. Johnson
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410
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18,586
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1,451
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67,179
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Michael E. Nugent
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577
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29,524
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1,299
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60,077
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(1)
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Total compensation accrued under
the retirement plan, together with a return of 8% per annum,
will be paid annually commencing upon retirement and continuing
for the remainder of the Trustees life.
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Assuming a Quorum is present, approval of the Proposal with
respect to the Trust will require the affirmative vote of a
majority of the Trusts shares represented in person or by
proxy at the Meeting and entitled to vote at the Meeting.
The Board of Trustees unanimously recommends that
Shareholders vote FOR the election for each of the Trustees
nominated for election.
The
Investment Adviser
Morgan Stanley Investment Advisors serves as the Trusts
investment adviser pursuant to an investment advisory agreement.
Morgan Stanley Investment Advisors maintains its offices at
522 Fifth Avenue, New York, New York 10036. Morgan Stanley
Investment Advisors is a wholly-owned subsidiary of Morgan
Stanley, a Delaware corporation. Morgan Stanley is a preeminent
global financial services firm engaged in securities trading and
brokerage activities, as well as providing investment banking,
research and analysis, financing and financial advisory services.
Morgan Stanley Services, a wholly owned subsidiary of the
Investment Adviser, serves as the Administrator of the Trust
pursuant to an administration agreement. The Investment Adviser
and the Administrator serve in various investment management,
advisory, management and administrative capacities to investment
companies and pension plans and other institutional and
individual investors. The address of the Administrator is the
same as that of the Investment Adviser set forth above.
15
Morgan Stanley has its offices at 1585 Broadway, New York, New
York 10036. There are various lawsuits pending against Morgan
Stanley involving material amounts which, in the opinion of its
management, will be resolved with no material effect on the
consolidated financial position of the company.
Audit
Committee Report
At the meeting held on
June 25-26,
2008, the Board of Trustees of the Trust, including a majority
of the Trustees who are not interested persons of
the Trust, as defined under the 1940 Act, acting on the
recommendation of the Audit Committee of the Trust, selected
Deloitte & Touche LLP to act as the independent
registered public accounting firm for the Trust for the fiscal
year ending March 31, 2009 for the Trust.
The Audit Committee has reviewed and discussed the financial
statements of the Trust with management as well as with
Deloitte & Touche LLP, the independent registered
public accounting firm for the Trust. In the course of its
discussions, the Audit Committee also discussed with
Deloitte & Touche LLP any relevant matters required to
be discussed under Statement on Auditing Standards No. 61.
Based on this review, the Audit Committee recommended to the
Board of Trustees that the Trusts audited financial
statements be included in the Trusts Annual Report to
Shareholders for the most recent fiscal year for filing with the
SEC.
The Audit Committee has received the written disclosures and the
letter from Deloitte & Touche LLP required under
Independence Standards Board No. 1 and has discussed with
the independent registered public accounting firm their
independence.
The Audit Committee
Joseph J. Kearns (Chairperson)
Michael E. Nugent
W. Allen Reed
Representatives from Deloitte & Touche LLP are not
expected to be present at the Meeting but are expected to be
available by telephone. Deloitte & Touche LLP will
have the opportunity to make a statement if they desire to do so
and the representatives from Deloitte & Touche LLP, if
available by telephone, will respond to appropriate questions
from Shareholders.
FEES
BILLED TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
Audit
Fees
The aggregate fees for professional services billed by
Deloitte & Touche LLP in connection with the annual
audit and review of financial statements of the Trust for its
fiscal years ended March 31, 2007 and March 31, 2008,
were approximately $31,300 and $31,950, respectively.
Audit-Related
Fees
The aggregate audit-related fees billed by Deloitte &
Touche LLP related to the annual audit of the Trusts
financial statements for the fiscal years ended March 31,
2007 and 2008, were approximately $531 and $0, respectively, for
the translation of financial statements for data verification
and
agreed-upon
procedures related to asset securitizations and
agreed-upon
procedures engagements.
16
Tax
Fees
The aggregate fees billed by Deloitte & Touche LLP in
connection with tax compliance, tax advice and tax planning for
the Trust for the fiscal years ended March 31, 2007 and
2008, were approximately $4,600 and $4,738, respectively, which
represent fees paid for the review of the Federal, state and
local tax returns for the Trust.
All Other
Fees
There were no fees billed by Deloitte & Touche LLP for
any other products and services not set forth above for the
Trust for the fiscal years ended March 31, 2007 and 2008.
Audit
Committee Pre-approval
The Trusts Audit Committees policy is to review and
pre-approve all auditing and non-auditing services to be
provided to the Trust by the Trusts independent registered
public accounting firm. The Audit Committee Audit and Non-Audit
Pre-Approval Policy and Procedures requires the Trusts
Audit Committee to either generally pre-approve certain services
without consideration of specific
case-by-case
services, or requires the specific pre-approval of services by
the Audit Committee or its delegate. Under the Policy, unless a
type of service has received general pre-approval, it will
require specific pre-approval by the Audit Committee if it is to
be provided by the independent registered public accounting
firm. Any services that are generally pre-approved may require
specific pre-approval by the Audit Committee if the services
exceed pre-approved cost levels or budgeted amounts. All of the
audit and the tax services described above for which
Deloitte & Touche LLP billed the Trusts fees for
the fiscal year ended March 31, 2008 were pre-approved by
the Audit Committee.
Aggregate
Non-Audit Fees paid by the Investment Adviser and Affiliated
Entities
The aggregate fees billed for professional services rendered by
Deloitte & Touche LLP for all other services provided
to the Investment Adviser and to any entities controlling,
controlled by or under common control with the Investment
Adviser for the fiscal years ended March 31, 2007 and 2008
amounted to approximately $7.2 million and $8.1,
respectively.
The Audit Committee of the Trust has considered whether the
provision of non-audit services and the provision of services to
affiliates of the Investment Adviser is compatible with
maintaining the independence of Deloitte & Touche LLP.
ADDITIONAL
INFORMATION
In the event that the necessary Quorum to transact business or
the vote required to approve or reject any proposal is not
obtained at the Meeting, the persons named as proxies may
propose one or more adjournments of the Meeting to permit
further solicitation of proxies. Any such adjournment will
require the affirmative vote of the holders of a majority of the
Trusts shares present in person or by proxy at the
Meeting. The persons named as proxies will vote in favor of such
adjournment those proxies which have been received by the date
of the Meeting. Abstentions and broker non-votes
will not count in favor of or against any such vote for
adjournment.
Abstentions and, if applicable, broker non-votes
will not count as votes in favor of any proposal, and broker
non-votes will not be deemed to be present at the
Meeting for purposes of determining whether a particular
proposal to be voted upon has been approved. Broker
non-votes are shares held in street name for
17
which the broker indicates that instructions have not been
received from the beneficial owners or other persons entitled to
vote and for which the broker does not have discretionary voting
authority.
SHAREHOLDER
PROPOSALS
Proposals of security holders intended to be presented at the
next Annual Meeting of Shareholders must be received no later
than June 3, 2009, for inclusion in the proxy statement and
proxy for that meeting. The mere submission of a proposal does
not guarantee its inclusion in the proxy materials or its
presentation at the meeting. Certain rules under the federal
securities laws must be met.
REPORTS
TO SHAREHOLDERS
The Trusts most recent Annual Report for its fiscal
year ended March 31, 2008 has been previously sent to
Shareholders and is available without charge upon request from
Morgan Stanley Investor Services, 2800 Post Oak Blvd,
44th Floor, Houston, Texas 77050, (888) 421-4015
(toll-free).
INTEREST
OF CERTAIN PERSONS
Morgan Stanley, Morgan Stanley Investment Advisors, Morgan
Stanley & Co., Morgan Stanley Services and certain of
their respective Directors, Officers, and employees, including
persons who are Trustees or Officers of the Trust, may be deemed
to have an interest in certain of the proposals described in
this Proxy Statement to the extent that certain of such
companies and their affiliates have contractual and other
arrangements, described elsewhere in this proxy statement,
pursuant to which they are paid fees by the Trust, and certain
of those individuals are compensated for performing services
relating to the Trust and may also own shares of Morgan Stanley.
Such companies and persons may thus be deemed to derive benefits
from the approvals by Shareholders of such proposals.
OTHER
BUSINESS
The management of the Trust knows of no other matters which may
be presented at the Meeting. However, if any matters not now
known properly come before the Meeting, it is the intention of
the persons named in the enclosed form of proxy, or their
substitutes, to vote all shares that they are entitled to vote
on any such matter, utilizing such proxy in accordance with
their best judgment on such matters.
By Order of the Board of Trustees
Secretary
18
MORGAN STANLEY MUNICIPAL
INCOME OPPORTUNITIES TRUST III
Electronic Voting Instructions
You can vote by Internet or telephone!
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may
choose one of the two voting
methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be
received by
9:00 a.m., Eastern Time, on October 1, 2008.
Vote by Internet
Log on to the Internet and go to
www.investorvote.com/OIC
Follow the steps outlined on the secured website.
Vote by telephone
Call toll free 1-800-652-VOTE (8683) within the United
States,
Canada & Puerto Rico any time on a touch tone
telephone.
There is NO CHARGE to you for the call.
Follow the instructions provided by the recorded message.
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Using a black ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas.
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x
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Annual Meeting Proxy Card
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND
RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
A Election of Trustees The Board of Trustees recommends a vote FOR all the nominees listed.
1. Nominees:
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For
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Withhold
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For
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Withhold
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For
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Withhold |
01 - Kathleen A. Dennis
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[ ]
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[ ]
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02 - Manuel H. Johnson
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[ ]
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[ ]
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03 - Joseph J. Kearns
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[ ]
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[ ] |
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04 - Fergus Reid
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[ ]
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[ ] |
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2. To transact such other business as may properly come before the Meeting or any adjournment thereof.
B Non-Voting Items
Change of Address Please print your new address below.
C Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as
attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give
full title.
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Date (mm/dd/yyyy) Please print date below.
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Signature 1 - Please keep signature within the box.
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Signature 2 - Please keep signature within the box. |
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IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND
RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
Proxy MORGAN STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST III
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Ronald E. Robison, Stefanie V. Chang Yu, Mary E. Mullin and Amy R. Doberman and each of them or their respective designees, with full power of substitution and revocation, as proxies to represent the undersigned at the Annual Meeting of Shareholders to be held at the offices of Morgan Stanley Investment Management, 522 Fifth Avenue, New York, New York 10036 on October 1, 2008 at 9:00 a.m. New York City time,
and at any and all adjournments thereof (the Meeting), to vote all Shares of Morgan Stanley Municipal Income Opportunities Trust III (the Fund) which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. This proxy is solicited on behalf of the Board of Trustees of the Fund.
This proxy, when properly executed, will be voted in accordance with the instructions marked by the undersigned on the reverse side. If no specification is made, this proxy will be voted FOR all of the nominees listed herein and in the discretion of the proxies upon such other business as may properly come before the Meeting.
Please vote, date and sign on the reverse side and return promptly in the enclosed envelope. Your signature and return of this proxy card acknowledges receipt of the accompanying Notice of Meeting and Proxy Statement for the Meeting to be held on October 1, 2008.