THE UNIVERSAL INSTITUTIONAL FUNDS,MORGAN STANLEY VARIABLE INSURANCE FUND, INC.
MORGAN STANLEY VARIABLE INVESTMENT SERIES

on behalf of its INTERNATIONAL MAGNUM PORTFOLIO
c/o Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New YorkNY 10036

NOTICE OF A JOINT SPECIAL MEETING OF STOCKHOLDERSSHAREHOLDERS

To Our Stockholders:Shareholders:

Notice is hereby given that a Joint Special Meeting of Stockholders of the International Magnum PortfolioShareholders (the "Portfolio""Meeting") of The Universal Institutional Funds,each portfolio (each, a "Portfolio" and, collectively, the "Portfolios") of Morgan Stanley Variable Insurance Fund, Inc. (theand Morgan Stanley Variable Investment Series (each, a "Fund" and, collectively, the "Funds") will be held on Thursday, September 16, 2010, at the offices of Morgan Stanley Investment Management Inc., 522 Fifth Avenue, 3rd Floor, Conference Room 3R, New York, New York 10036February 25, 2022 at 9:00 a.m., Eastern Time.time, and any adjournments or postponements thereof.

The Meeting will be held by audio teleconference only. You will not be able to attend the Meeting in person; all references herein to attending the Meeting or voting "in person" mean in person by means of audio teleconference rather than by physical presence.

The Meeting is being held for the following purpose:purposes:

1.  To change the Portfolio's investment objective and to reclassify it as a non-fundamental policyelect five (5) Directors/Trustees of the Portfolio.Funds; and

2.  To consider and act upon any other business as may properly come before the Meeting and any adjournments or any adjournmentpostponements thereof.

Only stockholdersshareholders of record of thea particular Portfolio atas of the close of business on June 24, 2010,December 27, 2021, the record date for the Meeting, are entitled to notice of, and to vote at, the Meeting and any adjournments or postponements thereof.

The Portfolios offer their shares only to insurance companies (and other funds that serve as underlying investment options for variable insurance and annuity contracts (i.e., variable insurance funds)) for separate accounts that such insurance companies establish to fund variable life insurance and variable annuity contracts, and, in some cases, to other entities under qualified pension and retirement plans. You own a variable annuity contract or a variable life insurance policy (each, a "Contract") issued by an insurance company that offers one or more of the Portfolios as underlying investment options for the Contract (each, a "Participating Insurance Company") and you have allocated a portion of your Contract value to one or more of the Portfolios (each, a "Contract Owner").

Contract Owners who select a Portfolio for investment through a Contract have a beneficial interest in the Portfolio, but do not invest directly in or hold shares of the Portfolio. As a Contract Owner, you have the right to instruct the Participating Insurance Company that issued your Contract on how shares of the Portfolio or any adjournments thereof.attributable to your Contract should be voted at the Meeting as though you are a direct shareholder of the Portfolio. Shares for which a Participating Insurance Company does not receive timely voting instructions from Contract Owners generally will be voted by that Participating Insurance Company in the same proportion as the shares for which Contact Owners have provided voting instructions to the Participating Insurance Company. This proportional voting could result in a small number of Contract Owners determining the vote on the proposal.

Attending the Meeting by Teleconference as a Shareholder of Record or Contract Owner

To participate in the Meeting, shareholders of record and Contract Owners must send an email to shareholdermeetings@computershare.com by 5:00 p.m., Eastern Time, on February 22, 2022 in order to receive a toll-free phone number, participant code and instructions on how a shareholder may submit a vote during the Meeting. The phone number that will be provided will only be active for the date and time of the Meeting. If you have any questions prior to the Meeting, please call the proxy solicitor, Computershare Fund Services, at 888-985-2050.

The Board of Directors/Trustees of each Fund unanimously recommends that you vote "FOR" the proposal to elect Directors/Trustees of each Fund.

By Order of the Directors/Trustees of each Fund,

MARY E. MULLIN
Secretary

Dated: [July 16], 2010January 7, 2022

You can help avoid the necessity and expense of sending follow-up letters to ensure a quorum by promptly returning the enclosed Proxy Card.Card(s) or Voting Instruction Card(s) or voting telephonically or on the Internet. If you are unable to be present in person,attend the Meeting, please fill in, sign and return the enclosed Proxy CardCard(s) or Voting Instruction Card(s) 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 Stockholdersshareholders will be able to vote telephonically by touchtone telephone or electronically on the Internet by following instructions contained on their Proxy CardCard(s) or on the enclosed Voting Information Card.Instruction Card(s).

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 16, 2010:

You should carefully review the accompanying Joint Proxy Statement. The following "Questions and Answers" are provided for your convenience. The information included in these "Questions and Answers" is qualified in its entirety by reference to the Joint Proxy Statement forStatement.

QUESTIONS AND ANSWERS

Why am I receiving these proxy materials?

Shareholders are receiving these proxy materials, which includes the Notice of Joint Special Meeting of Stockholders is availableShareholders ("Notice"), the Joint Proxy Statement and your Proxy Card(s), because shareholders have the right to notice of, and to vote at, a Joint Special Meeting of Shareholders (the "Meeting") of each portfolio (each, a "Portfolio" and, collectively, the "Portfolios") of Morgan Stanley Variable Insurance Fund, Inc. and Morgan Stanley Variable Investment Series (each, a "Fund" and, collectively, the "Funds") that will be held on Friday, February 25, 2022. These proxy materials describe the Proposal (as defined below), which shareholders of the Portfolios will be asked to vote on at the Meeting, and provide instructions to shareholders on how to vote their shares at the Meeting.

Alternatively, you may be receiving the enclosed proxy materials, including a Voting Instruction Card, because you are a "Contract Owner," meaning you own a variable annuity contract or a variable life insurance policy (each, a "Contract") issued by an insurance company that offers one or more of the Portfolios as an underlying investment option for the Contract (each, a "Participating Insurance Company") and you have allocated a portion of your Contract value to one or more of the Portfolios. Contract Owners who select a Portfolio for investment through a Contract have a beneficial interest in the Portfolio, but do not invest directly in or hold shares of the Portfolio (i.e., individual Contract Owners are not shareholders of record of a Portfolio). As a Contract Owner, you have the right to instruct the Participating Insurance Company that issued your Contract on how shares of the Portfolio attributable to your Contract should be voted at the Meeting as though you are a direct shareholder of the Portfolio. You may also be receiving these proxy materials because you are among those who own shares of one or more of the Portfolios through a qualified pension or retirement plan.

For ease and clarity of presentation in these "Questions and Answers," Contract Owners are described as if they are voting directly on the InternetProposal, as opposed to directing a Participating Insurance Company that issued their Contract how to vote on the Proposal, Contract Owners (and other persons or entities that have voting rights or are being asked to provide voting instructions) are referred to as "shareholders," and a voting instruction may be referred to as a "vote."

What is the proposal that I am being asked to vote on?

The Meeting is being held for the purpose of electing five individuals (each, a "Nominee") to the Board of Directors or Board of Trustees (each, a "Board"), as applicable, of each Fund (the "Proposal"). The Nominees are Nancy C. Everett, Jakki L. Haussler, Patricia A. Maleski, Frances L. Cashman, and Eddie A. Grier. Ms. Everett, Ms. Haussler, and Ms. Maleski currently serve on the Board of each Fund. Ms. Cashman and Mr. Grier do not currently serve on the Board of any Fund. Ms. Cashman and Mr. Grier would commence their service as a Director or Trustee (commonly referred to herein as "Director") upon election to the Board of a Fund by the Fund's shareholders.

Why am I being asked to elect each of the Nominees?

The Board of each Fund currently consists of the same nine individuals, six of whom have previously been elected by shareholders to serve on the Boards as Directors. Ms. Everett, Ms. Haussler, and Ms. Maleski have not previously been elected by shareholders. Ms. Everett and Ms. Haussler were appointed to each Board in January 2015. Ms. Maleski was appointed to each Board in January 2017. Ms. Everett, Ms. Haussler, and Ms. Maleski were each appointed by the then-current members of each Board.

By law, a vacancy on a Fund's Board may be filled by the appointment of a Director without a shareholder vote only if, immediately after such appointment, at least two-thirds of the Fund's Board have been elected by shareholders. Because three of the nine individuals serving on each Board have already been appointed, the departure of any current Director that was previously elected by shareholders will create a vacancy that could not be filled without a shareholder vote.

Electing each of the Nominees will give each Board maximum flexibility to fill future vacancies by appointment without incurring the additional expense and administrative burden associated with calling one or more meetings of shareholders to fill those vacancies.

Each Board has established a Governance Committee (collectively, the "Governance Committees"), which is comprised entirely of "Independent Directors" (i.e., not an "interested person" of a Fund as defined in the Investment Company Act of 1940). The Governance Committees identify individuals qualified to serve as Independent Directors on a Fund's Board and recommend such qualified individuals for nomination by a Fund's Independent Directors as candidates for election as Independent Directors. Members of the Governance Committees and other members of the Boards interview potential Director candidates as part of the selection process when evaluating new Director candidates. When a Board nominates Directors for election at a shareholders meeting, it evaluates the experience, qualifications, attributes and skills that an individual Director candidate contributes to the Board as a whole

to assist the Board in discharging its duties. Although the Boards have not adopted a policy regarding diversity, the Governance Committees and the Boards take into account the diversity of a Director candidate's perspectives, background and other relevant demographics and the overall diversity of the Board's composition.

As part of this process, the Governance Committees conducted a series of meetings to consider Director candidates. This included separate meetings with the Boards, members of the Governance Committees, and Director candidates.

After a rigorous review process, including meetings and interviews of select Director candidates throughout the year, the Governance Committees unanimously resolved to recommend to each Board for approval Mr. Grier and Ms. Cashman as Nominees to serve as Independent Directors of each Fund. Each Governance Committee, in connection with the recommendations, considered each of Ms. Cashman's and Mr. Grier's candidacy, including their experience, qualifications, attributes, reputation, skills and diversity.

With respect to Nominees Ms. Everett, Ms. Haussler, and Ms. Maleski, the Governance Committees and the Boards had followed a similar year-long-plus robust search process and considered similar factors when they unanimously recommended and appointed to each Board Ms. Everett and Ms. Haussler effective January 1, 2015, and Ms. Maleski effective January 1, 2017, respectively. Each Board noted that Ms. Everett, Ms. Haussler, and Ms. Maleski have gained significant institutional knowledge about the Funds since their appointment to the Boards.

Based on these recommendations with respect to Ms. Cashman and Mr. Grier, and the Governance Committees' similar prior findings and recommendations with respect to Ms. Everett, Ms. Haussler, and Ms. Maleski, each Board unanimously nominated each of the Nominees for election as Independent Director of each Fund.

How does the Board suggest I vote?

The Board of each Fund has carefully considered the Proposal as it applies to each Fund and unanimously recommends that you vote "FOR" the Proposal.

Why does the Board recommend that I vote "FOR" the Proposal?

Each Fund seeks as Directors individuals of distinction and experience in business and finance, government service or academia. In determining that a particular Nominee is or continues to be qualified to serve as a Director, each Board considered a variety of criteria, none of which, in isolation, was controlling. Based on a review of the experience, qualifications, attributes or skills of each Nominee, each Board has determined that each Nominee is

qualified to serve and should serve, or continue to serve, as a Director of the applicable Fund.

I only hold a small investment. Does my vote matter?

Yes. All shareholders and Contract Owners, regardless of the size of their investments, are encouraged to vote. Your vote is needed to ensure that the Proposal can be acted upon at the Meeting. To act upon the Proposal, a certain percentage of shares must be represented at the Meeting. This is called a quorum. If a Fund does not obtain a quorum, the Meeting will be adjourned to a future date. In order to reach quorum, the Funds may make follow-up solicitations to shareholders through additional mailings or phone calls. These follow-up solicitations can be costly. Casting your vote will help avoid these costs.

As a Contract Owner, you have the right to instruct the Participating Insurance Company that issued your Contract on how shares of the Portfolio attributable to your Contract should be voted at the Meeting as though you are a direct shareholder of the Portfolio. Shares for which a Participating Insurance Company does not receive timely voting instructions from Contract Owners generally will be voted by that Participating Insurance Company in the same proportion as the shares for which Contact Owners have provided voting instructions to the Participating Insurance Company. This proportional voting could result in a small number of Contract Owners determining the vote on the Proposal.

How do I vote my shares?

You can vote in any of the following ways:

•  Through the Internet by logging on to the website address locatedindicated on your Proxy Card(s) or Voting Instruction Card(s);

•  By calling the toll-free phone number on your Proxy Card(s) or Voting Instruction Card(s);

•  By mailing the enclosed Proxy Card.Card(s) or Voting Instruction Card(s) after signing and dating; or

•  By attending the Meeting by teleconference (please note, however, that if you plan to attend the Meeting by teleconference, you must send an email to shareholdermeetings@computershare.com by 5:00 p.m., Eastern Time, on February 22, 2022 in order to receive a toll-free phone number, participant code and instructions on how to submit a vote during the Meeting).

You are encouraged to follow the instructions on your Proxy Card(s) or Voting Instruction Card(s) to vote your shares through the Internet or by telephone. Using these methods is quick and easy. No matter what method you

choose, however, please carefully read the accompanying Joint Proxy Statement before you vote.

THE UNIVERSAL INSTITUTIONAL FUNDS, INC.What is the deadline for submitting my vote?

Please vote as soon as possible to help the Funds receive enough votes to act on the Proposal. If you do not plan to attend the Meeting, your vote must be received by the Funds prior to the start of the Meeting at 9:00 a.m., Eastern Time, on February 25, 2022.

Each Participating Insurance Company will determine what it deems to be timely instructions and, accordingly, may establish cut-off times for submitting voting instructions that are earlier than the date and time of the Meeting.

Who should I call if I have questions?

If you need any assistance or have any questions regarding the Proposal or how to vote your shares, please call the proxy solicitor, Computershare Fund Services, at 888-985-2050.

The accompanying Joint Proxy Statement contains detailed information about the Proposal. Please read it carefully before casting your vote. Your vote is important no matter how many shares you own.

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on behalf of its INTERNATIONAL MAGNUM PORTFOLIO
c/o Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New YorkNY 10036

JOINT PROXY STATEMENT

Special Meeting of StockholdersJOINT SPECIAL MEETING OF SHAREHOLDERS
September 16, 2010TO BE HELD FEBRUARY 25, 2022

This statementJoint Proxy Statement is being furnished by the Board of Directors (the "Board") of The Universal Institutional Funds, Inc. (the "Fund") in connection with the solicitation of Proxiesproxies (separately referred to as a "Proxy" and collectively referred to as "Proxies") by the Board of Directors/Trustees of each of Morgan Stanley Variable Insurance Fund, Inc. and Morgan Stanley Variable Investment Series (each, a "Fund" and, collectively, the "Funds"). The Proxies are being solicited for use at a Joint Special Meeting of Stockholders of the International Magnum PortfolioShareholders (the "Portfolio""Meeting") of the Fund toportfolios listed above (each, a "Portfolio" and, collectively, the "Portfolios") that will be held on Thursday, September 16, 2010 (the "Meeting")February 25, 2022 at 9:00 a.m., atEastern Time, and any adjournments or postponements thereof.

The Meeting will be held by audio teleconference only. You will not be able to attend the principal executive officeMeeting in person; all references herein to attending the Meeting or voting "in person" mean in person by means of the investment adviser for the Fund, Morgan Stanley Investment Management Inc. (hereinafter "MSIM" or the "Adviser"), 522 Fifth Avenue, 3rd Floor, Conference Room 3R, New York, New York 10036.audio teleconference rather than by physical presence. It is expected that the Notice of Special Meeting,this Joint Proxy Statement and the accompanying Notice of a Joint Special Meeting of Shareholders ("Notice"), Proxy CardCard(s), and Voting Instruction Card(s) will first be mailed to holders of stockshareholders of the Portfolio (each, a "Stockholder" and collectively, the "Stockholders")Portfolios on or about [July 16], 2010.January 18, 2022. The purposepurposes of the Meeting, the matters to be acted upon and the commencement time of the Meeting are set forth in the accompanying NoticeNotice.

Morgan Stanley Variable Insurance Fund, Inc. ("MSVIF") is organized as a Maryland corporation. Morgan Stanley Variable Investment Series ("MSVIS") is organized as a Massachusetts business trust. In each jurisdiction, nomenclature varies. For ease and clarity of Special Meetingpresentation, shares of Stockholders.common stock or shares of beneficial interest of a Portfolio are referred to as "Shares," all holders of shares are referred to as "Shareholders," the Board of Directors or Board of Trustees of each Fund is referred to as the "Board," the directors or trustees of each Fund are referred to as "Directors," and each Fund's Articles of Incorporation or Declaration of Trust is referred to as its "Charter."

The Portfolios offer their shares only to insurance companies (and other funds that serve as underlying investment options for variable insurance and annuity contracts (i.e., variable insurance funds)) for separate accounts ("Separate Accounts") that such insurance companies establish to fund variable life insurance and variable annuity contracts, and, in some cases, to other entities under qualified pension and retirement plans. Although the Separate Accounts are the shareholders of record of the Portfolios, you are receiving this Joint Proxy Statement because you own a variable annuity contract or a variable life insurance policy (each, a "Contract") issued by an insurance company that offers one or more of the Portfolios as underlying investment options for the Contract (each, a "Participating Insurance Company") and you have allocated a portion of your Contract value to one or more of the Portfolios (each, a "Contract Owner"). You may also be receiving these proxy materials because you are among those who own shares of one or more of the Portfolios through a qualified pension or retirement plan. For ease and clarity of presentation, Contract Owners are described as if they are voting directly on the Proposal, as opposed to directing a Participating Insurance Company that issued their Contract to vote on the Proposal, Contract Owners (and other persons or entities that have voting rights or are being asked to provide voting instructions) are referred to as "Shareholders," and a voting instruction may be referred to as a "vote."

If the accompanying Proxy CardCard(s) for thea Portfolio is properly executed properly and returned in time, or is submitted by telephone or Internet, to be voted at the Meeting, sharesthe Proxies named therein will vote the Shares with respect to the Portfolio represented by it will be voted at the Meeting for the Portfolio in accordance with the instructions onmarked thereon. Properly executed but unmarked Proxy Cards submitted by Shareholders will be voted FOR the proposal set forth in the Notice and described in this Joint Proxy Card.Statement (the "Proposal"). A Proxy may be revoked at any time prior to its exercise by any of the time it is voted by (i)following: written notice of revocation to the Secretary of thea Fund, (ii) execution and delivery of a later dated Proxy to the Secretary of thea Fund (whether by mail or, as discussed below, by touchtone telephone or the Internet) (if returned and received in time to be voted), or (iii) by attendance and voting at the Meeting of the Portfolio.Meeting. Attendance at the Meeting will not in and of itself revoke a Proxy. In order to revoke a ProxyProxy; you must vote in person Stockholders must submitat the Meeting.

Contract Owners who select a subsequent Proxy. If noPortfolio for investment through a Contract have a beneficial interest in the Portfolio, but do not invest directly in or hold shares of the Portfolio (i.e., individual Contract Owners are not shareholders of record of a Portfolio). As a Contract Owner, you have the right to instruct the Participating Insurance Company that issued your Contract on how shares of the Portfolio attributable to your Contract should be voted at the Meeting as though you are a direct shareholder of the Portfolio. The Participating Insurance Companies will furnish this Joint Proxy Statement to Contract Owners participating in Separate Accounts that hold Shares entitled to vote on the Proposal. Each Participating Insurance Company will solicit voting instructions from those Contract Owners.

In general, each Participating Insurance Company will vote the Shares held in its Separate Accounts: (i) for which timely voting instructions are specified, sharesreceived from Contract Owners, in accordance with such instructions; and (ii) for which no voting instructions are timely received, in the same proportion as all Shares for which Contract Owners have provided voting instructions to the Participating Insurance Company. Properly executed but unmarked Voting Instruction Cards submitted by Contract Owners generally will be voted FOR the Proposal.Proposal by such Participating Insurance Companies. Each Participating Insurance Company will determine what it deems to be timely instructions and, accordingly, may establish cut-off times for submitting voting instructions that are earlier than the date and time of the Meeting. The Participating Insurance Companies generally will vote all other Shares held by them in the same proportion as the voting instructions timely received from their Contract Owners. The effect of proportional voting as described above is that a small number of Contract Owners can determine the outcome of the voting.

TheEach Board has fixed the close of business on June 24, 2010December 27, 2021, as the record date (the "Record Date") for the determination of StockholdersShareholders entitled to notice of, and to vote at, the Meeting and at any adjournments thereof (the "Record Date"). Shares of the Portfolio areor postponements thereof. Each full Share will be entitled to one vote each at the Meeting and each fraction of a shareShare will be entitled to the fraction of a vote equal to the proportion of a full shareShare represented by the fractional share. Thus, it is essential that Stockholders complete, date, sign and returnShare. Exhibit A to this Joint Proxy Statement sets forth the enclosed Proxy Card. Asnumber of Shares of each Portfolio outstanding as of the Record Date,Date. Exhibit B to this Joint Proxy Statement sets forth the Portfolio had outstanding and entitled to vote 10,790,046 shares of common stock.

The sharespersons who owned beneficially more than 5% of the Portfolio are currently held only by insurance companies (the "Insurance Companies") for allocationoutstanding Shares of any class of a Portfolio.

Voting instructions from Contract Owners may be revoked at any time prior to certaintheir exercise by: (i) mailing written instructions addressed to the Secretary of a Fund; or (ii) signing and returning a new Voting Instruction Card. A Contract Owner may also attend the Meeting in person to revoke previously provided voting instructions prior to their separate accounts (each an "Account") establishedexercise and to fundprovide new voting instructions. A Contract Owner's attendance at the benefits under certain flexible premium deferred variable annuity contractsMeeting will not in and certain flexible premium variable life insurance policies they issue (collectively,of itself revoke the variable annuity contracts andContract Owner's voting instructions; the variable life policies are hereafter referred to as the "Contracts").Contract

In accordance with their view of currently applicable law,Owner must provide new voting instructions in person at the Insurance Companies will voteMeeting prior to the sharesexercise of the Portfolio held in the applicable Account based on instructionspreviously submitted voting instructions.

Only one Joint Proxy Statement may be delivered to multiple Shareholders sharing an address, unless a Fund has received from the owners of Contracts ("Contract Owners") having the voting interest in the corresponding sub-accountscontrary instructions. Each Fund will furnish, upon written or oral request, a separate copy of the Account. In connection with the solicitation of such instructions from such Contract Owners, it is understood and expected that the Insurance Companies will furnish a copy of thisJoint Proxy Statement to Contract Ownersa Shareholder at a shared address to which a single Joint Proxy Statement was delivered. Requests for a separate Joint Proxy Statement, and notifications to a Fund that the Insurance Companies will furnisha Shareholder wishes to Contract Owners one or more instruction cards by which the Contract Owners may provide their instructions to the Insurance Companies. Shares for which no instructions are received in time to be voted will be voted by the Insurance Companiesreceive separate copies in the same proportion as shares for which instructions have been receivedfuture, should be made in timewriting to be voted.that Fund, c/o DST Asset Manager Solutions, Inc., P.O. Box 219804, Kansas City, MO 64121-9804, or by calling toll-free (800) 548-7786. Multiple Shareholders who are sharing an address and currently receive multiple copies of periodic reports and proxy statements may request to receive only one copy of such reports and proxy statements by calling toll-free (800) 548-7786.

The expensecost of solicitation, consisting primarily ofsoliciting Proxies for the Meeting, including printing and mailing expenses, is estimated at $22,000 andexpected to be approximately $80,000, which will be borne pro rata by each Portfolio based on the Portfolio and will include reimbursement to brokerage firms and others for reasonable expenses in forwarding proxy solicitation materials to beneficial owners.number of shareholder accounts. The solicitation of Proxy CardsProxies will be largely by mail, butwhich may include, without cost to thebe supplemented by solicitation by mail, telephone or otherwise through officers of a Fund telephonic, telegraphic, online or oral communications byofficers and regular employees of certainMorgan Stanley Investment Management Inc. (the "Adviser") and its affiliates, of the Fund, including MSIM, who will receive no extrawithout special compensation for its services.therefor. In addition, theeach Fund, on behalf of its Portfolios, may employ Computershare Fund Services Inc. ("Computershare") to make telephone calls to StockholdersShareholders to remind them to vote. TheEach Fund, on behalf of its Portfolios, 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 Fund are currently provided by Computershare Trust Company, N.A. (the "Transfer Agent").solicitor.

StockholdersShareholders may be able to vote their Shares by touchtone telephone or by Internet by following the instructions on the Proxy CardCard(s) or Voting Instruction Card(s) accompanying this Joint Proxy Statement. The Internet procedures are designed to authenticate a Shareholder's identity to allow StockholdersShareholders to vote their Shares and confirm that their instructions have been properly recorded. To vote by Internet or by touchtone telephone, StockholdersShareholders can access the website or call the toll-free number listed on the Proxy Card.Card(s) or Voting Instruction Card(s). To vote by touchtone telephone or by Internet, StockholdersShareholders will need the number that appears on the Proxy CardCard(s) or Voting Information Card in the shaded box.Instruction Card(s).

In certain instances, Computershare may call StockholdersShareholders to ask if they would be willing to have their votes recorded by telephone. The telephone voting procedure is designed to authenticate Stockholders'Shareholders' identities, to allow StockholdersShareholders 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 anythe Proposal other than to refer to the recommendationsrecommendation of the Board. The Fund hasFunds

have been advised by counsel that these procedures are consistent with the requirements of applicable law. StockholdersShareholders 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 Stockholders'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 Shareholder's vote may be taken by telephone, each Shareholder will receive a copy of this Joint Proxy Statement and may vote by mail using the enclosed Proxy CardCard(s) or Voting Instruction Card(s) or by Internet or touchtone telephone as set forth above. The last proxy vote received in time to be voted, whether by Internet, mailed Proxy CardCard(s) or touchtone telephone, 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 willmay also be paid a project management fee as well asfor telephone solicitation expenses incurred for reminder calls, outbound telephone voting, confirmation of telephone votes, inbound telephone contact, obtaining

Stockholders' Shareholders' telephone numbers and providing additional materials upon Shareholder request, at an estimated cost of $[2,000], which would be borne byrequest. The Funds do not currently anticipate retaining Computershare to perform these services. If the Portfolio.Funds ultimately retain Computershare to perform these services, however, the expected expenses described above may increase.

TheEach Fund will furnish, without charge, a copy of itseach Portfolio's most recent annual report for its fiscal year ended December 31, 2009or semi-annual report, to any StockholderShareholder or Contract Owner requesting such report.report(s). Requests for the annuala shareholder report should be made in writing to The Universal Institutional Funds,the applicable Fund at Morgan Stanley Investment Management, Inc., c/o Morgan Stanley Client Relations, Harborside Financial Center, Plaza II, 3rd Floor, Jersey City, NJ 07311,522 Fifth Avenue, New York, NY 10036, or by calling toll free (800) 281-2715, attn: Universal Funds,869-6397. Requested shareholder reports will be sent by visitingfirst class mail within three business days of the receipt of the request. You may also view a shareholder report on the Adviser's Internet website at www.morganstanley.com/im or by contacting your insurance company.im.

Morgan Stanley Investment Management Inc. also serves as the Fund's administrator (the "Administrator"). Morgan Stanley Distribution Inc. serves as the Fund's distributor (the "Distributor"). The business address of the Administrator and the Distributor is 522 Fifth Avenue, New York, New York 10036.

Under the Fund's By-Laws, the presence in person or by proxy of Stockholders entitled to cast one-third of the votes entitled to be cast thereat shall constitute a quorum. For this purpose, abstentions will be counted in determining whether a quorum is present at the Meeting, but will not be counted as votes cast at the Meeting.

Only one Proxy Statement will be delivered to multiple Stockholders sharing an address, unless the Fund has received contrary instructions. The Fund will furnish, upon written or oral request, a separate copy of the Proxy Statement to a Shareholder at a shared address to which a single Proxy Statement was delivered. Requests for a separate Proxy Statement, and notifications to the Fund that a Shareholder wishes to receive separate copies in the future, should be made in writing to the Fund, c/o Morgan Stanley Client Relations, Harborside Financial Center, Plaza II, 3rd Floor, Jersey City, New Jersey 07311, or by calling toll free (800) 281-2715, attn: Universal Funds. Multiple Stockholders who are sharing an address and currently receiving multiple copies of periodic reports and proxy statements may request to receive only one copy of such reports and proxy statements by calling toll free (800) 281-2715, attn: Universal Funds.

At a meeting held on June 17-18, 2010, the Board of the Fund determined that it was in the best interest of the Fund to approve the Proposal. After careful consideration, the Board approved the submission of the Proposal to Stockholders for their approval.

The Board of theeach Fund unanimously recommends that you cast your vote "For""FOR" the Proposal to change the Portfolio's investment objective and to reclassify it as a non-fundamental policyelect Directors of the Portfolio as set forth in this Proxy Statement.each Fund.

Your vote is important. Please return your Proxy CardCard(s) or Voting Instruction Card(s) promptly no matter how many sharesShares you own.

THE PROPOSAL: ELECTION OF DIRECTORS

At the Meeting, Shareholders of each Fund will be asked to consider and vote on the election of Directors for that Fund. The following individuals (each,

PROPOSALa "Nominee" and, collectively, the "Nominees") have been nominated for election as Directors of each Fund:

TO CHANGE THE PORTFOLIO'S INVESTMENT OBJECTIVE AND
RECLASSIFY IT AS A NON-FUNDAMENTAL POLICY OF THE PORTFOLIO•  Nancy C. Everett

•  Jakki L. Haussler

•  Patricia A. Maleski

•  Frances L. Cashman

•  Eddie A. Grier

Ms. Everett, Ms. Haussler, and Ms. Maleski currently serve as Directors on each Fund's Board. Ms. Cashman and Mr. Grier would commence their service as a Director upon election to the Board of a Fund by the Fund's Shareholders. Ms. Cashman and Mr. Grier currently serve as Advisory Board Members. As Advisory Board Members, Ms. Cashman and Mr. Grier may be invited to attend meetings of a Board or committee, but are not permitted to vote at those meetings. The six other Directors that currently serve on the Board of each Fund have previously been elected by shareholders and are not standing for election.

The Board of theeach Fund at a Meeting held on June 17-18, 2010, approved changes to the Portfolio's portfolio management team and its investment objective and strategies. The Portfolio's new portfolio management team will consist of memberscurrently consists of the Global Macro and Asset Allocation teamsame nine Directors, each of the Adviser and the "Sub-Advisers," Morgan Stanley Investment Management Limited and Morgan Stanley Investment Management Company. The Global Macro and Asset Allocation teamwhom is led by Henry McVey. The Global Macro and Asset Allocation team analyzes investment opportunities froman "Independent Director" (i.e., not an "interested person" of a broad global macro perspective, focusing on global thematic allocations based on asset class, regional, country, currency and sector considerations. In connection withFund as defined in the new portfolio management team's focus on global macro issues, the Board of the Fund approved various other changes to the Portfolio, including (i) changing the Portfolio's name to the Global Tactical Asset Allocation Portfolio (ii) changing the Portfolio's investment objective, (iii) changing the Portfolio's principal investment strategies, and corresponding risks as appropriate, and (iv) changing the Portfolio's primary benchmark, each as described below. Because a change to the Portfolio's investment objective requires stockholder approval, the Board approved all the changes set forth above contingent upon receiving Stockholder approval of the change in investment objective.

The Investment Company Act of 1940, as amended (the "Investment Company"1940 Act")). If elected, each of the Nominees that are not currently Directors would also be Independent Directors.

Each Director serves an indefinite term until (i) their successor has been elected and qualified, (ii) their death, (iii) their resignation, (iv) their removal, (v) they have reached retirement age, or (vi) the termination of the Fund.

Pursuant to the 1940 Act, a vacancy on a Fund's Board may be filled by the appointment of a Director without a Shareholder vote only if, immediately after such appointment, at least two-thirds of the Fund's Board have been elected by Shareholders. Each of the Nominees who are currently Directors were appointed in accordance with the requirements of the 1940 Act and the applicable Fund's Charter and by-laws. As a result of the requirements of the 1940 Act, no Board may appoint a Director to fill a vacancy caused by a Director that was previously elected by Shareholders because immediately after such appointment, less than two-thirds of the Directors will have been elected by Shareholders.

Electing each of the Nominees will give each Board maximum flexibility to fill future vacancies by appointment (subject to the requirements of the 1940 Act) without incurring the additional expense and administrative burden associated with calling one or more meetings of Shareholders to fill those vacancies. In addition, each Board believes that the election of Ms. Cashman

and Mr. Grier would further enhance the depth and breadth of the Board and that the addition of these well-qualified individuals to the Board would further enhance the Board's oversight of the Funds.

Each Board has established a Governance Committee (collectively, the "Governance Committees"), requireswhich is comprised entirely of Independent Directors. The Governance Committees identify individuals qualified to serve as Independent Directors on a Fund's Board and recommend such qualified individuals for nomination by a Fund's Independent Directors as candidates for election as Independent Directors. In evaluating candidates to serve as Director, the Governance Committees consider such factors as they deem appropriate under the particular facts and circumstances including, but not limited to, whether the Director candidates have a broad spectrum of experience and expertise with a reputation for integrity, have experience in positions with a high degree of responsibility, are leaders in the companies or institutions with which they are affiliated, and can contribute to the Board and management and have the ability to represent the interests of Shareholders.

Although the Boards have not adopted a policy regarding diversity, the Governance Committees and the Boards take into account the diversity of a Director candidate's perspectives, background and other relevant demographics and the overall diversity of the Board's composition. The Boards and Governance Committees believe the Boards generally benefit from diversity of background, experience and views among its members, and consider this a factor in evaluating the composition of each Board. The Governance Committees and Boards may also consider specific skills and experience they are seeking in Director candidates based on the needs of each Fund at a specific time. In considering Director candidates for each Board, the Governance Committees consider the entirety of each candidate's credentials in the context of these criteria. In accordance with their Committee Charters, the Governance Committees recommend to the Boards candidates that the Governance Committees view as having such knowledge, experience, skills, expertise and diversity so as to enhance each Board's ability to oversee the affairs and business of the Fund it oversees, 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 or regulation.

Members of the Governance Committees and other members of the Boards interview potential Director candidates as part of the selection process when evaluating new Director candidates. When a Board nominates candidates for election as Directors, the Board evaluates the experience, qualifications, attributes and skills that an individual Director candidate contributes to the Board as a whole to assist the Board in discharging its duties. As part of the ongoing process to evaluate these attributes, each Board performs an annual self-evaluation.

The process for searching for new Directors began in December 2020. After reviewing each Board's needs and setting a basic timeline, each Governance Committee, in consultation with its applicable Board and independent legal counsel, considered numerous candidates with varied experience, including asset management, accounting, risk management, distribution, brokerage, academia and consulting, among other areas. As part of this process, the Governance Committees conducted a series of virtual and telephonic meetings throughout 2021 during regularly scheduled Board meetings, executive sessions, and on an ad hoc basis outside of the regular schedule of meetings to consider this matter and to refine the Director candidates list. This included separate meetings with the Boards, Governance Committee members, and the Director candidates, with the presence of independent legal counsel. Certain individual Board members also met with Director candidates separately.

After a rigorous review process, including meetings and interviews of select Director candidates in May, June, and October of 2021, with follow up discussions in October and November 2021, each Governance Committee at a meeting held on November 30, 2021 unanimously resolved to recommend to its applicable Board for approval Mr. Grier and Ms. Cashman as Nominees to serve as Independent Directors on each Board. Each Governance Committee, in connection with the recommendations, considered each of Ms. Cashman's and Mr. Grier's candidacy, including their experience, qualifications, attributes, reputation, skills and diversity.

With respect to Ms. Everett, Ms. Haussler, and Ms. Maleski, the Governance Committees and the Boards followed a similar year-long-plus robust search process and considered similar factors when they unanimously recommended and appointed to each Board Ms. Everett and Ms. Haussler effective January 1, 2015, and Ms. Maleski effective January 1, 2017, respectively. Each Board noted that Ms. Everett, Ms. Haussler, and Ms. Maleski have gained significant institutional knowledge about the Funds since their appointment to the Boards.

Based on these recommendations with respect to Ms. Cashman and Mr. Grier, and the Governance Committees' similar prior findings and recommendations with respect to Ms. Everett, Ms. Haussler, and Ms. Maleski, each Board unanimously nominated each of the Nominees for election as Independent Director at a meeting held on December 1-2, 2021.

Due to the ongoing COVID-19 pandemic, all meetings and interviews referenced herein as part of nomination process and undertaken in 2021 took place virtually or telephonically.

Information concerning the Nominees and other relevant information is provided below. Each of the Nominees has consented to their nomination and has agreed to serve if elected. If, at the time of the Meeting, for any reason, any

Nominee is not available for election or able to serve as a Director, the Proxies will exercise their voting power in favor of such substitute Nominee, if any, as the Directors may designate. The Funds have no reason to believe that it will be necessary to designate a substitute Nominee.

If the Nominees are not elected, the Nominees that are currently Directors of the Funds will continue to be Directors and oversee the Funds and the Board will evaluate other potential options, including the possible nomination or appointment of new Directors in compliance with applicable law.

The Board of each Fund unanimously recommends each of the Nominees for election by Shareholders to such Board.

Information Regarding the Directors and Nominees

Each Board believes that an effective board consists of a diverse group of individuals who bring a variety of complementary skills that the Governance Committee and Board consider in the broader context of the Board's overall composition, with a view toward constituting a Board that has the best skill set and experience to oversee each Fund's business. As indicated below, the Directors have a combined wealth of leadership experience derived from extensive service guiding large, complex organizations as executive leaders or board members and in government and academia. They have substantive knowledge and skills applicable to each Fund's business, including in the regulatory; public accounting and financial reporting; finance; risk management; business development; operations; strategic planning; management development, succession and compensation; corporate governance; public policy; international; banking; and financial services areas, among other areas. Each Governance Committee regularly reviews the composition of each Board in light of each Fund's evolving business requirements and its assessment of the Board's performance to ensure that the Board has the appropriate mix of skills needed for a broad set of challenges and an evolving market.

The table below provides certain information regarding each Director and Nominee. Exhibit C provides information regarding the executive officers of the Funds.

*  This is the earliest date the Director began serving the Morgan Stanley Funds.

⁽¹⁾  The "Fund Complex" includes all open-end and closed-end funds (including all of their portfolios) advised by the Adviser and any registered funds that have an adviser that is an affiliate of the Adviser (including, but not limited to, Morgan Stanley AIP GP LP).

⁽²⁾  This includes any directorships at public companies and registered investment companies held by the Director at any time during the past five years.

Each Board has adopted a policy that Directors are expected to retire no later than the end of the year they reach the age of 78. Each Board's Governance Committee has discretion to grant waivers from this retirement policy under special circumstances, including for Directors to continue serving in Chair or Chair-related roles beyond the retirement age. Current Directors who have reached the age of 75 as of January 1, 2021, are grandfathered as exceptions to the retirement policy and may continue to serve on a Board until the end of the year in which they turn 80 years of age.

As of November 30, 2021, no Independent Director, Nominee, or any of their immediate family members, owned beneficially or of record securities of an investment adviser or principal underwriter of a Fund, or a person (other than a registered investment company,company) directly or indirectly controlling, controlled by or under common control with an investment adviser or principal underwriter of a Fund.

It is a policy of each Fund's Board that each Director shall invest in any combination of the Morgan Stanley Funds that the Director determines meets his or her own specific investment objectives, without requiring any specific investment in any particular Morgan Stanley Fund.

The table below sets forth the dollar range of equity securities beneficially owned by each Director or Nominee in each Fund and in the Family of Investment Companies (Family of Investment Companies includes all of the registered investment companies advised by the Adviser and Morgan Stanley AIP GP LP) as of November 30, 2021.

As of November 30, 2021, the Directors and officers of each Fund, as a group, owned less than 1% of any class of the outstanding Shares of a Portfolio.

Additional Information About the Nominees and Directors

Each Fund seeks as Directors individuals of distinction and experience in business and finance, government service or academia. In determining that a particular Nominee or Director is or continues to be qualified to serve as a Director, the Board has considered a variety of criteria, none of which, in isolation, was controlling. Based on a review of the experience, qualifications, attributes or skills of each Nominee and Director, including those enumerated in the table above, each Board has determined that each Nominee and Director is qualified to serve and should serve, or continue to serve, as a Director of the applicable Fund. Following is a brief summary of the information that led to and/or supports this conclusion.

Nominees

Ms. Everett has over 35 years of experience in the financial services industry, including roles with both registered investment companies and registered investment advisers. By serving on the boards of registered funds, such as GMAM Absolute Return Strategies Fund, LLC and Emerging Markets Growth Fund, Inc., Ms. Everett has acquired significant experience with financial, accounting, investment and regulatory matters. Ms. Everett is also a Chartered Financial Analyst. Ms. Everett has served as a Director since 2015 and as Chairperson of each Board's Equity Investment Committee since January 2021.

With more than 30 years of experience in the financial services industry, including her years of entrepreneurial and managerial experience in the development and growth of Opus Capital Group, Ms. Haussler brings a valuable perspective to each Fund's Board. Through her role at Opus Capital and her service as a director of several venture capital funds and other boards, Ms. Haussler has gained valuable experience dealing with accounting principles and evaluating financial results of large corporations. She is a certified public accountant (inactive) and a licensed attorney in the State of Ohio (inactive). Ms. Haussler has served as a Director since 2015.

Ms. Maleski has over 30 years of experience in the financial services industry and extensive experience with registered investment companies. Ms. Maleski began her career as a certified public accountant at Price Waterhouse LLP ("PW") and was a member of PW's Investment Company Practice. After a brief stint at the Bank of New York, Ms. Maleski began her affiliation with the JPMorgan Funds, at the Pierpont Group and then with J.P. Morgan Investment Management Inc. From 2001-2013, Ms. Maleski held roles with increasing responsibilities, from Vice President and Board Liaison, Treasurer and Principal Financial Officer, Chief Administrative Officer and finally President and Principal Executive Officer for the JPMorgan Fund complex. Between 2013 and 2016, Ms. Maleski served as Global Head of

Oversight and Control of JPMorgan Asset Management and then as Head of JPMorgan Chase's Fiduciary and Conflicts of Interest Program. Ms. Maleski has extensive experience in the management and operation of funds in addition to regulatory and accounting and valuation matters. Ms. Maleski has served as a Director since 2017.

With more than 30 years of experience in the financial services industry, Ms. Cashman possesses valuable insights and expertise regarding governance, marketing, communications, and strategy. Ms. Cashman is Chief Executive Officer of the Asset Management Division of Euromoney Institutional Investor PLC. Prior to that, Ms. Cashman spent over 20 years at Legg Mason & Co., ultimately serving as Executive Vice President and Global Head of Marketing and Communications. She has gained valuable experience as Director of two investment management entities and as a distribution leader reporting to boards of other mutual funds. In addition, Ms. Cashman also serves as Trustee for the Georgia Tech Foundation and the Gateway Foundation. Ms. Cashman also serves as an Advisory Board Member for FLX Distribution. Ms. Cashman has served as an Advisory Board Member since January 1, 2022.

During the course of a career spanning more than 40 years in both academia and industry, Mr. Grier has gained substantial experience in management, operations, finance, marketing, and oversight. Mr. Grier is the Dean of Santa Clara University's Leavey School of Business. Prior to that, Mr. Grier was the Dean of the Virginia Commonwealth University School of Business. Before joining academia, Mr. Grier spent 29 years at the Walt Disney Company where he served in various leadership roles, including as President of the Disneyland Resort. Mr. Grier also gained substantial oversight experience serving on the boards of Sonia Senior Living, Inc. (formerly, Capital Senior Living Corporation), NVR, Inc., and Middleburg Trust Company. In addition, Mr. Grier currently serves as a Director of Witt/Kieffer, Inc., Director of NuStar GP, LLC, Director of the Colonial Williamsburg Company, and Regent of University of Massachusetts Global. Mr. Grier is also a Certified Public Accountant. Mr. Grier has served as an Advisory Board Member since January 1, 2022.

Directors

Mr. Bowman has experience in a variety of business and financial matters through his prior service as a Director or Trustee for various funds in the Fund Complex, where he serves as Chairperson of the Compliance and its Portfolios, to have certain specific investment policies that can be changed only with stockholder approval. Investment companies mayInsurance Committee (and formerly served as Chairperson of the Insurance Sub-Committee of the Compliance and Insurance Committee). Mr. Bowman also elect to designate other policies that may be changed only withserves as a stockholder vote. Both typesDirector of policies are often referred toNaval and Nuclear Technologies LLP and Director Emeritus for the Armed Services YMCA, and formerly served as "fundamental" policies.a Director of BP, plc. Mr. Bowman serves as a Trustee of the Fairhaven United Methodist Church. Mr. Bowman is also a member of the National Security Advisory

Council of the Center for U.S. Global Engagement, a member of the CNA Military Advisory Board and a member of the Dolphin Scholarship Foundation Advisory Board. Mr. Bowman retired as an Admiral in the U.S. Navy after serving over 38 years on active duty including eight years as Director of the Naval Nuclear Propulsion Program in the Department of the Navy and the U.S. Department of Energy (1996-2004). Additionally, Mr. Bowman served as the U.S. Navy's Chief of Naval Personnel (1994-1996), where he was responsible for the planning and programming of all manpower, personnel, training and education resources for the U.S. Navy and on the Joint Staff as Director of Political Military Affairs (1992-1994). In this case,addition, Mr. Bowman served as President and Chief Executive Officer of the Portfolio's investment objectiveNuclear Energy Institute. Mr. Bowman has been designatedreceived such distinctions as a fundamental policyknighthood as Honorary Knight Commander of the Most Excellent Order of the British Empire and any changethe Officier de l'Orde National du Mérite from the French Government and was elected to the National Academy of Engineering (2009). He is President of the consulting firm Strategic Decisions, LLC.

Ms. Dennis has over 25 years of business experience in the financial services industry and related fields including serving as a Director or Trustee of various other funds in the Fund Complex, where she serves as Chairperson of the Governance Committee. Ms. Dennis possesses a strong understanding of the regulatory framework under which investment objective requires stockholder approval. Ascompanies must operate based on her years of service to this Board and her position as Senior Managing Director of Victory Capital Management.

In addition to his tenure as a result,Director or Trustee of various other funds in the Fund Complex, where he formerly served as Chairperson of the Audit Committee, Dr. Johnson has also served as an officer or a board member of numerous companies for over 20 years. These positions included Co-Chairman and a founder of the Group of Seven Council, Director of NVR, Inc., Director of Evergreen Energy and Director of Greenwich Capital Holdings. He also has served as Vice Chairman of the Board of Governors of the Federal Reserve System and Assistant Secretary of the U.S. Treasury. In addition, Dr. Johnson also served as Chairman of the Financial Accounting Foundation, which oversees the Financial Accounting Standards Board, for seven years.

Mr. Kearns gained extensive experience regarding accounting through his experience on the Audit Committees of the boards of other funds in the Fund Complex, including serving as either Chairperson or Deputy Chairperson of the Audit Committee for nearly 20 years, and through his position as Chief Financial Officer of the J. Paul Getty Trust. He also has experience in financial, accounting, investment and regulatory matters through his position as President and founder of Kearns & Associates LLC, a financial consulting company. Mr. Kearns previously served as a Director of Electro Rent Corporation and previously served as Director of The Ford Family Foundation.

The Board has determined that Mr. Kearns is asking Stockholders to approvean "audit committee financial expert" as defined by the SEC.

Through his prior positions as a changeManaging Director of Morgan Stanley & Co. Inc. and Morgan Stanley Dean Witter Investment Management and as President and a Trustee of the Morgan Stanley Institutional Funds, Mr. Klein has experience in the Portfolio'smanagement and operation of registered investment objectivecompanies, enabling him to permitprovide management input and investment guidance to the Portfolio to take advantageBoard. Mr. Klein also has extensive experience in the investment management industry based on his current positions as Managing Director and Co-Chief Executive and Co-President of Aetos Alternatives Management, LP and as Director of certain investment funds managed or sponsored by Aetos Alternatives Management, LP. In addition, he also has experience as a member of the new portfolio management team's global macro focus. This change will be supported by changes toboard of other funds in the Portfolio'sFund Complex.

Mr. Reed has experience on investment strategiescompany boards and other changes discussed below.

In addition, the Portfolio'sis experienced with financial, accounting, investment objective is not required under the Investment Company Act to be among the Portfolio's fundamental policies. The Board believes that it would be beneficial to the Portfolio if Stockholders approved reclassifying the Portfolio's investment objectiveand regulatory matters through his prior service as a non-fundamental policyDirector of iShares, Inc. and his service as Chair of the Portfolio, which would be able to be changed solely byBoard and as Trustee or Director of other funds in the Board. ChangingFund Complex. Mr. Reed also gained substantial experience in the Portfolio's investment objective tofinancial services industry through his prior positions as a non-fundamental policy would enable the Portfolio to avoid the costsDirector of Legg Mason, Inc. and delay associated with a future stockholder meeting,as President and would permit the Portfolio, if necessaryCEO of General Motors Asset Management.

Board Structure and subject to Board approval, to respond quickly to a changing regulatory or investment environment.Oversight Function

Both ManagementEach Board's leadership structure features an Independent Director serving as Chairperson and the Board believe these changescommittees described below. The Chairperson participates in the Portfolio's investment objective are in the best interestpreparation of the Portfolioagenda for meetings of each Board and its Stockholders.

Current investment objective: "the preparation of information to be presented to each Board with respect to matters to be acted upon by each Board. The Portfolio seeks long-term capital appreciation by investing primarilyChairperson also presides at all meetings of each Board and is involved in equity securities of non-U.S. issuers domiciled in EAFE countries."

Proposed investment objective: "The Portfolio seeks total return."

The change indiscussions regarding matters pertaining to the Portfolio's investment objective (and accompanying strategy changes) will allow the Portfolio to shift to a broader, global macro mandate from its current European, Australasian and Far East ("EAFE")-focused investment approach. Management believes that the demand for global macro products by clients in the Portfolio's insurance distribution channel is strong, and that these changes will enhance the appealoversight of the Portfolio inmanagement of each Fund between meetings.

Each Board operates using a system of committees to facilitate the insurance channel.

To supporttimely and efficient consideration of all matters of importance to the new portfolio management teamDirectors, its Fund and proposed change in the Portfolio's investment objective, Management has proposedFund Shareholders, and theto facilitate compliance with legal and regulatory requirements and oversight of its Fund's activities and associated risks. Each Board has approved allestablished six standing committees: (1) Audit Committee, (2) Governance Committee, (3) Compliance and Insurance Committee, (4) Equity Investment Committee, (5) Fixed Income, Liquidity and Alternatives Investment Committee and (6) Risk Committee, which are each comprised exclusively of the other changes described below. While these other changes do not require stockholder approval, the implementation of these other changes is contingent upon stockholder approval of the change in the Portfolio's investment objective.

Portfolio Name Change. The Board has approved changing the Portfolio's name to the Global Tactical Asset Allocation Portfolio to more accurately reflect the broader global macro focus of the Portfolio going forward.

Revisions to Investment Strategies and Related Risks. The Board has approved changes to the Portfolio's principal investment strategies. The Portfolio will seek to achieve its new investment objective of total return by investing in a blend of equity securities, fixed-income securities and other asset classes of issuers located in various countries around the world, including the United States. This change in strategy broadensIndependent Directors. Each committee charter governs the scope of the Portfolio's current investment focus which is primarily limitedcommittee's responsibilities with respect to equity securitiesthe oversight of issuers in EAFE countries. the Fund.

The Adviser and/or Sub-Advisers will utilize a top-down investment approach that focuses on asset class, sector, region, country, and currency and thematic allocations. The Portfolio's allocations will be based upon the Adviser's and/or Sub-Adviser's evaluations and analyses, taking into account results of its fundamental market research and recommendations generated by the Adviser's and/or Sub-Adviser's quantitative models. Investment decisions will be made without regardPortfolios are subject to any particular allocation as to geographical location, sector, credit rating, maturity, currency denomination or market capitalization. The Portfolio may invest in any country, including developing or emerging market countries. The Portfolio's investments may be U.S. and non-U.S. dollar denominated. In determining whether to sell a security, the Adviser and/or Sub-Advisers will consider a number of factors,risks, including changes in capital appreciation potential, or the overall assessmentinvestment, compliance, operational and valuation risk, among others. The Boards oversee these risks as part of asset class, sector, region, country,their broader oversight of a Fund's affairs through various Board and currencycommittee activities. Each Board has adopted, and thematic allocation shifts.

periodically reviews, policies and procedures designed to address various risks to a Portfolio. In addition, appropriate personnel, including but not limited to a Fund's Chief Compliance Officer, members of a Fund's administration and accounting teams, representatives from the Portfolio may invest in real estate investment trusts ("REITs")Portfolios' independent registered public accounting firm, a Fund's Treasurer, portfolio management personnel, risk management personnel and mortgage-related or mortgage-backed securities, including collateralized mortgage obligations ("CMOs") collateralized by mortgage loans or mortgage pass-through securities (referred to as "Mortgage Assets").

These revisionsindependent valuation and brokerage evaluation service providers, make regular reports regarding a Fund's activities and related risks to the Portfolio's investment strategies will also result inapplicable Board and the Portfolio being exposed to additional risks associatedcommittees, as appropriate. These reports include, among others, quarterly performance reports, quarterly risk reports and discussions with its investments in fixed-income securities, REITs and mortgage-related or mortgage-backed securities. Fixed-income securities are subject to interest rate risk and credit risk. In addition, a portion of the Portfolio's securities may be rated below investment grade, commonly known as "junk bonds," and may have speculative risk characteristics. Like mutual funds, REITs have expenses, including advisory and administration fees, that are paid by their shareholders. As a result, Stockholders will absorb duplicate levels of fees when the Portfolio invests in REITs. A general downturn in real estate values can also hurt REIT performance. In addition, REITs are subject to certain provisions under federal tax law. The failure of a company to qualify as a REIT could have adverse consequences for the Portfolio, including significantly reducing the return to the Portfolio on its investment in such company. The prices of mortgage securities may be particularly sensitive to changes in interest rates becausemembers of the risk that borrowers will become moreteams relating to each asset class. Each Board's committee structure allows separate committees to focus on different aspects of risk and the potential impact of these risks on some or less likelyall of the funds in the complex and then report back to refinance their mortgages. Because of prepayment issues,the full Board. In between regular meetings, Fund officers also communicate with the Directors regarding material exceptions and items relevant to each Board's risk oversight function. Each Board recognizes that it is not possible to predictidentify all of the ultimate maturityrisks that may affect the Portfolios, and that it is not possible to develop processes and controls to eliminate all of mortgage securities. Ratesthe risks that may affect the Portfolios. Moreover, each Board recognizes that it may be necessary for the Portfolios to bear certain risks (such as investment risk) to achieve their respective investment objectives.

As needed between meetings of prepayment fastereach Board, the Board or a specific committee receives and reviews reports relating to the applicable Fund and engages in discussions with appropriate parties relating to the Fund's operations and related risks.

Board Meetings and Committees

Law and regulation establish both general guidelines and specific duties for the Independent Directors. The Independent Directors of a Fund are charged with recommending to the Fund's Board approval of management, advisory and administration contracts, Rule 12b-1 plans 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 Independent Directors of a Fund are required to select and nominate individuals to fill any Independent Director vacancy on the board of any fund that has a Rule 12b-1 plan of distribution.

slowerEach Board 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. Each Board's Audit Committee is charged with recommending to the full Board the engagement or discharge of the Portfolios' independent registered public accounting firm; directing investigations into matters within the scope of the independent registered public accounting firm's 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 the 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 applicable Fund's system of internal controls; and reviewing the valuation process.

The members of the Audit Committee of each Fund are Nancy C. Everett, Jakki L. Haussler and Joseph J. Kearns. None of the members of a Fund's Audit Committee is an "interested person," as defined under the 1940 Act, of the Fund. Each Independent Director is also "independent" from a Fund under the listing standards of the New York Stock Exchange ("NYSE"). The Chairperson of the Audit Committee of the Fund is Joseph J. Kearns.

The Board of each Fund also has a Governance Committee. Each Governance Committee identifies individuals qualified to serve as Independent Directors on the applicable Fund's Board and on committees of such Board and recommends such qualified individuals for nomination by the Fund's Independent Directors as candidates for election as Independent Directors, advises the Fund's Board with respect to Board composition, procedures and committees, develops and recommends to the Fund's Board a set of corporate governance principles applicable to the Fund, monitors and makes recommendations on corporate governance matters and policies and procedures of the Fund's Board and any Board committees and oversees periodic evaluations of the Fund's Board and its committees. Each Fund has adopted a formal, written Governance Committee Charter, which is included in Exhibit D. A further description of, among other things, the goals and responsibilities of the Governance Committee with respect to Board candidates and nominees and Board composition, procedures and committees can be found in the Governance Committee Charter for each Fund. The members of the Governance Committee of each Fund are Kathleen A. Dennis, Manuel H. Johnson, Michael F. Klein, Patricia A. Maleski and W. Allen Reed, each of whom is an Independent Director. In addition, W. Allen Reed (as Chair of the Morgan Stanley Funds) periodically may attend other operating committee meetings. The Chairperson of each Governance Committee is Kathleen A. Dennis.

The Funds do not have a separate nominating committee. While each Fund's Governance Committee recommends qualified candidates for nominations as Independent Directors, the Board of each Fund believes that the task of nominating prospective Independent Directors is important enough to require the participation of all current Independent Directors, rather than anticipated could resulta separate committee consisting of only certain Independent Directors. Accordingly, all the Independent Directors participate in reduced yields, increased volatilitythe selection and nomination of candidates for election as Independent Directors for each Fund. Persons recommended by a Fund's Governance Committee as candidates for nomination as Independent Directors shall possess such experience, qualifications, attributes, skills and diversity so as to enhance the Board's ability to manage and direct the affairs and business of the Fund, including, when applicable, to enhance the ability of committees of the Board to fulfill their duties and/or reductionsto satisfy any independence requirements imposed by law, regulation or any listing requirements of the NYSE. While the Independent Directors of a Fund expect to be able to continue to identify from their own resources an ample number of qualified candidates for the Fund's Board as they deem appropriate, they will consider nominations from Shareholders to the Board. Nominations from Shareholders should be in net asset value. CMOswriting and sent to the Independent Directors as described below.

Each Board formed the Compliance and Insurance Committee to address insurance coverage and oversee the compliance function for the applicable Fund and the Board. Each Compliance and Insurance Committee consists of Frank L. Bowman, Kathleen A. Dennis and Patricia A. Maleski, each of whom is an Independent Director. The Chairperson of each Compliance and Insurance Committee is Frank L. Bowman.

Each Equity Investment Committee and Fixed Income, Liquidity and Alternatives Investment Committee oversee the applicable Fund's portfolio investment process and review the performance of the Fund's investments. Each Equity Investment Committee and Fixed Income, Liquidity and Alternatives Investment Committee also recommends to the applicable Board to approve or renew the Fund's Investment Advisory, Sub-Advisory and Administration Agreements. Each Investment Committee focuses on the applicable Fund's primary areas of investment, namely equities, fixed income, liquidity and alternatives. Kathleen A. Dennis, Nancy C. Everett, Jakki L. Haussler and Michael F. Klein are members of each Equity Investment Committee. The Chairperson of each Equity Investment Committee is Nancy C. Everett. Frank L. Bowman, Manuel H. Johnson, Joseph J. Kearns and Patricia A. Maleski are members of each Fixed Income, Liquidity and Alternatives Investment Committee. The Chairperson of each Fixed Income, Liquidity and Alternatives Investment Committee is Manuel H. Johnson.

The Risk Committees assist each Board in connection with the oversight of a Fund's risks, including investment risks, operational risks and risks posed

by the Fund's service providers as well as the effectiveness of the guidelines, policies and processes for monitoring and mitigating such risks. The members of the Risk Committee of each Fund are Manuel H. Johnson, Michael F. Klein and W. Allen Reed, each of whom is an Independent Director. The Chairperson of each Risk Committee is Michael F. Klein.

During the most recent fiscal year ended December 31, 2021 for each Fund, each Board held the following meetings:

No Director attended fewer than seventy-five percent of the meetings held by his or her Board or by any committee of which he or she was a member while he or she was a Director during the applicable fiscal year.

Advantages of Having the Same Individuals as Directors for the Morgan Stanley Funds

In addition to being nominated to serve as Independent Directors for each Fund, the Nominees are also being nominated by the boards of all the other Morgan Stanley Funds to serve as Independent Directors. If elected, the Boards of all Morgan Stanley Funds would be comprised of various tranches, the expected cash flowssame individuals. The Independent Directors and each Fund's management believe that having the same Independent Directors for each of the Morgan Stanley Funds avoids the duplication of effort that would arise from having different groups of individuals serving as Independent Directors for each of the funds or even of sub-groups of funds. They believe that having the same individuals serve as Independent Directors of all the Morgan Stanley Funds tends to increase their knowledge and expertise regarding matters which affect the Fund Complex generally and enhances their ability to negotiate on which have varying degreesbehalf of predictability as comparedeach fund with the underlying Mortgage Assets. fund's service providers. This arrangement also precludes the possibility of separate groups of Independent Directors 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 Directors serve on all fund boards enhances the ability of each fund to obtain, at modest cost to each separate fund, the services of Independent Directors of the caliber, experience and business acumen of the individuals who serve as Independent Directors of the Morgan Stanley Funds.

Shareholder Communications

Shareholders may send communications to each Fund's Board. Shareholders should send communications intended for a Fund's Board by addressing the communications directly to the 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 a Fund's office or directly to such Board member(s) at the address specified for each Director previously noted. Other shareholder communications received by a Fund 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 management's discretion based on the matters contained therein.

Compensation

Each Director (except for the Chair of the Boards) receives an annual retainer fee of $295,000 for serving as a Director of the Morgan Stanley Funds. Beginning January 1, 2022, each Advisory Board Member will receive an annual retainer fee of $295,000.

The less predictableAudit Committee Chairperson receives an additional annual retainer fee of $80,000, the cash flow,Risk Committee Chairperson, the higher the yieldEquity Investment Committee Chairperson, Fixed Income, Liquidity and Alternatives Investment Committee Chairperson and Governance Committee Chairperson each receive an additional annual retainer fee of $50,000 and the greaterCompliance and Insurance Committee Chairperson receives an additional annual retainer fee of $65,000. The aggregate compensation paid to each Director is paid by the risk. In addition, ifMorgan Stanley Funds, and is allocated on a pro rata basis among each of the collateral securing CMOsoperational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Chair of the Boards receives a total annual retainer fee of $590,000 for his services and for administrative services provided to each Board.

Each Fund also reimburses such Directors for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings. To the extent that a Director of a Fund is employed by the Adviser, that Director will receive no compensation or any third party guarantees are insufficientexpense reimbursement from the Fund for their services as a Director.

Effective April 1, 2004, each Fund began a Deferred Compensation Plan (the "DC Plan"), which allows each Director to make payments,defer payment of all, or a portion, of the Portfolio could sustain a loss.

Change in Benchmark. To better reflect the Portfolio's new global macro focus,fees he or she receives for serving on the Board has approvedthroughout the year. Each eligible Director generally may elect to have the deferred amounts credited with a changereturn equal to the Portfolio's benchmark index fromtotal return on one or more of the MSCI Europe, AustralasiaMorgan Stanley Funds that are offered as investment options under the DC Plan. At the Director's 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 Director and the Far East (EAFE) Indexbeneficiaries to the MSCI All Country World Index.amounts held under the DC Plan are unsecured and such amounts are subject to the claims of the creditors of the Fund.

Prior to April 1, 2004, each Fund maintained a similar Deferred Compensation Plan (the "Prior DC Plan"), which also allowed each Independent Director to defer payment of all, or a portion, of the fees he or she received for serving on the Board of Directors throughout the year. Generally, 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 the aggregate compensation payable to each Director by the Funds for the fiscal year ended December 31, 2021 and the aggregate compensation payable to each of the Directors by the Fund Complex for the calendar year ended December 31, 2021.

For both Funds, if a Proxy Card is properly executed and returned accompanied by instructions to changewithhold authority (an abstention), the Portfolio's investment objectiveShares represented thereby will be counted as Shares present and entitled to reclassify itvote for purposes of determining whether a quorum is present. Properly executed but unmarked Proxy Cards (that is Proxy Cards that do not indicate how the vote should be cast) submitted by Shareholders will be counted as Shares present and entitled to vote for purposes of determining whether a non-fundamental policy ofquorum is present and will be voted FOR the Portfolio.Proposal.

REQUIRED VOTEApproval Requirements

Approval of the Proposal requires the approvalaffirmative vote of a majority of Shares represented in person or by proxy and entitled to vote at the Meeting. Abstentions are not considered votes "FOR" the Proposal at the Meeting. As a result, abstentions have the same effect as a vote against the Proposal.

Although this Joint Proxy Statement may include information relating to a Portfolio or Fund that you did not own Shares of as of the Record Date (because a Joint Proxy Statement and Meeting is expected to be more cost effective given the same Proposal is being considered by each Fund), the

Proposal will be voted upon separately by Shareholders of each Fund. Shareholders of each Portfolio of a Fund will vote together as a single class with respect to the Proposal and the outcome of the Proposal for one Fund will not impact the outcome for the other Fund.

Adjournments

In the absence of a quorum, the Meeting may be adjourned in accordance with a Fund's by-laws by: (1) the chairman of the Meeting; (2) an officer of the Fund; or (3) the affirmative vote of the holders of a "majoritymajority of the outstanding voting securities" of the Portfolio which under the Investment Company Act means the affirmative vote of the lesser of (a) 67% or more of the voting securitiesShares then present at the Meetingin person or represented by proxy if the holders of more than 50%and entitled to vote thereat. The chairman of the outstanding voting securitiesMeeting, an officer of the Portfolio areFund or the Shareholders present in person or represented by proxy at the Meeting and entitled to vote thereat also shall have the power to adjourn the Meeting from time to time in accordance with a Fund's by-laws if the vote required to approve or (b) more than 50% of the outstanding voting securities of the Portfolio. The Board has considered various factors and believes that approval of the Proposal is in the best interest of the Portfolio and its Stockholders. Ifreject the Proposal is not approved by the Stockholders, the Portfolio's current investment objective will remain in effect.obtained.

SECURITY OWNERSHIP OF DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERSIndependent Registered Public Accounting Firm

AsThe Board of June [ ], 2010, the aggregate number of shareseach Fund, including a majority of the Portfolio owned byIndependent Directors acting on the Fund's officers and Directors as a group was less than one percentrecommendation of the Portfolio's outstanding shares. ForAudit Committee of the Board of such Fund, has selected Ernst & Young LLP, located at 200 Clarendon Street, Boston, MA 02116-5021, to act as the independent registered public accounting firm for each Portfolio for its respective fiscal year.

Additional information regarding persons who owned beneficially more than 5% of the Portfolio's outstanding shares as of June [ ], 2010, please see fees each Fund paid to its independent registered public accounting firm during the two previous fiscal years is included in Exhibit A. Except as set forth on Exhibit A, to the knowledge the Fund, as of June [ ], 2010, no person was the beneficial owner of more than 5% of the Portfolio's shares, as of that date.E.

OTHER MATTERS

No business other than as set forth herein isRepresentatives from Ernst & Young LLP are not expected to come before any Meeting, but should any other matter requiringbe present at the Meeting. Ernst & Young LLP will have the opportunity to make a vote of Stockholders arise, including any question asstatement if they desire to an adjournment of the Meeting for the Portfolio, the persons named in the enclosed Proxy Card will vote thereon accordingdo so and representatives from Ernst & Young LLP are expected to their best judgment in the interests of the Portfolio.be available by telephone to respond to appropriate questions.

SHAREHOLDER PROPOSALSAdministrator

The Fund doesAdviser, whose principal address is 522 Fifth Avenue, New York, NY 10036, also serves as administrator for each Fund. State Street Bank and Trust Company serves as sub-administrator to each Fund. The business address of State Street Bank and Trust Company is One Lincoln Street, Boston, MA 02111-2101.

Principal Underwriter

Morgan Stanley Distribution, Inc., whose principal address is 522 Fifth Avenue, New York, NY 10036, is the principal underwriter for each Portfolio.

Submission of Shareholder Proposals

The Funds are not hold regular annual meetings of Stockholders. As a general matter, the Fund doesrequired and do not intend to hold future regular annualshareholder meetings unless shareholder action is required in accordance with the 1940 Act or special meetings of their Stockholders unless required by the Investment Company Act. Any shareholderother applicable law or a Fund's Charter or by-laws. Shareholders who wisheswould like to submit proposals for consideration at a meetingfuture shareholder meetings of Stockholders of thea Fund should send such Proposalwritten proposals to the Fund, c/o Morgan Stanley Investment Management Inc., 522 Fifth Avenue, Legal Department—19th Floor,Mary E. Mullin, Secretary, 1633 Broadway, New York, New York 10036.NY 10019. To be considered for presentation at a shareholderShareholders' meeting, rules promulgated by the SECSecurities and Exchange Commission require that, among other things, a shareholder'sShareholder's proposal must be received at the offices of the Fund within a reasonable time before a solicitation is made. Timely submission of a proposal does not necessarily mean that such proposal will be included.

Other Matters

The Boards know of no business, other than that set forth in the Notice, to be presented for consideration at the Meeting. However, the Joint Proxy Statement confers discretionary authority upon the persons named as proxies on the enclosed Proxy Card(s) to vote as they determine on other business, not currently contemplated, which may come before the Meeting.

MARY E. MULLIN
Secretary

Dated: [July 16], 2010January 7, 2022

Stockholders of the PortfolioShareholders who do not expect to be present at the Meeting and who wish to have their sharesShares voted are requested to vote their sharesShares over the Internet, by telephone or by dating and signing the enclosed Proxy CardCard(s) or Voting Instruction Card(s) and returning it in the enclosed envelope. No postage is required if mailed in the United States.

EXHIBIT A

SHARES OUTSTANDING

Each Portfolio's Shares outstanding as of the Record Date is set forth in the table below.

MSVIF

MSVIS

EXHIBIT B

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

To the knowledgeAs of the management of the Fund, as of June [ ], 2010,November 30, 2021, the following persons were beneficial ownersknown to own of record or beneficially 5% or more of the outstanding sharesShares of any class of the International MagnumPortfolios listed below:

MSVIF

Income Plus Portfolio (Class I shares).

MSVIS

Core Plus Fixed Income Portfolio

Discovery Portfolio

Emerging Markets Debt Portfolio

Emerging Markets Equity Portfolio

Global Franchise Portfolio

Global Infrastructure Portfolio

Global Real Estate Portfolio

Global Strategist Portfolio

Growth Portfolio

U.S. Real Estate Portfolio

A Shareholder who beneficially owns, either directly or through one or more controlled companies, more than 25 percent of the voting securities of a Portfolio may be presumed to "control" (as that term is defined in the 1940 Act) such Portfolio. A control person may be able to facilitate shareholder approval of proposals it favors and to impede shareholder approval of proposals it opposes. If a control person owns a sufficient number of a Portfolio's outstanding voting securities, then, for certain proposals, one or more such control persons may be able to approve, or to prevent approval, of

such proposals without regard to votes by other Shareholders. However, as described above, each Participating Insurance Company will generally vote the Shares held in its Separate Accounts: (i) for which timely voting instructions are received from Contract Owners, in accordance with such instructions; and (ii) for which no voting instructions are timely received, in the same proportion as all Shares for which Contract Owners have provided voting instructions to the Participating Insurance Company.

The Shareholders set forth in the foregoing tables are the Shareholders of record and may be deemed to be the beneficial owners of certain of the Shares listed for certain purposes under the securities laws. However, these entities generally do not have an economic interest in these Shares and would ordinarily disclaim any beneficial ownership therein. The Funds generally have no knowledge whether all or any portion of the Shares owned of record are also owned beneficially.

EXHIBIT C

EXECUTIVE OFFICER INFORMATION

The table below provides certain information regarding the current executive officers of each Fund.

EXHIBIT D

JOINT GOVERNANCE COMMITTEE CHARTER
OF THE
MORGAN STANLEY FUNDS

AS ADOPTED ON JULY 31, 2003
AND AS AMENDED ON
FEBRUARY 20, 2007, JUNE 17, 2010, JUNE 27 AND 28, 2012,
MAY 29, 2013, MAY 28, 2014, JUNE 9, 2015, JUNE 15, 2016,
SEPTEMBER 28, 2017, JUNE 14, 2018, DECEMBER 5, 2018,
DECEMBER 11, 2019 AND MARCH 4, 2021

The Boards of Directors/Trustees (collectively, the "Board") of the registered investment companies (each a "Fund" and collectively, the "Funds") advised or managed by Morgan Stanley Investment Management Inc. and Morgan Stanley AIP GP LP (as listed in Exhibit A,⁽¹⁾ as may be amended from time to time) have adopted and approved this Charter for the governance committee (the "Governance Committee") of the Board of the Funds.⁽²⁾

1.  COMPOSITION

The Governance Committee shall be comprised of no fewer than one Trustee of the Board. Governance Committee members shall be designated by the full Board, and the manner of selection of the Governance Committee Chairperson shall also be designated by the full Board. From time to time the Chairman of the Board may participate in and vote at Governance Committee meetings. The Chairperson, his/her designee or a designee of a Committee member shall set the agenda for, and preside at, each meeting of the Governance Committee and shall engage in such other activities on behalf of the Governance Committee as shall be determined from time to time by the Governance Committee.

Each member of the Governance Committee shall be an independent director or trustee. A person shall be considered to be independent if he or she: (1) is independent as defined in Section 303A.02 of the New York Stock Exchange Listed Company Manual; (2) is not an "interested person" as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the

⁽¹⁾  Omitted

⁽²⁾  This Joint Governance Committee Charter has been adopted by each Fund. Solely for the sake of clarity and simplicity, this Joint Governance Committee Charter has been drafted as if there is a single Fund, a single Governance Committee and a single Board. The terms "Governance Committee," "Trustees" and "Board" mean the Governance Committee, Trustees and the Board of each Fund, respectively, unless the context otherwise requires. The Governance Committee, Trustees and the Board of each Fund, however, shall act separately and in the best interests of its respective Fund.

"1940 Act"); and (3) does not accept, directly or indirectly, any consulting, advisory or other compensatory fee from the Fund or their investment adviser or any affiliated person of the adviser, other than fees from the Fund for serving as a member of the Board or Committees of the Board. Such independent directors or trustees are referred to herein as the "Independent Trustees."

2.  MEETINGS OF THE GOVERNANCE COMMITTEE

The Governance Committee may fix its own rules of procedure, which shall be consistent with the Fund's organizational documents and this Governance Committee Charter. The Governance Committee, in its discretion, may request members of management or others, whose advice and counsel are sought by the Governance Committee, to attend its meetings (or portions thereof) and to provide such pertinent information as the Governance Committee requests.

The Governance Committee shall meet independently at each regularly scheduled Board meeting and at such other times as deemed appropriate by the Governance Committee but no less frequently than four times per year. Members of the Governance Committee may participate in a meeting of the Governance Committee by means of conference call or similar communications equipment, including but not limited to Zoom or other video conference applications, by means of which all persons participating in such meeting can hear each other.

3.  AUTHORITY

The Governance Committee shall have the authority to carry out its duties and responsibilities as set forth in this Joint Governance Committee Charter.

4.  GOALS, DUTIES AND RESPONSIBILITIES OF THE GOVERNANCE COMMITTEE

In carrying out its duties and responsibilities, the Governance Committee's policies and procedures will remain flexible, so that it may be in a position to react or respond to changing circumstances or conditions. The following are the duties and responsibilities of the Governance Committee.

a.  Board Candidates and Nominees

In carrying out its mission to evaluate the suitability of potential candidates for election to the Board and function as the Nominating Committee and Compensation Committee for purposes of Section 303A.04 and 303A.05 of the New York Stock Exchange Listed Company Manual and recommend candidates for nomination by the Independent Trustees, the Governance Committee shall have the following goals and responsibilities with respect to Board candidates and nominees:

i.  evaluate the suitability of potential trustee/director candidates proposed by Trustees, shareholders or others; and

ii.  recommend, for nomination by the Independent Trustees, candidates for election as an Independent Trustee by the shareholders or appointment by the Board, as the case may be, pursuant to the Fund's organizational documents. Persons recommended by the Governance Committee shall possess such knowledge, experience, skills, expertise and diversity so as to enhance the Board's ability to manage and direct the affairs and business of the Fund, including, when applicable, to enhance the ability of committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law, regulation or any listing requirements of the New York Stock Exchange ("NYSE") as applicable to the Fund;

b.  Selection, Nomination of Committee Members

In carrying out its mission to appoint members of each standing committee and sub-committee of the Board, the Governance Committee shall appoint members of each standing committee and sub-committee of the Board, and may appoint persons as chairperson and, if desired, deputy chairperson, of each such committee and sub- committee in consultation with the Board. Evaluation by the Governance Committee of a person as a potential committee or sub-committee member shall include the factors set forth above under "Board Candidates and Nominees," to the extent that such factors are applicable or relevant. An individual may be nominated to serve on more than one committee or sub-committee of the Board.

c.  Corporate Governance

In carrying out its mission to develop and recommend to the Board a set of corporate governance principles applicable to the Fund, monitor corporate governance matters and make recommendations to the Board and act as the administrative committee with respect to Board policies and procedures, and committee or sub-committee policies and procedures, the Governance Committee shall have the following goals and principles with respect to Board corporate governance:

i.  monitor corporate governance principles for the Fund, which shall be consistent with any applicable laws, regulations and listing standards, considering, but not limited to, the following:

(1)  trustee/director qualification standards to reflect the independence requirements of the Sarbanes-Oxley Act of 2002, as amended ("SOX Act") and the rules thereunder, the 1940 Act, and the NYSE;

(2)  trustee/director duties and responsibilities;

(3)  trustee/director access to management, and, as necessary and appropriate, independent advisers; and

(4)  trustee/director orientation and continuing education;

ii.  review periodically the corporate governance principles adopted by the Board to assure that they are appropriate for the Fund and comply with the requirements of SOX Act, the 1940 Act and the NYSE, and to recommend any desirable changes to the Board; and

iii.  consider other corporate governance issues that arise from time to time, and to develop appropriate recommendations for the Board.

d.  Periodic Evaluations

In carrying out its mission to oversee periodic evaluations of the Board and any Committees of the Board, the Governance Committee shall be responsible for overseeing the evaluation of the Board as a whole and each Committee. The Governance Committee shall establish procedures to allow it to exercise this oversight function.

In conducting this review, the Governance Committee shall evaluate whether the Board appropriately addresses the matters that are or should be within its scope pursuant to the set of corporate governance principles adopted by the Governance Committee. The Governance Committee shall address matters that the Governance Committee considers relevant to the Board's performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by management of the Fund to the Board and whether the number and length of meetings of the Board were adequate for the Board to complete its work in a thorough and thoughtful manner.

The Governance Committee shall report to the Board on the results of its evaluation, including any recommended changes to the principles of corporate governance, and any recommended changes to the Fund's or the Board's or a Committee's policies or procedures. This report may be written or oral.

5.  AUTHORITY TO ENGAGE INDEPENDENT COUNSEL AND ADVISERS

The Governance Committee is authorized to: (a) engage independent counsel to the Funds' independent Directors/Trustees, and other advisers, as it determines to be necessary to carry out its duties; and (b) require the Funds to provide appropriate funding, as determined by the Governance Committee, for payment of compensation to the independent counsel and other advisers.

6.  INTERIM ACTIONS BY THE GOVERNANCE COMMITTEE

From time to time, the Governance Committee may delegate to the Chairperson or other designated Governance Committee member the responsibility to act, on an interim basis between meetings of the Governance Committee or Board, on governance related matters, provided that the Governance Committee or Board is not required by this Joint Governance Committee Charter or law to take such actions. In addition, interim actions may be taken by written consent of the Governance Committee. All other interim actions by the Chairperson or his/her designee not taken by consent or delegation will be submitted for ratification at the next meeting of the Governance Committee.

7.  MINUTES OF MEETINGS; REPORTING TO THE BOARD

The Governance Committee shall cause to be made and kept minutes of its meetings. The Governance Committee shall report to the Board its activities, findings and recommendations.

8.  REVIEW OF JOINT GOVERNANCE COMMITTEE CHARTER

The Governance Committee shall review this Joint Governance Committee Charter at least annually, and shall recommend any changes to the Board. This Joint Governance Committee Charter may be amended only by the Board, with the approval of a majority of the Independent Trustees.

EXHIBIT E

AUDITOR FEES

Audit Fees

The aggregate fees billed by Ernst & Young LLP in connection with the annual audit of each Fund's financial statements for the two most recent fiscal years are set forth below.

Audit-Related Fees

The aggregate audit-related fees billed by Ernst & Young LLP related to the annual audit of each Fund's financial statements for the two most recent fiscal years are set forth below.

Tax Fees

The aggregate fees billed by Ernst & Young LLP in connection with tax compliance, tax advice and tax planning for each Fund for the two most recent fiscal years are set forth below, which represent fees paid for the review of the Federal, state and local tax returns for each Fund.

All Other Fees

All fees billed by Ernst & Young LLP for any other products and services not set forth above for each Fund for the two most recent fiscal years are set forth below.

Audit Committee Pre-Approval

It is the policy of the Audit Committee of the Board of each Fund to review and pre-approve all auditing and non-auditing services to be provided to the Fund by the Fund's independent auditor. The Audit Committee Audit and Non-Audit Pre-Approval Policy and Procedures (the "Policy") requires each Audit Committee to either generally pre-approve certain services without consideration of specific case-by-case services, or requires the specific pre-approval of services by the Audit Committee or its delegate. Under the Policy, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee if it is to be provided by the independent auditors. 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. The Policy is included in Appendix A.

All of the audit fees, audit-related fees, tax fees and other fees described above for which Ernst & Young LLP billed a Fund for the fiscal years indicated were pre-approved by the Audit Committee. None of the audit-related fees, tax fees and other fees were approved by the Audit Committee pursuant to the "de minimis exception" set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X. Ernst & Young LLP did not provide any audit-related, tax, or other non-audit services to the Adviser or any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to a Fund that the Audit Committee was required to approve pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X.

Aggregate Non-Audit Fees Paid by the Adviser and Affiliated Entities

The aggregate fees billed for professional services rendered by Ernst & Young LLP for all other services provided to each Fund, the Adviser, and to any entities controlling, controlled by or under common control with the Adviser that provide ongoing services to a Fund were:

The Audit Committee of the Board of each Fund, as applicable, has considered whether the provision of non-audit services and the provision of services to affiliates of the Adviser is compatible with maintaining the independence of Ernst & Young LLP.

APPENDIX A

AUDIT COMMITTEE
AUDIT AND NON-AUDIT SERVICES
PRE-APPROVAL POLICY AND PROCEDURES
OF THE
MORGAN STANLEY FUNDS

AS ADOPTED AND AMENDED JULY 23, 2004 AND JUNE 12 AND 13, 2019⁽¹⁾

1.  Statement of Principles

The Audit Committee of the Board is required to review and, in its sole discretion, pre-approve all Covered Services to be provided by the Independent Auditors to the Fund and Covered Entities in order to assure that services performed by the Independent Auditors do not impair the auditor's independence from the Fund.

The SEC has issued rules specifying the types of services that an independent auditor may not provide to its audit client, as well as the audit committee's administration of the engagement of the independent auditor. The SEC's rules establish two different approaches to pre-approving services, which the SEC considers to be equally valid. Proposed services either: may be pre-approved without consideration of specific case-by-case services by the Audit Committee ("general pre-approval"); or require the specific pre-approval of the Audit Committee or its delegate ("specific pre-approval"). The Audit Committee believes that the combination of these two approaches in this Policy will result in an effective and efficient procedure to pre-approve services performed by the Independent Auditors. As set forth in this Policy, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee (or by any member of the Audit Committee to which pre-approval authority has been delegated) if it is to be provided by the Independent Auditors. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval by the Audit Committee.

The appendices to this Policy describe the Audit, Audit-related, Tax and All Other services that have the general pre-approval of the Audit Committee. The term of any general pre-approval is 12 months from the date of pre-approval, unless the Audit Committee considers and provides a different period and states otherwise. The Audit Committee will annually review and pre-approve

⁽¹⁾  This Audit Committee Audit and Non-Audit Services Pre-Approval Policy and Procedures (the "Policy"), adopted as of the date above, supersedes and replaces all prior versions that may have been adopted from time to time.

the services that may be provided by the Independent Auditors without obtaining specific pre-approval from the Audit Committee. The Audit Committee will add to or subtract from the list of general pre-approved services from time to time, based on subsequent determinations.

The purpose of this Policy is to set forth the policy and procedures by which the Audit Committee intends to fulfill its responsibilities. It does not delegate the Audit Committee's responsibilities to pre-approve services performed by the Independent Auditors to management.

The Fund's Independent Auditors have reviewed this Policy and believes that implementation of the Policy will not adversely affect the Independent Auditors' independence.

2.  Delegation

As provided in the Act and the SEC's rules, the Audit Committee may delegate either type of pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

3.  Audit Services

The annual Audit services engagement terms and fees are subject to the specific pre-approval of the Audit Committee. Audit services include the annual financial statement audit and other procedures required to be performed by the Independent Auditors to be able to form an opinion on the Fund's financial statements. These other procedures include information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control, and consultations relating to the audit. The Audit Committee will approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, Fund structure or other items.

In addition to the annual Audit services engagement approved by the Audit Committee, the Audit Committee may grant general pre-approval to other Audit services, which are those services that only the Independent Auditors reasonably can provide. Other Audit services may include statutory audits and services associated with SEC registration statements (on Forms N-1A, N-2, N-3, N-4, etc.), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings.

The Audit Committee has pre-approved the Audit services in Appendix B.1. All other Audit services not listed in Appendix B.1 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).

4.  Audit-related Services

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Fund's financial statements and, to the extent they are Covered Services, the Covered Entities or that are traditionally performed by the Independent Auditors. Because the Audit Committee believes that the provision of Audit-related services does not impair the independence of the auditor and is consistent with the SEC's rules on auditor independence, the Audit Committee may grant general pre-approval to Audit-related services. Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as "Audit services"; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements under Forms N-CEN and/or N-CSR.

The Audit Committee has pre-approved the Audit-related services in Appendix B.2. All other Audit-related services not listed in Appendix B.2 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).

5.  Tax Services

The Audit Committee believes that the Independent Auditors can provide Tax services to the Fund and, to the extent they are Covered Services, the Covered Entities, such as tax compliance, tax planning and tax advice without impairing the auditor's independence, and the SEC has stated that the Independent Auditors may provide such services.

Pursuant to the preceding paragraph, the Audit Committee has pre-approved the Tax Services in Appendix B.3. All Tax services in Appendix B.3 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).

6.  All Other Services

The Audit Committee believes, based on the SEC's rules prohibiting the Independent Auditors from providing specific non-audit services, that other types of non-audit services are permitted. Accordingly, the Audit Committee believes it may grant general pre-approval to those permissible non-audit services classified as All Other services that it believes are routine and recurring services, would not impair the independence of the auditor and are consistent with the SEC's rules on auditor independence.

The Audit Committee has pre-approved the All Other services in Appendix B.4. Permissible All Other services not listed in Appendix B.4 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).

7.  Pre-Approval Fee Levels or Budgeted Amounts

Pre-approval fee levels or budgeted amounts for all services to be provided by the Independent Auditors will be established annually by the Audit Committee. Any proposed services exceeding these levels or amounts will require specific pre-approval by the Audit Committee. The Audit Committee is mindful of the overall relationship of fees for audit and non-audit services in determining whether to pre-approve any such services.

8. ��Procedures

All requests or applications for services to be provided by the Independent Auditors that do not require specific approval by the Audit Committee will be submitted to the Fund's Principal Financial and Accounting Officer and must include a detailed description of the services to be rendered. The Fund's Principal Financial and Accounting Officer will determine whether such services are included within the list of services that have received the general pre-approval of the Audit Committee. The Audit Committee will be informed on a timely basis of any such services rendered by the Independent Auditors. Requests or applications to provide services that require specific approval by the Audit Committee or Chairperson of the Audit Committee will be submitted to the Audit Committee by the Fund's Principal Financial and Accounting Officer, who, after consultation with the Independent Auditors, will discuss whether the request or application is consistent with the SEC's rules on auditor independence.

The Audit Committee has designated the Fund's Principal Financial and Accounting Officer to monitor the performance of all services provided by the Independent Auditors and to determine whether such services are in compliance with this Policy. The Fund's Principal Financial and Accounting Officer will report to the Audit Committee on a periodic basis on the results of its monitoring. Both the Fund's Principal Financial and Accounting Officer and management will immediately report to the Chairperson of the Audit Committee any breach of this Policy that comes to the attention of the Fund's Principal Financial and Accounting Officer or any member of management.

9.  Additional Requirements

The Audit Committee has determined to take additional measures on an annual basis to meet its responsibility to oversee the work of the Independent Auditors and to assure the auditor's independence from the Fund, such as reviewing a formal written statement from the Independent Auditors delineating all relationships between the Independent Auditors and the Fund,

consistent with the PCAOB's Ethics and Independence Rule 3526, and discussing with the Independent Auditors its methods and procedures for ensuring independence.

10.  Covered Entities

Covered Entities include the Fund's investment adviser(s) and any entity controlling, controlled by or under common control with the Fund's investment adviser(s) that provides ongoing services to the Fund(s). Beginning with non-audit service contracts entered into on or after May 6, 2003, the Fund's audit committee must pre-approve non-audit services provided not only to the Fund but also to the Covered Entities if the engagements relate directly to the operations and financial reporting of the Fund. This list of Covered Entities would include:

Morgan Stanley Funds

Morgan Stanley & Co. LLC

Morgan Stanley Investment Management Inc.

Morgan Stanley Investment Management Limited

Morgan Stanley Investment Management Private Limited

Morgan Stanley Asset & Investment Trust Management Co., Limited

Morgan Stanley Investment Management Company

Morgan Stanley Services Company, Inc.

Morgan Stanley Distribution, Inc.

Morgan Stanley AIP GP LP

Morgan Stanley Alternative Investment Partners LP

Morgan Stanley Smith Barney LLC

Morgan Stanley Capital Management LLC

Morgan Stanley Asia Limited

Morgan Stanley Services Group