EXHIBIT 99.1
AGREEMENT
This Agreement (this "Agreement") is made and entered into on January 22, 2018, and effective as of such date (the "Effective Date") by and between Morgan Stanley Investment Management Inc. ("MSIM") and Karpus Management, Inc. d/b/a Karpus Investment Management (together with its present or future affiliates, "Karpus").
WHEREAS, MSIM is an investment adviser registered with the Securities and Exchange Commission ("SEC") under the Investment Advisers Act of 1940, as amended, and is the investment adviser to Morgan Stanley Income Securities Inc. ("ICB"), a closed-end management investment company, the shares of common stock of which are publicly traded;
WHEREAS, Karpus and certain funds and accounts discretionarily advised, managed, sponsored or controlled by Karpus ("Karpus Discretionary Accounts") are stockholders of ICB;
WHEREAS, Karpus and ICB entered into a Non-Disclosure Agreement as of January 8, 2018 (the "NDA") in order to engage in discussions regarding ICB, Karpus' investment in ICB and one or more proposals with respect to ICB (the "ICB Discussions") and in connection with such ICB Discussions acquire from ICB and its officers, agents and legal counsel certain oral and written Confidential Information (as such term defined in the NDA);
WHEREAS, in the course of the ICB Discussions, MSIM discussed with Karpus a proposal whereby ICB would merge with and into an existing Morgan Stanley advised open-end mutual fund with similar investment objectives to ICB, which proposal MSIM has presented to the Board of Directors of ICB (the "ICB Board") for approval (the "ICB Proposal");
WHEREAS, the ICB Board has approved the ICB Proposal and is expected to recommend the ICB Proposal for consideration and approval by ICB's stockholders at a future special meeting of stockholders (the "ICB Special Meeting"), which would be described in a definitive proxy statement to be filed with the SEC and distributed to stockholders of record (the "ICB Proxy"); and
WHEREAS, Karpus and MSIM wish to memorialize their agreement to certain terms arising out of the ICB Discussions with respect to future activities pertaining to ICB and other management investment companies currently advised, managed or sponsored by MSIM, with such management investment companies set forth on Schedule A attached hereto (collectively, the "MSIM Funds") in which Karpus may be an investor;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the parties agree as follows:
1. With respect to ICB, (a) Karpus shall (i) retain its current investment in ICB until the record date stated in the ICB Proxy and cause all shares of ICB held by Karpus and/or Karpus Discretionary Accounts to be retained and shall not grant any proxy over any such shares or otherwise dispose of beneficial ownership of such shares, (ii) vote and/or cause all of its shares of ICB held by Karpus and/or Karpus Discretionary Accounts to be voted at the ICB Special Meeting in accordance with the recommendations of the ICB Board as set forth in the ICB Proxy, and (b) Karpus shall not (and shall not cause its officers, directors and present or future affiliates), directly or indirectly, solicit, recommend, vote for, or encourage any other person or entity to solicit or vote for, formally or informally, or otherwise invite, initiate or take any action that would impede or interfere with the recommendations of the ICB Board contained in the ICB Proxy or lead to a proposal from any other person regarding the proposals set forth in the ICB Proxy. Notwithstanding clause 1(a) above, Karpus shall be permitted to sell any ICB shares on behalf of its Karpus Discretionary Accounts that it is specifically directed to sell.
2. With respect to the MSIM Funds, for a period of two years year from the Effective Date (the "Restricted Period"), Karpus shall not: (i) submit any stockholder proposals for the vote or consent (collectively, "vote") of stockholders (whether or not pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or otherwise); (ii) nominate any candidate for election as a director or trustee; (iii) solicit proxies for any stockholder proposals or nominations of candidates for election as directors or trustees of any MSIM Fund; (iv) directly or indirectly, encourage, recommend, advise or urge others to put forward stockholder proposals, including any proposal to replace the investment adviser or manager or sub-adviser of any MSIM Fund, or nominations with respect to directors or trustees of any MSIM Fund; (v) directly or indirectly, indicate support or approval for any stockholder proposals or nominations relating to any MSIM Fund (except by voting pursuant to clause (vi) of this sentence); (vi) directly or indirectly, cause or permit shares of any MSIM Fund held by Karpus and/or Karpus Discretionary Accounts to be voted on any matter in any way other than in accordance with the recommendations of that MSIM Fund's Board; or (viii) directly or indirectly, solicit or encourage others to vote against any matter recommended by a MSIM Fund's Board of Directors or Trustees, except with respect to any proposed change to a MSIM Fund's fundamental investment policy, upon which Karpus shall vote as it so determines.
3. During the Restricted Period, each party hereto shall, and shall instruct its controlled affiliates to, refrain from directly or indirectly disparaging, impugning or taking of any action reasonably likely to damage the reputation of the other party, any MSIM Fund or the Board of Directors or Trustees of any MSIM Fund. The foregoing shall not apply to any compelled testimony or production of information, either by legal process or subpoena or in connection with a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought.
4. Other than pursuant to and in accordance with the last sentence of Section 3, as made public by MSIM or the MSIM Funds, or as may be required by law or regulatory process or agency, such as in connection with publication of the ICB Proxy, all terms and provisions of this Agreement shall remain confidential. For the avoidance of doubt, the parties acknowledge that Karpus is required to file a copy of this Agreement with its Schedule 13D (to be filed with the SEC promptly following the date of this Agreement), and following such filing this Agreement shall no longer be confidential. ICB shall issue a press release disclosing this Agreement promptly following approval, a copy of which is attached hereto as Exhibit A.
5. MSIM shall use its best efforts to cause ICB to recommend the approval of the ICB Proposal by ICB's Stockholders, and to engage a proxy solicitor and use all commercially reasonable efforts to cause the approval of the ICB Proposal by ICB's stockholders.
6. This Agreement shall terminate upon the earlier to occur of: (i) the ICB Proxy is not filed with the Securities Exchange Commission on or prior to March 15, 2018; (iii) the ICB Special Meeting is not held on or prior to June 22, 2018; (iii) the ICB Proposal is not approved by ICB shareholders on or prior to June 22, 2018; or (iv) the ICB proposal is not implemented by ICB on or prior to July 31, 2018. Sections 7-11 shall survive any such termination.
7. Any notices hereunder shall be delivered by email or facsimile, with a copy by ordinary mail, directed as follows:
To the MSIM Funds and MSIM, by delivery to:Morgan Stanley Investment Management Inc.
Attention: Office of the Funds
522 Fifth Avenue, 5th Floor
New York, New York 10036With a copy to:Morgan Stanley Investment Management Inc.
Attention: General Counsel
522 Fifth Avenue, 19th Floor
New York, New York 10036To Karpus, by delivery to:Daniel L. Lippincott, CFA
Director of Investment Personnel and Sr. Tax-Sensitive Manager
Karpus Investment Management
183 Sully's Trail
Pittsford, New York 14534
Email: daniel@karpus.com
Telephone: (585) 586-4680
Facsimile: (585) 586-4315With a copy to:Adam W. Finerman, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
Email: afinerman@olshanlaw.com
Telephone: (212) 451-2289
Facsimile: (212) 451-2222
8. This Agreement shall be binding upon and inure to the benefit of the parties and their respective agents, executors, heirs, successors and assigns and shall be for the benefit of and enforceable by each MSIM Fund and its successors and assigns.
9. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
10. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflict of laws provisions. The parties agree that the state and federal courts of the State of New York shall be the proper forums for any legal controversy arising in connection with this Agreement, and the parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction of such courts for such purposes. Except as prohibited by law, none of the parties shall seek a jury trial in any legal controversy arising in connection with this Agreement. None of the parties will seek to consolidate any such action in which a jury trial has been waived with any other action in which a jury trial has not been waived. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THE PROVISIONS HEREOF SHALL BE SUBJECT TO NO EXCEPTIONS.
11. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and may be modified or amended only by a writing signed by an authorized representative of each of the parties hereto. No representations, warranties, or inducements have been made by any party hereto concerning this Agreement other than those contained and memorialized herein. This Agreement is the product of mutual bargaining between and among the parties and, therefore, will not be construed against one party or another.
| MORGAN STANLEY INVESTMENT MANAGEMENT INC. |
| | |
| By: | /s/ Mary Alice Dunne |
| | Name: | Mary Alice Dunne |
| | Title: | Managing Director |
| KARPUS MANAGEMENT, INC. D/B/A KARPUS INVESTMENT MANAGEMENT |
| | |
| By: | /s/ Daniel L. Lippincott |
| | Name: | Daniel L. Lippincott |
| | Title: | Director of Investment Personnel and Sr. Tax-Sensitive Portfolio Manager |
Schedule AMSIM Funds* Morgan Stanley Asia-Pacific Fund, Inc.
* Morgan Stanley China A Share Fund, Inc.
* Morgan Stanley Emerging Markets Fund, Inc.
* Morgan Stanley Emerging Markets Debt Fund, Inc.
* Morgan Stanley Emerging Markets Domestic Debt Fund, Inc.
* Morgan Stanley Income Securities Inc.
* Morgan Stanley India Investment Fund, Inc.
* Morgan Stanley Institutional Fund Trust - Corporate Bond Portfolio
* The Latin American Discovery Fund, Inc.
* The Thai Fund, Inc.
Exhibit AICB Press ReleaseMORGAN STANLEY
January 22, 2018
Morgan Stanley Income Securities Inc. Announces Reorganization into
Morgan Stanley Institutional Fund Trust - Corporate Bond PortfolioNEW YORK - Morgan Stanley Income Securities Inc. (NYSE: ICB) (the "Fund") announced that, after considering the recommendation of the Fund's investment adviser, the Board of Directors of the Fund determined that it would be in the best interest of stockholders of the Fund to approve an Agreement and Plan of Reorganization by and between the Fund and Morgan Stanley Institutional Fund Trust, on behalf of its series Corporate Bond Portfolio ("MSIFT Corporate Bond"), pursuant to which substantially all of the assets and liabilities of the Fund would be transferred to MSIFT Corporate Bond and stockholders of the Fund would become shareholders of MSIFT Corporate Bond, receiving shares of beneficial interest of MSIFT Corporate Bond equal to the value of their holdings in the Fund (the "Reorganization"). Upon execution of the Reorganization, shares of the Fund would cease to trade on the New York Stock Exchange; however, after the Reorganization, shares of MSIFT Corporate Bond may be purchased and redeemed at the option of shareholders at net asset value on a daily basis, subject to the terms described in the registration statement for MSIFT Corporate Bond.
The Reorganization is subject to certain conditions, including stockholder approval and customary closing conditions. The Reorganization of the Fund will be submitted for stockholder approval at a special meeting of stockholders (the "Meeting") scheduled to be held on April 20, 2018, and any adjournments or postponements thereof, to stockholders of record on February 23, 2018. Further information about the Reorganization will be included in a proxy statement/prospectus expected to be mailed to stockholders in the first quarter of 2018.
Any solicitation of proxies by the Fund in connection with the Meeting will be made only pursuant to separate proxy materials filed with the U.S. Securities and Exchange Commission (the "SEC") under applicable federal securities laws. Because the proxy statement/prospectus will contain important information, including a more detailed description of the Agreement and Plan of Reorganization, stockholders are urged to read these materials carefully when they become available. The Fund and the Board of Directors may be deemed to be participants in the solicitation of proxies from stockholders in connection with the Meeting. The Fund plans to file a proxy statement/prospectus with the SEC in connection with the solicitation of proxies for the Meeting. Information regarding the names of the Fund's Directors is set forth in the Fund's September 30, 2017 annual report to stockholders, which may be obtained free of charge at the SEC's website at www.sec.gov. Additional information regarding the interests of such potential participants will be included in the proxy statement/prospectus and other relevant documents to be filed with the SEC in connection with the Meeting.
Promptly after filing its definitive proxy statement/prospectus for the Meeting with the SEC, the Fund will mail the definitive proxy statement/prospectus and a proxy card to each stockholder entitled to vote at the Meeting.
The Fund urges stockholders to read the proxy statement/prospectus (including any supplements thereto) and any other relevant documents that the Fund will file with the SEC when they become available because they will contain important information. Stockholders will be able to obtain, free of charge, copies of the proxy statement/prospectus and any other documents filed by the Fund with the SEC in connection with the Meeting at the SEC's website at www.sec.gov, by calling 1-800-231-2608 or by writing to the Fund at 522 Fifth Avenue, New York, New York 10036.
The Fund is a diversified, closed-end management investment company that seeks to provide as high a level of current income for distribution to stockholders as is consistent with prudent investment risk and, as a secondary objective, capital appreciation.
Morgan Stanley Investment Management, together with its investment advisory affiliates, has more than 581 investment professionals around the world and $482 billion in assets under management or supervision as of December 31, 2017. Morgan Stanley Investment Management strives to provide outstanding long-term investment performance, service and a comprehensive suite of investment management solutions to a diverse client base, which includes governments, institutions, corporations and individuals worldwide. For further information about Morgan Stanley Investment Management, please visit
www.morganstanley.com/im.
About Morgan Stanley
Morgan Stanley (NYSE: MS) is a leading global financial services firm providing investment banking, securities, wealth management and investment management services. With offices in more than 42 countries, the Firm's employees serve clients worldwide including corporations, governments, institutions and individuals. For more information about Morgan Stanley, please visit www.morganstanley.com.
# # #This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful under the securities laws of any such state.
Investing involves risk and it is possible to lose money on any investment in the Fund.
For more information: 800-231-2608
EXHIBIT 99.2
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto), dated the date hereof, with respect to the shares of Common Stock of Morgan Stanley Income Securities Inc.. This Joint Filing Agreement shall be filed as an Exhibit to such statement.
January 22, 2018
| KARPUS MANAGEMENT, INC. |
| | |
| By: | /s/ Daniel L. Lippincott |
| | Name: | Daniel L. Lippincott |
| | Title: | Director of Investment Personnel and Sr. Tax-Sensitive Portfolio Manager |