UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-03031
Morgan Stanley Tax-Free Daily Income Trust
(Exact name of registrant as specified in charter)
522 Fifth Avenue, New York, New York | | 10036 |
(Address of principal executive offices) | | (Zip code) |
John H. Gernon
522 Fifth Avenue, New York, New York 10036
(Name and address of agent for service)
Registrant's telephone number, including area code: 212-296-0289
Date of fiscal year end: December 31,
Date of reporting period: December 31, 2020
Item 1 - Report to Shareholders
INVESTMENT MANAGEMENT
Morgan Stanley Tax-Free Daily
Income Trust
Annual Report
December 31, 2020
Morgan Stanley Tax-Free Daily Income Trust
Table of Contents
Welcome Shareholder | | | 3 | | |
Fund Report | | | 4 | | |
Expense Example | | | 8 | | |
Portfolio of Investments | | | 9 | | |
Statement of Assets and Liabilities | | | 12 | | |
Statement of Operations | | | 13 | | |
Statements of Changes in Net Assets | | | 14 | | |
Notes to Financial Statements | | | 15 | | |
Financial Highlights | | | 22 | | |
Report of Independent Registered Public Accounting Firm | | | 24 | | |
Privacy Notice | | | 25 | | |
Trustee and Officer Information | | | 28 | | |
2
Welcome Shareholder,
We are pleased to provide this Annual Report, in which you will learn how your investment in Morgan Stanley Tax-Free Daily Income Trust (the "Fund") performed during the latest twelve-month period. It includes an overview of the market conditions and discusses some of the factors that affected performance during the reporting period. In addition, the report contains financial statements and a list of portfolio holdings.
Morgan Stanley Investment Management is a client-centric, investor-led organization. Our global presence, intellectual capital, and breadth of products and services enable us to partner with investors to meet the evolving challenges of today's financial markets. We aim to deliver superior investment service and to empower our clients to make the informed decisions that help them reach their investment goals.
As always, we thank you for selecting Morgan Stanley Investment Management and look forward to working with you in the months and years ahead.
This material must be preceded or accompanied by a prospectus for the fund being offered.
Market forecasts provided in this report may not necessarily come to pass. There is no assurance that a mutual fund will achieve its investment objective. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon the sale of your shares or may temporarily suspend your ability to sell shares if the Fund's liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund's sponsor has no legal obligation to provide financial support to the Fund and you should not expect that the sponsor will provide financial support to the Fund at any time.
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Fund Report (unaudited)
For the year ended December 31, 2020
Market Conditions
Municipal securities experienced significant volatility in the first half of the year, triggered by the global pandemic. The increase in short-term tax-exempt yields in March 2020 was largely a supply and demand situation related to redemption activity across the money market fund industry. The Securities Industry and Financial Markets Association Municipal Swap Index ("SIFMA Index"), the 7-day high-grade market index comprised of tax-exempt variable rate demand obligations (VRDOs), spiked to a high of 5.20% on March 18, 2020.(i)
As fund flows stabilized across money markets and supply in tax-exempt securities became limited, yields dropped. At the same time, the Federal Reserve (Fed) and central banks around the world injected liquidity into the short-term markets. To combat the economic slowdown from the prolonged shutdown, the Fed announced that it would extend asset purchases (known as quantitative easing) to support the economy to an unlimited amount and also include the purchase of other assets such as corporate and municipal bonds. In addition, the Fed created the Money Market Liquidity
Facility (MMLF) to support prime and tax-exempt money markets. Importantly, the concerns created in the overall money market industry were largely unrelated to tax-exempt/municipal securities; this was a liquidity crisis.
On April 9, 2020, the Fed announced the creation of the Municipal Liquidity Facility (MLF) to help state and local governments better manage cash flow pressures in order to continue to serve households and businesses in their communities. With the creation of the MLF, the broader municipal market stabilized and began to normalize through May 2020.
Issuance remained high through the third quarter of 2020 (at $47.28 billion for the month of September, the highest monthly issuance since records began in 1986).(ii) Supply continued to outpace reinvestment of income from coupons, calls and maturities, negating the net negative supply that typically occurs at this time of year. Bid-wanted activity increased in the secondary market, while dealer inventories remained near multi-year lows, signaling a weaker appetite for municipal bonds among the broker-dealer community.
(i) Source for SIFMA data: Bloomberg LP. The SIFMA Index is issued weekly and is compiled from the weekly interest rate resets of tax-exempt variable rate issues included in a database maintained by Municipal Market Data which meet specific criteria established from time to time by the Securities Industry and Financial Markets Association. The index performance is provided for illustrative purposes only and is not meant to depict the performance of a specific investment.
(ii) Source: The Bond Buyer, September 30, 2020.
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Municipal issuers took advantage of the low rate, high demand environment in October 2020 to come to market ahead of election week and the uncertainty and volatility that was anticipated afterward. The month saw over $65 billion of volume come into the market.(iii) The inability of Congress to reach an agreement on providing another round of fiscal aid was causing concerns that cities and states are ill-equipped to address an estimated $1 trillion of budgetary shortfalls.(iv) However, we note that most municipal issuers have ample capacity to meet their obligations without federal assistance.
The record-setting issuance driven by election uncertainty in October 2020 was offset by a dearth of supply in November and December, with the majority of state and local governments having already completed their annual financings. Strong demand for VRDOs has kept short-term tax-exempt rates steady. The SIFMA Index of weekly variable rate securities dropped 2 basis points in December 2020 to 0.09% from 0.11% in November 2020.(i) Yields at the longer end of the municipal money market maturity range were little changed during the month of December as well.
While state and local governments will face significant headwinds as they finalize their 2021 and 2022 budgets, state governments have broad powers to recover lost revenues and cut spending to balance their budgets. Most municipal governments are highly rated and have the constitutional ability to incur debt until revenues recover.
Performance Analysis
As of December 31, 2020, Morgan Stanley Tax-Free Daily Income Trust had net assets of approximately $34.7 million and an average portfolio maturity of 23 days. For the 12-month period ended December 31, 2020, the Fund's Class R and Class S shares provided a total return of 0.38%. For the seven-day period ended December 31, 2020, each of the Fund's Class R and Class S shares provided an effective annualized yield of 0.01 percent (subsidized) and –0.85 percent (non-subsidized) and a current yield of 0.01 percent (subsidized) and –0.85 percent (non-subsidized), while the 30-day moving average yield for December was 0.01 percent (subsidized) and –0.80 percent (non-subsidized). Yield quotations more closely reflect the current earnings of the Fund. The non-subsidized yield reflects what the yield would have been had a fee and/or expense waiver not been in place during the period. Past performance is no guarantee of future results.
We maintain a short duration stance given stretched valuations and the potential for increased volatility in the coming months. We continue to hold a bias toward higher quality assets overall and continue to advocate careful security selection, as the impact of the pandemic varies across market segments.
(iii) Source: The Bond Buyer, "Muni Volume Hits $65 Billion in October, Another Record," October 30, 2020.
(iv) Source: Barron's, "Cities and States are Facing a $1 Trillion Budget Mess. There Will Be More Trouble Ahead," Leslie P. Norton and Stephen Kleege, August 28, 2020.
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There is no guarantee that any sectors mentioned will continue to perform as discussed herein or that securities in such sectors will be held by the Fund in the future.
PORTFOLIO COMPOSITION as of 12/31/20 | |
Weekly Variable Rate Bonds | | | 44.1 | % | |
Daily Variable Rate Bonds | | | 30.9 | | |
Commercial Paper | | | 8.6 | | |
Municipal Bonds & Notes | | | 5.9 | | |
Closed-End Investment Company | | | 4.7 | | |
Floating Rate Note | | | 2.9 | | |
Quarterly Variable Rate Bonds | | | 2.9 | | |
MATURITY SCHEDULE as of 12/31/20 | |
1 - 30 Days | | | 85.4 | % | |
31 - 60 Days | | | 2.9 | | |
61 - 90 Days | | | 3.4 | | |
91 - 120 Days | | | 3.8 | | |
121 + Days | | | 4.5 | | |
Subject to change daily. Provided for informational purposes only and should not be deemed as a recommendation to buy or sell the types of securities mentioned above. All percentages for portfolio composition and maturity schedule are stated as a percentage of total investments.
Morgan Stanley is a full-service securities firm engaged in securities trading and brokerage activities, investment banking, research and analysis, financing and financial advisory services.
Investment Strategy
The Fund will invest in high quality, short-term securities that are normally municipal obligations that pay interest exempt from federal income taxes. The Fund's "Adviser," Morgan Stanley Investment Management Inc., seeks to maintain the Fund's share price at $1.00. The share price remaining stable at $1.00 means that the Fund would preserve the principal value of your investment.
An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.
For More Information About Portfolio Holdings
Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its Semi-Annual and Annual Reports within 60 days of the end of the fund's second and fourth fiscal quarters. The Semi-Annual Reports and the Annual Reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the Semi-Annual and Annual Reports to fund shareholders and makes these reports available on its public website, www.morganstanley.com/im/moneymarketfundsshareholderreports. Each Morgan Stanley non-money market fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters as an attachment to Form N-PORT and monthly holdings for each money market fund on Form N-MFP. Morgan Stanley does not deliver these reports to shareholders,
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but makes the complete schedule of portfolio holdings for the fund's first and third fiscal quarters available on its public website. The holdings for each money market fund are also posted to the Morgan Stanley public website. You may obtain the Form N-PORT filings (as well as the Form N-CSR, N-CSRS and N-MFP filings) by accessing the SEC's website, http://www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's e-mail address (publicinfo@sec.gov).
Householding Notice
To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling (800) 548-7786, 8:00 a.m. to 6:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.
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Expense Example (unaudited)
As a shareholder of the Fund, you incur ongoing costs, including advisory fees, administration fees, shareholder services fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period 07/01/20 – 12/31/20.
Actual Expenses
The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the second line of the table is useful in comparing ongoing costs, and will not help you determine the relative total cost of owning different funds that have transactional costs, such as sales charges (loads) or exchange fees.
| | Beginning Account Value | | Ending Account Value | | Expenses Paid During Period(1) | |
| | 07/01/20 | | 12/31/20 | | 07/01/20 – 12/31/20 | |
Class R | |
Actual (0.01% return) | | $ | 1,000.00 | | | $ | 1,000.13 | | | $ | 0.77 | | |
Hypothetical (5% annual return before expenses) | | $ | 1,000.00 | | | $ | 1,024.78 | | | $ | 0.78 | | |
Class S | |
Actual (0.01% return) | | $ | 1,000.00 | | | $ | 1,000.13 | | | $ | 0.77 | | |
Hypothetical (5% annual return before expenses) | | $ | 1,000.00 | | | $ | 1,024.78 | | | $ | 0.78 | | |
(1) Expenses are equal to the Fund's annualized expense ratios of 0.15% and 0.15% for Class R and Class S shares, respectively, multiplied by the average account value over the period and multiplied by 187**/366 (to reflect the one-half year period). If the Fund had borne all of its expenses, the annualized expense ratios would have been 0.88% and 0.88% for Class R and Class S shares, respectively.
** Adjusted to reflect non-business day accruals.
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Morgan Stanley Tax-Free Daily Income Trust
Portfolio of Investments n December 31, 2020
PRINCIPAL AMOUNT (000) | |
| | COUPON RATE | | DEMAND DATE (a) | | MATURITY DATE | |
VALUE | |
| | Weekly Variable Rate Bonds (b)(43.6%) | |
$ | 1,400 | | | Austin, TX, Water & Wastewater System Ser 2008 | | | 0.09 | % | | 01/07/21 | | 05/15/31 | | $ | 1,400,000 | | |
| 1,600 | | | Colorado Springs, CO, Utilities System Sub Lien Ser 2005 A | | | 0.08 | | | 01/07/21 | | 11/01/35 | | | 1,600,000 | | |
| 1,600 | | | Gainesville, FL, Utilities System 2008 Ser B | | | 0.11 | | | 01/07/21 | | 10/01/38 | | | 1,600,000 | | |
| 1,000 | | | Metropolitan Water District of Southern California, CA, Water Ser 2017 E | | | 0.34 | | | 01/07/21 | | 07/01/37 | | | 1,000,000 | | |
| 1,600 | | | Orlando Utilities Commission, FL, Utility System Ser 2015-B | | | 0.09 | | | 01/07/21 | | 10/01/39 | | | 1,600,000 | | |
| 500 | | | RBC Municipal Products Trust Inc, TX, Various States Certificates E-140 (c) | | | 0.12 | | | | 01/07/21 | | | | 10/01/24 | | | | 500,000 | | |
| 620 | | | RBC Municipal Products Trust Inc, OK, Various States Certificates E-141 (c) | | | 0.12 | | | | 01/07/21 | | | | 12/01/23 | | | | 620,000 | | |
| 1,000 | | | RBC Municipal Products Trust, Inc., MO, Health and Educational Facilities Authority of the State of Missouri SSM Health Ser 2019 A Floater Certificates Ser 2019-C17 (c) | | | 0.14 | | | 01/07/21 | | 12/01/39 | | | 1,000,000 | | |
| 500 | | | RBC Municipal Products Trust, Inc., NY, New York City Variable Ser 2006 Subser I-5 Floater Certificates Ser 2019-E-133 (c) | | | 0.12 | | | 01/07/21 | | 05/01/23 | | | 500,000 | | |
| 500 | | | RBC Municipal Products Trust, Inc., SC, Transportation Infrastructure Bank Ser 2017 A, Floater Certificates Ser 2019-G109 (c) | | | 0.29 | | | 01/07/21 | | 10/01/25 | | | 500,000 | | |
| 1,600 | | | Tender Option Bond Trust, TX, Harris County Cultural Education Facilities Financing Corporation Baylor College of Medicine Ser B Puttable Floating Rate Receipts Ser 2019-BAML 5012 (c) | | | 0.14 | | | 01/07/21 | | 05/21/41 | | | 1,600,000 | | |
| 1,600 | | | Utah Water Finance Agency, Ser 2008 B | | | 0.11 | | | 01/07/21 | | 10/01/37 | | | 1,600,000 | | |
| 1,600 | | | Washington Suburban Sanitary District, MD, 2015 Ser B-3 BANs | | | 0.10 | | | 01/07/21 | | 06/01/23 | | | 1,600,000 | | |
| | | | Total Weekly Variable Rate Bonds (Cost $15,120,000) | | | | | | | | | 15,120,000 | | |
See Notes to Financial Statements
9
Morgan Stanley Tax-Free Daily Income Trust
Portfolio of Investments n December 31, 2020 continued
PRINCIPAL AMOUNT (000) | |
| | COUPON RATE | | DEMAND DATE (a) | | MATURITY DATE | |
VALUE | |
| | Daily Variable Rate Bonds (b)(30.6%) | |
$ | 1,600 | | | Gulf Coast Industrial Development Authority, TX, ExxonMobil Corporation Ser 2012 | | | 0.08 | % | | 01/04/21 | | 11/01/41 | | $ | 1,600,000 | | |
| 1,600 | | | Harris County Cultural Education Facilities, TX, Finance Corporation Revenue Bonds Ser 2020 B | | | 0.09 | | | 01/04/21 | | 12/01/59 | | | 1,600,000 | | |
| 1,000 | | | Mississippi Business Finance Corporation, MS, Gulf Opportunity Zone Industrial Development Revenue Bonds Series 2007 C | | | 0.10 | | | 01/04/21 | | 12/01/30 | | | 1,000,000 | | |
| 1,600 | | | Montgomery County, MD, 2017 Ser E | | | 0.09 | | | 01/04/21 | | 11/01/37 | | | 1,600,000 | | |
| 1,600 | | | New York City Municipal Water Finance Authority, NY, Water & Sewer System Fiscal 2014 Subser AA-4 | | | 0.10 | | | 01/04/21 | | 06/15/49 | | | 1,600,000 | | |
| 1,200 | | | New York City Transitional Finance Authority, NY, Future Tax Fiscal 2003 Ser A Subser A-4 | | | 0.11 | | | 01/04/21 | | 11/01/29 | | | 1,200,000 | | |
| 1,000 | | | New York City, NY, Fiscal 2013 Subser A-3 | | | 0.10 | | | 01/04/21 | | 10/01/40 | | | 1,000,000 | | |
| 1,000 | | | Triborough Bridge & Tunnel Authority, NY, Sub Ser 2003 B-1 | | | 0.10 | | | 01/04/21 | | 01/01/33 | | | 1,000,000 | | |
| | | | Total Daily Variable Rate Bonds (Cost $10,600,000) | | | | | | | | | 10,600,000 | | |
| |
| |
| | YIELD TO MATURITY ON DATE OF PURCHASE | |
| |
| |
| | Commercial Paper (8.5%) | |
| 650 | | | Lincoln Nebraska, NE, Electric System Revenue IAM Commercial Paper, 3/A2 Ser 1995 | | | 0.17 | | | | 0.17 | % | | 03/08/21 | | | 650,000 | | |
| 1,000 | | | San Antonio Texas, TX, Electric and Gas Revenue IAM Commercial Paper Notes 3/A2 Ser B | | | 0.19 | | | | 0.19 | | | 01/28/21 | | | 1,000,000 | | |
| 1,300 | | | Texas, TX, A&M University Revenue IAM Commercial Paper, Notes 3/A2 Ser B | | | 0.20 | | | | 0.20 | | | 04/06/21 | | | 1,300,000 | | |
| | | | Total Commercial Paper (Cost $2,950,000) | | | | | | | | | 2,950,000 | | |
| | Municipal Bonds & Notes (5.9%) | |
| 495 | | | New York State Dormitory Authority, NY, 2020 B , dtd 06/18/20 | | | 5.00 | | | | 0.55 | | | 03/31/21 | | | 500,184 | | |
| 1,500 | | | Texas, Ser 2020 TRANs, dtd 09/02/20 | | | 4.00 | | | | 0.23 | | | 08/26/21 | | | 1,536,169 | | |
| | | | Total Municipal Bonds & Notes (Cost $2,036,353) | | | | | | | | | 2,036,353 | | |
See Notes to Financial Statements
10
Morgan Stanley Tax-Free Daily Income Trust
Portfolio of Investments n December 31, 2020 continued
PRINCIPAL AMOUNT (000) | |
| | COUPON RATE | | DEMAND DATE (a) | | MATURITY DATE | |
VALUE | |
| | Closed-End Investment Company (b)(4.6%) | |
$ | 1,600 | | | Nuveen AMT-Free Municipal Credit Income Fund, OT, Ser 1 (c) (Cost $1,600,000) | | | 0.15 | % | | 01/07/21 | | 12/01/43 | | $ | 1,600,000 | | |
| | Floating Rate Note (b)(2.9%) | |
| 1,000 | | | New York City Cultural Resources Trust, NY, American Museum of Natural History Ser 2014 B1 (Cost $1,000,000) | | | 0.29 | | | 01/07/21 | | 04/01/44 | | | 1,000,000 | | |
| | Quarterly Variable Rate Bonds (b)(2.9%) | |
| 500 | | | Franklin County, OH, CHE Trinity Health Credit Group Ser 2013 | | | 0.30 | | | 02/01/21 | | 12/01/46 | | | 500,000 | | |
| 500 | | | Idaho Health Facilities Authority Hospital Revenue Bonds, ID, CHE Trinity Health Credit Group, Ser 2013 | | | 0.22 | | | 02/01/21 | | 12/01/48 | | | 500,000 | | |
| | | | Total Quarterly Variable Rate Bonds (Cost $1,000,000) | | | | | | | | | 1,000,000 | | |
| | | | Total Investments (Cost $34,306,353) (d) | | | | | | | 99.0 | % | | | 34,306,353 | | |
| | | | Other Assets in Excess of Liabilities | | | | | | | 1.0 | | | | 363,463 | | |
| | Net Assets | | | | | | | | | 100.0 | % | | $ | 34,669,816 | | |
AMT Alternative Minimum Tax.
BANs Bond Anticipation Notes.
TRANs Tax and Revenue Anticipation Notes.
(a) Date on which the principal amount can be recovered through demand.
(b) Floating or variable rate securities: The rates disclosed are as of December 31, 2020. For securities based on a published reference rate and spread, the reference rate and spread are indicated in the description in the Portfolio of Investments. Certain variable rate securities may not be based on a published reference rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities do not indicate a reference rate and spread in their description in the Portfolio of Investments.
(c) 144A security - Certain conditions for public sale may exist. Unless otherwise noted, these securities are deemed to be liquid.
(d) The aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes.
See Notes to Financial Statements
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Morgan Stanley Tax-Free Daily Income Trust
Financial Statements
Statement of Assets and Liabilities December 31, 2020
Assets: | |
Investments in securities, at value (cost $34,306,353) | | $ | 34,306,353 | | |
Cash | | | 353,926 | | |
Receivable for: | |
Interest | | | 38,409 | | |
Shares of beneficial interest sold | | | 10,000 | | |
Due from Adviser | | | 4,674 | | |
Prepaid expenses and other assets | | | 37,206 | | |
Total Assets | | | 34,750,568 | | |
Liabilities: | |
Payable for: | |
Trustees' fees | | | 41,226 | | |
Transfer agent fees | | | 2,654 | | |
Shares of beneficial interest redeemed | | | 1,896 | | |
Accrued expenses and other payables | | | 34,976 | | |
Total Liabilities | | | 80,752 | | |
Net Assets | | $ | 34,669,816 | | |
Composition of Net Assets: | |
Paid-in-Capital | | $ | 34,722,123 | | |
Total Accumulated Loss | | | (52,307 | ) | |
Net Assets | | $ | 34,669,816 | | |
Class R Shares: | |
Net Assets | | $ | 16,776,267 | | |
Shares Outstanding (unlimited shares authorized, $0.01 par value) | | | 16,785,095 | | |
Net Asset Value Per Share | | $ | 1.00 | | |
Class S Shares: | |
Net Assets | | $ | 17,893,549 | | |
Shares Outstanding (unlimited shares authorized, $0.01 par value) | | | 17,894,168 | | |
Net Asset Value Per Share | | $ | 1.00 | | |
See Notes to Financial Statements
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Morgan Stanley Tax-Free Daily Income Trust
Financial Statements continued
Statement of Operations For the year ended December 31, 2020
Net Investment Income: | |
Interest Income | | $ | 269,659 | | |
Expenses | |
Professional fees | | | 136,154 | | |
Advisory fee (Note 3) | | | 69,681 | | |
Shareholder services fee (Note 4) | | | 46,454 | | |
Registration fees | | | 42,420 | | |
Administration fee (Note 3) | | | 23,227 | | |
Shareholder reports and notices | | | 19,116 | | |
Transfer agent fees (Note 5) | | | 12,017 | | |
Custodian fees (Note 6) | | | 6,369 | | |
Trustees' fees and expenses | | | 5,628 | | |
Other | | | 12,548 | | |
Total Expenses | | | 373,614 | | |
Less: amounts waived/reimbursed (Note 3 & 4) | | | (291,285 | ) | |
Net Expenses | | | 82,329 | | |
Net Investment Income | | | 187,330 | | |
Net Realized Gain | | | 1,515 | | |
Net Increase | | $ | 188,845 | | |
See Notes to Financial Statements
13
Morgan Stanley Tax-Free Daily Income Trust
Financial Statements continued
Statements of Changes in Net Assets
| | FOR THE YEAR ENDED DECEMBER 31, 2020 | | FOR THE YEAR ENDED DECEMBER 31, 2019 | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net investment income | | $ | 187,330 | | | $ | 629,856 | | |
Net realized gain | | | 1,515 | | | | 11 | | |
Net Increase | | | 188,845 | | | | 629,867 | | |
Dividends to Shareholders from: | |
Net investment income | |
Class R shares | | | (73,737 | ) | | | (302,903 | ) | |
Class S shares | | | (113,593 | ) | | | (326,953 | ) | |
Total Dividends | | | (187,330 | ) | | | (629,856 | ) | |
Net increase (decrease) from transactions in shares of beneficial interest | | | (17,612,884 | ) | | | 16,379,885 | | |
Net Increase (Decrease) | | | (17,611,369 | ) | | | 16,379,896 | | |
Net Assets: | |
Beginning of period | | | 52,281,185 | | | | 35,901,289 | | |
End of Period | | $ | 34,669,816 | | | $ | 52,281,185 | | |
See Notes to Financial Statements
14
Morgan Stanley Tax-Free Daily Income Trust
Notes to Financial Statements n December 31, 2020
1. Organization and Accounting Policies
Morgan Stanley Tax-Free Daily Income Trust (the "Fund") is registered under the Investment Company Act of 1940, as amended (the "Act"), as a diversified, open-end management investment company. The Fund applies investment company accounting and reporting guidance. The Fund's investment objective is to provide a high level of daily income which is exempt from federal income tax, consistent with stability of principal and liquidity. The Fund was incorporated in Maryland on March 24, 1980, commenced operations on February 20, 1981 and reorganized as a Massachusetts business trust on April 30, 1987.
The Fund offers two classes of shares, Class R and Class S Shares. The two classes have the same fees and expenses.
The Securities and Exchange Commission ("SEC") has adopted changes to the rules that govern money market funds. The Fund operates as a "retail money market fund," which allows the Fund to continue to seek a stable net asset value ("NAV"). The Fund will be permitted to impose a liquidity fee on redemptions from the Fund or temporarily restrict redemptions from the Fund for up to 10 business days.
The following is a summary of significant accounting policies:
A. Valuation of Investments — Portfolio securities are valued at amortized cost, which approximates fair value, in accordance with Rule 2a-7 under the Act. The amortized cost of an instrument is determined by valuing it at its original cost and thereafter amortizing any discount or premium from its face value at a constant rate until maturity. Investments in mutual funds are valued at the NAV as of the close of each business day.
B. Accounting for Investments — Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on security transactions are determined by the identified cost method. Discounts are accreted and premiums are amortized over the life of the respective securities and are included in interest income. Interest income is accrued daily as earned.
C. Multiple Class Allocations — Investment income, expenses and realized and unrealized gains and losses are allocated to each class of shares based upon the relative net asset value on the date such items are recognized. Shareholder services fees are charged directly to the respective class.
D. Dividends and Distributions to Shareholders — Dividends and distributions to shareholders are recorded on the close of each business day. Dividends from net investment income, if any, are declared and paid daily. Net realized capital gains, if any, are distributed at least annually.
E. Use of Estimates — The preparation of financial statements in accordance with generally accepted accounting principles in the United States ("GAAP") requires management to make estimates and
15
Morgan Stanley Tax-Free Daily Income Trust
Notes to Financial Statements n December 31, 2020 continued
assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates.
F. Indemnifications — The Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
2. Fair Valuation Measurements
Financial Accounting Standards Board ("FASB") Accounting Standards CodificationTM ("ASC") 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs); and (2) inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund's investments. The inputs are summarized in the three broad levels listed below:
• Level 1 — unadjusted quoted prices in active markets for identical investments
• Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 — significant unobservable inputs including the Fund's own assumptions in determining the fair value of investments. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer's financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.
16
Morgan Stanley Tax-Free Daily Income Trust
Notes to Financial Statements n December 31, 2020 continued
The following is a summary of the inputs used to value the Fund's investments as of December 31, 2020:
INVESTMENT TYPE | | LEVEL 1 UNADJUSTED QUOTED PRICES | | LEVEL 2 OTHER SIGNIFICANT OBSERVABLE INPUTS | | LEVEL 3 SIGNIFICANT UNOBSERVABLE INPUTS | | TOTAL | |
Assets: | |
Weekly Variable Rate Bonds | | $ | — | | | $ | 15,120,000 | | | $ | — | | | $ | 15,120,000 | | |
Daily Variable Rate Bonds | | | — | | | | 10,600,000 | | | | — | | | | 10,600,000 | | |
Commercial Paper | | | — | | | | 2,950,000 | | | | — | | | | 2,950,000 | | |
Municipal Bonds & Notes | | | — | | | | 2,036,353 | | | | — | | | | 2,036,353 | | |
Closed-End Investment Company | | | — | | | | 1,600,000 | | | | — | | | | 1,600,000 | | |
Floating Rate Note | | | — | | | | 1,000,000 | | | | — | | | | 1,000,000 | | |
Quarterly Variable Rate Bonds | | | — | | | | 1,000,000 | | | | — | | | | 1,000,000 | | |
Total Assets | | $ | — | | | $ | 34,306,353 | | | $ | — | | | $ | 34,306,353 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
3. Advisory/Administration Agreements
Pursuant to an Investment Advisory Agreement with Morgan Stanley Investment Management Inc. (the "Adviser"), the Fund pays the Adviser an advisory fee, accrued daily and paid monthly, by applying the annual rate of 0.15% to the average net assets of the Fund determined as of the close of each business day.
The Adviser also serves as the Administrator to the Fund and provides administrative services pursuant to an Administration Agreement for an annual fee, accrued daily and paid monthly, of 0.05% of the Fund's average daily net assets.
Under a Sub-Administration Agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Fund. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.
The Adviser/Administrator has agreed to assume all operating expenses of the Fund and to waive the advisory fee and administration fee, as applicable, to the extent that such expenses and fees excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), on an annualized basis exceeds 0.60% of the average daily net assets of the Fund. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's
17
Morgan Stanley Tax-Free Daily Income Trust
Notes to Financial Statements n December 31, 2020 continued
prospectus or until such time that the Fund's Board of Trustees (the "Trustees") act to discontinue all or a portion of such waivers and/or expense reimbursements when they deem such action is appropriate.
In addition, the Adviser and Administrator have also agreed to waive all or a portion of the Fund's advisory fee and administration fee, respectively, and/or reimburse expenses, to the extent that total expense exceed total income of the Fund on a daily basis. These fee waivers and/or expense reimbursements will continue for at least one year or until such time as the Fund's Trustees acts to discontinue all or a portion of such waivers and/or reimbursements when it deems such action is appropriate.
The Adviser and Administrator may make additional voluntary fee waivers and/or expense reimbursements. The ratios of expenses to average net assets disclosed in the Fund's Financial Highlights may be lower than the maximum expense cap of 0.60% due to these additional fee waivers and/or expense reimbursements. The Adviser and Administrator may discontinue these voluntary fee waivers and/or expense reimbursements at any time in the future. For the year ended December 31, 2020, the Adviser waived $69,681 and the Administrator waived $23,227. For the same period, the Adviser reimbursed additional expenses in the amount of $151,923.
4. Shareholder Services Plan
Pursuant to a Shareholder Services Plan (the "Plan"), the Fund may pay Morgan Stanley Distribution, Inc. (the "Distributor"), an affiliate of the Adviser/Administrator, as compensation for the provision of services to shareholders a service fee up to the rate of 0.15% on an annualized basis of the average daily net assets of the Fund for Class R and Class S shares.
Reimbursements for these expenses are made in monthly payments by the Fund to the Distributor, which will in no event exceed an amount equal to a payment at the annual rate of 0.15% of the Fund's average daily net assets during the month. Expenses incurred by the Distributor pursuant to the Plan in any fiscal year will not be reimbursed by the Fund through payments accrued in any subsequent fiscal year. For the year ended December 31, 2020, the distribution fee was accrued at the annual rate of 0.10%. Effective October 10, 2018, the Distributor has agreed to waive all of the Fund's shareholder services fee. For the year ended December 31, 2020, the Distributor waived $46,454. The fee waivers will continue for at least one year from the date of the Fund's prospectus or until such time that the Fund's Trustees act to discontinue all or a portion of such waivers when they deem such action is appropriate.
The Distributor has agreed to waive all or a portion of the Fund's shareholder services fee and/or reimburse expenses, to the extent that total expenses exceed total income of the Fund on a daily basis. This fee waiver and/or expense reimbursement will continue for at least one year from the date of the
18
Morgan Stanley Tax-Free Daily Income Trust
Notes to Financial Statements n December 31, 2020 continued
Fund's prospectus or until such time that the Trustees act to discontinue all or a portion of such waiver and/or expense reimbursement when they deem such action is appropriate. This arrangement had no effect during the most recent reporting period.
5. Dividend Disbursing and Transfer Agent
The Fund's dividend disbursing and transfer agent is DST Asset Manager Solutions, Inc. ("DST"). Pursuant to a Transfer Agency Agreement, the Fund pays DST a fee based on the number of classes, accounts and transactions relating to the Fund.
6. Custodian Fees
State Street (the "Custodian") also serves as Custodian for the Fund in accordance with a Custodian Agreement. The Custodian holds cash, securities and other assets of the Fund as required by the Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.
7. Transactions with Affiliates
The Fund is permitted to purchase and sell securities ("cross-trade") from and to other Morgan Stanley funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Trustees in compliance with Rule 17a-7 under the Act (the "Rule"). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the year ended December 31, 2020, the Fund engaged in cross-trade purchases of $13,300,000, and sales of $4,000,000 which resulted in no net realized gains or losses.
The Fund has an unfunded noncontributory defined benefit pension plan covering certain independent Trustees of the Fund who will have served as independent Trustees for at least five years at the time of retirement. Benefits under this plan are based on factors which include years of service and compensation. The Trustees voted to close the plan to new participants and eliminate the future benefits growth due to increases to compensation after July 31, 2003. At December 31, 2020, the Fund had an accrued pension liability of $41,226, which is reflected as "Trustees' fees" in the Statement of Assets and Liabilities.
The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan"), which allows each independent Trustee to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Trustees. Each eligible Trustee generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as
19
Morgan Stanley Tax-Free Daily Income Trust
Notes to Financial Statements n December 31, 2020 continued
investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the NAV of the Fund.
8. Shares of Beneficial Interest
Transactions in shares of beneficial interest, at $1.00 per share, were as follows:
| | FOR THE YEAR ENDED DECEMBER 31, 2020 | | FOR THE YEAR ENDED DECEMBER 31, 2019 | |
CLASS R SHARES | |
Shares sold | | | 2,601,375 | | | | 822,472 | | |
Shares issued in reinvestment of dividends | | | 73,737 | | | | 302,903 | | |
Shares redeemed | | | (5,921,503 | ) | | | (8,454,016 | ) | |
Net decrease — Class R | | | (3,246,391 | ) | | | (7,328,641 | ) | |
CLASS S SHARES | |
Shares sold | | | 42,664,857 | | | | 63,329,938 | | |
Shares issued in reinvestment of dividends | | | 113,593 | | | | 326,953 | | |
Shares redeemed | | | (57,144,943 | ) | | | (39,948,365 | ) | |
Net increase (decrease) — Class S | | | (14,366,493 | ) | | | 23,708,526 | | |
Net increase (decrease) in Fund | | | (17,612,884 | ) | | | 16,379,885 | | |
9. Federal Income Tax Status
It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable and tax-exempt income. Accordingly, no provision for federal income taxes is required in the financial statements.
FASB ASC 740-10, "Income Taxes — Overall", sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in "Interest Expense" and penalties in "Other Expenses" in the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four-year period ended December 31, 2020 remains subject to examination by taxing authorities.
20
Morgan Stanley Tax-Free Daily Income Trust
Notes to Financial Statements n December 31, 2020 continued
The tax character of distributions paid may differ from the character of distributions shown for GAAP purposes due to short-term capital gains being treated as ordinary income for tax purposes. The tax character of distributions paid during fiscal years 2020 and 2019 was as follows:
2020 DISTRIBUTIONS PAID FROM: | | 2019 DISTRIBUTIONS PAID FROM: | |
TAX-EXEMPT INCOME | | ORDINARY INCOME | | TAX-EXEMPT INCOME | | ORDINARY INCOME | |
$ | 185,692 | | | $ | 1,638 | | | $ | 629,845 | | | $ | 11 | | |
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from GAAP. These book/tax differences are either considered temporary or permanent in nature.
Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains (losses) on certain investment transactions and the timing of the deductibility of certain expenses.
The Fund had no permanent differences causing reclassifications among the components of net assets for the year ended December 31, 2020.
At December 31, 2020, the components of distributable earnings for the Fund on a tax basis were as follows:
UNDISTRIBUTED TAX-EXEMPT INCOME | | UNDISTRIBUTED LONG-TERM CAPITAL GAIN | |
$ | 199 | | | $ | — | | |
10. Other
At December 31, 2020, the Fund had record owners of 10% or greater. Investment activities of these shareholders could have a material impact on the Fund. The aggregate percentage of such owners was 93.6%.
11. Market Risk
Certain impacts to public health conditions particular to the coronavirus (COVID-19) outbreak could impact the operations and financial performance of certain of the Fund's investments. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Fund's investments is impacted because of these factors for an extended period, the Fund's investment results may be adversely affected.
21
Morgan Stanley Tax-Free Daily Income Trust
Financial Highlights
Selected ratios and per share data for a share of beneficial interest outstanding throughout each period:
| | FOR THE YEAR ENDED DECEMBER 31, | |
| | 2020 | | 2019 | | 2018 | | 2017 | | 2016(1) | |
Class R Shares(2) | |
Selected Per Share Data: | |
Net asset value, beginning of period | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | |
Net income from investment operations | | | 0.004 | | | | 0.013 | | | | 0.009 | | | | 0.003 | | | | 0.001 | | |
Less dividends and distributions from net investment income | | | (0.004 | ) | | | (0.013 | ) | | | (0.009 | )(3) | | | (0.003 | ) | | | (0.001 | )(3) | |
Net asset value, end of period | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | |
Total Return | | | 0.38 | % | | | 1.29 | % | | | 0.94 | % | | | 0.27 | % | | | 0.05 | % | |
Ratios to Average Net Assets: | |
Net expenses | | | 0.18 | %(4) | | | 0.20 | %(4) | | | 0.52 | %(4) | | | 0.60 | %(4) | | | 0.25 | %(4)(5) | |
Net investment income | | | 0.41 | %(4) | | | 1.27 | %(4) | | | 0.91 | %(4) | | | 0.25 | %(4) | | | 0.01 | %(4)(5) | |
Rebate from Morgan Stanley affiliate | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 0.01 | % | |
Supplemental Data: | |
Net assets, end of period, in millions | | $ | 17 | | | $ | 20 | | | $ | 27 | | | $ | 50 | | | $ | 58 | | |
(1) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class R shares. The annualized expense and net investment income ratios would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to net expenses or net investment income.
(2) Effective June 28, 2016, the original class was re-designated as Class R shares.
(3) Includes capital gain and paid-in-capital distributions of less than $0.001.
(4) If the Fund had borne all of its expenses that were reimbursed or waived by the Distributor and/or Adviser/Administrator, the annualized expense and net investment income (loss) ratios would have been as follows:
PERIOD ENDED | | EXPENSE RATIO | | NET INVESTMENT INCOME (LOSS) RATIO | |
December 31, 2020 | | | 0.80 | % | | | (0.21 | )% | |
December 31, 2019 | | | 0.76 | | | | 0.71 | | |
December 31, 2018 | | | 0.79 | | | | 0.64 | | |
December 31, 2017 | | | 0.95 | | | | (0.10 | ) | |
December 31, 2016 | | | 0.59 | | | | (0.33 | ) | |
(5) The ratios reflect the rebate of certain Fund expenses in connection with investments in a Morgan Stanley affiliate during the period. The effect of the rebate on the ratios is disclosed in the above table as "Rebate from Morgan Stanley affiliate."
See Notes to Financial Statements
22
Morgan Stanley Tax-Free Daily Income Trust
Financial Highlights continued
| | FOR THE YEAR ENDED DECEMBER 31, | | PERIOD FROM | |
| | | | JUNE 28, 2016(1) TO | |
| | 2020 | | 2019 | | 2018 | | 2017 | | DECEMBER 31, 2016(2) | |
Class S Shares | |
Selected Per Share Data: | |
Net asset value, beginning of period | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | |
Net income from investment operations | | | 0.004 | | | | 0.013 | | | | 0.009 | | | | 0.003 | | | | 0.001 | | |
Less dividends and distributions from net investment income | | | (0.004 | ) | | | (0.013 | ) | | | (0.009 | )(3) | | | (0.003 | ) | | | (0.001 | )(3) | |
Net asset value, end of period | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | |
Total Return | | | 0.38 | % | | | 1.29 | % | | | 0.94 | % | | | 0.27 | % | | | 0.05 | %(6) | |
Ratios to Average Net Assets: | |
Net expenses | | | 0.18 | %(4) | | | 0.20 | %(4) | | | 0.52 | %(4) | | | 0.60 | %(4) | | | 0.25 | %(4)(5)(7) | |
Net investment income | | | 0.41 | %(4) | | | 1.27 | %(4) | | | 0.91 | %(4) | | | 0.25 | %(4) | | | 0.01 | %(4)(5)(7) | |
Rebate from Morgan Stanley affiliate | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | 0.01 | %(7) | |
Supplemental Data: | |
Net assets, end of period, in thousands | | $ | 17,894 | | | $ | 32,259 | | | $ | 8,551 | | | $ | 412 | | | $ | 50 | | |
(1) Commencement of Offering.
(2) Reflects prior period custodian out-of-pocket expenses that were reimbursed in September 2016. The amount of the reimbursement was immaterial on a per share basis and did not impact the total return of Class S shares. The annualized expense and net investment income ratios would be unchanged as the reimbursement of custodian fees was offset against expense waivers/reimbursements with no impact to the net expenses or net investment income.
(3) Includes capital gain and paid-in-capital distributions of less than $0.001.
(4) If the Fund had borne all of its expenses that were reimbursed or waived by the Distributor and/or Adviser/Administrator, the annualized expense and net investment income (loss) ratios would have been as follows:
PERIOD ENDED | | EXPENSE RATIO | | NET INVESTMENT INCOME (LOSS) RATIO | |
December 31, 2020 | | | 0.80 | % | | | (0.21 | )% | |
December 31, 2019 | | | 0.76 | | | | 0.71 | | |
December 31, 2018 | | | 0.79 | | | | 0.64 | | |
December 31, 2017 | | | 0.95 | | | | (0.10 | ) | |
December 31, 2016 | | | 0.59 | | | | (0.33 | ) | |
(5) The ratios reflect the rebate of certain Fund expenses in connection with investments in a Morgan Stanley affiliate during the period. The effect of the rebate on the ratios is disclosed in the above table as "Rebate from Morgan Stanley affiliate."
(6) Not annualized.
(7) Annualized.
See Notes to Financial Statements
23
Morgan Stanley Tax-Free Daily Income Trust
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Trustees of
Morgan Stanley Tax-Free Daily Income Trust
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Morgan Stanley Tax-Free Daily Income Trust (the "Fund"), including the portfolio of investments, as of December 31, 2020, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of Morgan Stanley Tax-Free Daily Income Trust at December 31, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities law and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund's internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2020 by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more Morgan Stanley investment companies since 2000.
Boston, Massachusetts
February 26, 2021
24
Morgan Stanley Tax-Free Daily Income Trust
Privacy Notice (unaudited) April 2019
FACTS | | WHAT DOES MSIM DO WITH YOUR PERSONAL INFORMATION? | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: n Social Security number and income n investment experience and risk tolerance n checking account number and wire transfer instructions | |
How? | | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MSIM chooses to share; and whether you can limit this sharing. | |
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No | |
For our marketing purposes — to offer our products and services to you | | Yes | | No | |
For joint marketing with other financial companies | | No | | We don't share | |
For our affiliates' everyday business purposes — information about your transactions and experiences | | Yes | | No | |
For our affiliates' everyday business purposes — information about your creditworthiness | | No | | We don't share | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
Questions? Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com
25
Morgan Stanley Tax-Free Daily Income Trust
Privacy Notice (unaudited) continued April 2019
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management, Inc. and its affiliated registered investment advisers, registered broker-dealers, and registered and unregistered funds ("MSIM") | |
What we do
How does MSIM protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. | |
How does MSIM collect my personal information? | | We collect your personal information, for example, when you n open an account or make deposits or withdrawals from your account n buy securities from us or make a wire transfer n give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
Why can't I limit all sharing? | | Federal law gives you the right to limit only n sharing for affiliates' everyday business purposes — information about your creditworthiness n affiliates from using your information to market to you n sharing for non-affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. | |
26
Morgan Stanley Tax-Free Daily Income Trust
Privacy Notice (unaudited) continued April 2019
Definitions
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. n Our affiliates include companies with a Morgan Stanley name and financial companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Non-affiliates | | Companies not related by common ownership or control. They can be financial and non-financial companies. n MSIM does not share with non-affiliates so they can market to you. | |
Joint marketing | | A formal agreement between non-affiliated financial companies that together market financial products or services to you. n MSIM doesn't jointly market | |
Other important information
Vermont: Except as permitted by law, we will not share personal information we collect about Vermont residents with Non-affiliates unless you provide us with your written consent to share such information.
California: Except as permitted by law, we will not share personal information we collect about California residents with Non-affiliates and we will limit sharing such personal information with our Affiliates to comply with California privacy laws that apply to us.
27
Morgan Stanley Tax-Free Daily Income Trust
Trustee and Officer Information (unaudited)
Name, Address and Birth Year of Independent Trustee | | Position(s) Held with Registrant | | Length of Time Served* | | Principal Occupation(s) During Past 5 Years and Other Relevant Professional Experience | | Number of Funds in Fund Complex Overseen by Independent Trustee** | | Other Directorships Held by Independent Trustee*** | |
Frank L. Bowman c/o Perkins Coie LLP Counsel to the Independent Trustees 1155 Avenue of the Americas, 22nd Floor New York, NY 10036 Birth Year: 1944 | | Trustee | | Since August 2006 | | President, Strategic Decisions, LLC (consulting) (since February 2009); Director or Trustee of various Morgan Stanley Funds (since August 2006); Chairperson of the Compliance and Insurance Committee (since October 2015); formerly, Chairperson of the Insurance Sub- Committee of the Compliance and Insurance Committee (2007-2015); served as President and Chief Executive Officer of the Nuclear Energy Institute (policy organization) (February 2005-November 2008); retired as Admiral, U.S. Navy after serving over 38 years on active duty including 8 years as Director of the Naval Nuclear Propulsion Program in the Department of the Navy and the U.S. Department of Energy (1996- 2004); served as Chief of Naval Personnel (July 1994-September 1996) and on the Joint Staff as Director of Political Military Affairs (June 1992- July 1994); knighted as Honorary Knight Commander of the Most Excellent Order of the British Empire; awarded the Officier de l'Orde National du Mérite by the French Government; elected to the National Academy of Engineering (2009). | | | 79 | | | Director of Naval and Nuclear Technologies LLP; Director Emeritus of the Armed Services YMCA; Member of the National Security Advisory Council of the Center for U.S. Global Engagement and a member of the CNA Military Advisory Board; Trustee of Fairhaven United Methodist Church; Member of the Board of Advisors of the Dolphin Scholarship Foundation; Director of other various non-profit organizations; formerly, Director of BP plc (November 2010-May 2019) | |
28
Morgan Stanley Tax-Free Daily Income Trust
Trustee and Officer Information (unaudited) continued
Name, Address and Birth Year of Independent Trustee | | Position(s) Held with Registrant | | Length of Time Served* | | Principal Occupation(s) During Past 5 Years and Other Relevant Professional Experience | | Number of Funds in Fund Complex Overseen by Independent Trustee** | | Other Directorships Held by Independent Trustee*** | |
Kathleen A. Dennis c/o Perkins Coie LLP Counsel to the Independent Trustees 1155 Avenue of the Americas, 22nd Floor New York, NY 10036 Birth Year: 1953 | | Trustee | | Since August 2006 | | Chairperson of the Governance Committee (January 2021), Chairperson of the Liquidity and Alternatives Sub-Committee of the Investment Committee (2006-2020); and Director or Trustee of various Morgan Stanley Funds (since August 2006); President, Cedarwood Associates (mutual fund and investment management consulting) (since July 2006); formerly, Senior Managing Director of Victory Capital Management (1993-2006). | | | 79 | | | Board Member, University of Albany Foundation (2012-present); Board Member, Mutual Funds Directors Forum (2014-present); Director of various non-profit organizations. | |
Nancy C. Everett c/o Perkins Coie LLP Counsel to the Independent Trustees 1155 Avenue of the Americas, 22nd Floor New York, NY 10036 Birth Year: 1955 | | Trustee | | Since January 2015 | | Chairperson of the Equity Investment Committee (since January 2021); Director or Trustee of various Morgan Stanley Funds (since January 2015); Chief Executive Officer, Virginia Commonwealth University Investment Company (since November 2015); Owner, OBIR, LLC (institutional investment management consulting) (since June 2014); formerly, Managing Director, BlackRock, Inc. (February 2011-December 2013); and Chief Executive Officer, General Motors Asset Management (a/k/a Promark Global Advisors, Inc.) (June 2005- May 2010). | | | 80 | | | Formerly, Member of Virginia Commonwealth University School of Business Foundation (2005-2016); Member of Virginia Commonwealth University Board of Visitors (2013- 2015); Member of Committee on Directors for Emerging Markets Growth Fund, Inc. (2007-2010); Chairperson of Performance Equity Management, LLC (2006-2010); and Chairperson, GMAM Absolute Return Strategies Fund, LLC (2006-2010). | |
29
Morgan Stanley Tax-Free Daily Income Trust
Trustee and Officer Information (unaudited) continued
Name, Address and Birth Year of Independent Trustee | | Position(s) Held with Registrant | | Length of Time Served* | | Principal Occupation(s) During Past 5 Years and Other Relevant Professional Experience | | Number of Funds in Fund Complex Overseen by Independent Trustee** | | Other Directorships Held by Independent Trustee*** | |
Jakki L. Haussler c/o Perkins Coie LLP Counsel to the Independent Trustees 1155 Avenue of the Americas, 22nd Floor New York, NY 10036 Birth Year: 1957 | | Trustee | | Since January 2015 | | Director or Trustee of various Morgan Stanley Funds (since January 2015) Chairman, Opus Capital Group (1996); formerly, Chief Executive Officer, Opus Capital Group (1996-2019); Director, Capvest Venture Fund, LP (May 2000- December 2011); Partner, Adena Ventures, LP (July 1999-December 2010); Director, The Victory Funds (February 2005- July 2008). | | | 80 | | | Director of Cincinnati Bell Inc. and Member, Audit Committee and Chairman, Governance and Nominating Committee; Director of Service Corporation International and Member, Audit Committee and Investment Committee; Director of Northern Kentucky University Foundation and Member, Investment Committee; Member of Chase College of Law Transactional Law Practice Center Board of Advisors; Director of Best Transport; Director of Chase College of Law Board of Visitors; formerly, Member, University of Cincinnati Foundation Investment Committee; Member, Miami University Board of Visitors (2008-2011); Trustee of Victory Funds (2005-2008) and Chairman, Investment Committee (2007-2008); and Member, Service Provider Committee (2005-2008). | |
Dr. Manuel H. Johnson c/o Johnson Smick International, Inc. 220 I Street, NE — Suite 200 Washington, D.C. 20002 Birth Year: 1949 | | Trustee | | Since July 1991 | | Senior Partner, Johnson Smick International, Inc. (consulting firm); Chairperson of the Fixed Income, Liquidity and Alternatives Investment Committee (January 2021), Chairperson of the Investment Committee (2006-2020) and Director or Trustee of various Morgan Stanley Funds (since July 1991); Co-Chairman and a founder of the Group of Seven Council (G7C) (international economic commission); formerly, Chairperson of the Audit Committee (July 1991-September 2006) Vice Chairman of the Board of Governors of the Federal Reserve System and Assistant Secretary of the U.S. Treasury. | | | 79 | | | Director of NVR, Inc. (home construction). | |
30
Morgan Stanley Tax-Free Daily Income Trust
Trustee and Officer Information (unaudited) continued
Name, Address and Birth Year of Independent Trustee | | Position(s) Held with Registrant | | Length of Time Served* | | Principal Occupation(s) During Past 5 Years and Other Relevant Professional Experience | | Number of Funds in Fund Complex Overseen by Independent Trustee** | | Other Directorships Held by Independent Trustee*** | |
Joseph J. Kearns c/o Perkins Coie LLP Counsel to the Independent Trustees 1155 Avenue of the Americas, 22nd Floor New York, NY 10036 Birth Year: 1942 | | Trustee | | Since August 1994 | | Senior Adviser, Kearns & Associates LLC (investment consulting); Chairperson of the Audit Committee (since October 2006) and Director or Trustee of various Morgan Stanley Funds (since August 1994); formerly, Deputy Chairperson of the Audit Committee (July 2003-September 2006) and Chairperson of the Audit Committee of various Morgan Stanley Funds (since August 1994); CFO of the J. Paul Getty Trust (1982-1999). | | | 80 | | | Director, Rubicon Investment (since February 2019); Prior to August 2016, Director of Electro Rent Corporation (equipment leasing); Prior to December 31, 2013, Director of The Ford Family Foundation. | |
Michael F. Klein c/o Perkins Coie LLP Counsel to the Independent Trustees 1155 Avenue of the Americas, 22nd Floor New York, NY 10036 Birth Year: 1958 | | Trustee | | Since August 2006 | | Chairperson of the Risk Committee (since January 2021); Managing Director, Aetos Alternatives Management, LP (since March 2000); Co-President, Aetos Alternatives Management, LP (since January 2004) and Co-Chief Executive Officer of Aetos Alternatives Management, LP (since August 2013); Chairperson of the fixed Income Sub-Committee of the Investment committee (2006-2020) and Director or Trustee of various Morgan Stanley Funds (since August 2006); formerly, Managing Director, Morgan Stanley & Co. Inc. and Morgan Stanley Dean Witter Investment Management and President, various Morgan Stanley Funds (June 1998-March 2000); Principal, Morgan Stanley & Co. Inc. and Morgan Stanley Dean Witter Investment Management (August 1997- December 1999). | | | 79 | | | Director of certain investment funds managed or sponsored by Aetos Alternatives Management, LP; Director of Sanitized AG and Sanitized Marketing AG (specialty chemicals). | |
31
Morgan Stanley Tax-Free Daily Income Trust
Trustee and Officer Information (unaudited) continued
Name, Address and Birth Year of Independent Trustee | | Position(s) Held with Registrant | | Length of Time Served* | | Principal Occupation(s) During Past 5 Years and Other Relevant Professional Experience | | Number of Funds in Fund Complex Overseen by Independent Trustee** | | Other Directorships Held by Independent Trustee*** | |
Patricia Maleski c/o Perkins Coie LLP Counsel to the Independent Trustees 1155 Avenue of the Americas, 22nd Floor New York, NY 10036 Birth Year: 1960 | | Trustee | | Since January 2017 | | Director or Trustee of various Morgan Stanley Funds (since January 2017); Managing Director, JPMorgan Asset Management (2004-2016); Oversight and Control Head of Fiduciary and Conflicts of Interest Program (2015- 2016); Chief Control Officer-Global Asset Management (2013-2015); President, JPMorgan Funds (2010- 2013); Chief Administrative Officer (2004-2013); various other positions including Treasurer and Board Liaison (since 2001). | | | 80 | | | None. | |
W. Allen Reed c/o Perkins Coie LLP Counsel to the Independent Trustees 1155 Avenue of the Americas, 22nd Floor New York, NY 10036 Birth Year: 1947 | | Chair of the Board and Trustee | | Chair of the Boards since August 2020 and Trustee since August 2006 | | Chair of the Boards of various Morgan Stanley Funds (since August 2020); Director or Trustee of various Morgan Stanley Funds (since August 2006); formerly, Vice Chair of the Boards of various Morgan Stanley Funds (January 2020-August 2020); President and Chief Executive Officer of General Motors Asset Management; Chairman and Chief Executive Officer of the GM Trust Bank and Corporate Vice President of General Motors Corporation (August 1994- December 2005). | | | 79 | | | Formerly, Director of Legg Mason, Inc. (2006-2019); and Director of the Auburn University Foundation (2010-2015). | |
* This is the earliest date the Trustee began serving the Morgan Stanley Funds. Each Trustee serves an indefinite term, until his or her successor is elected.
** The Fund Complex includes (as of December 31, 2020) all open-end and closed-end funds (including all of their portfolios) advised by Morgan Stanley Investment Management Inc. (the "Adviser") and any funds that have an adviser that is an affiliated person of the Adviser (including, but not limited to, Morgan Stanley AIP GP LP).
*** This includes any directorships at public companies and registered investment companies held by the Trustee at any time during the past five years.
32
Morgan Stanley Tax-Free Daily Income Trust
Trustee and Officer Information (unaudited) continued
Name, Address and Birth Year of Executive Officer | | Position(s) Held with Registrant | | Length of Time Served* | |
Principal Occupation(s) During Past 5 Years | |
John H. Gernon 522 Fifth Avenue New York, NY 10036 Birth Year: 1963 | | President and Principal Executive Officer | | Since September 2013 | | President and Principal Executive Officer of the Equity and Fixed Income Funds and the Morgan Stanley AIP Funds (since September 2013) and the Liquidity Funds and various money market funds (since May 2014) in the Fund Complex; Managing Director of the Adviser; Head of Public Markets Product Development (since 2006). | |
Timothy J. Knierim 1633 Broadway New York, NY 10019 Birth Year: 1959 | | Chief Compliance Officer | | Since December 2016 | | Managing Director of the Adviser and various entities affiliated with the Adviser; Chief Compliance Officer of various Morgan Stanley Funds and the Adviser (since December 2016) and Chief Compliance Officer of Morgan Stanley AIP GP LP (since 2014). Formerly, Managing Director and Deputy Chief Compliance Officer of the Adviser (2014-2016). | |
Francis J. Smith 522 Fifth Avenue New York, NY 10036 Birth Year: 1965 | | Treasurer and Principal Financial Officer | | Treasurer since July 2003 and Principal Financial Officer since September 2002 | | Managing Director of the Adviser and various entities affiliated with the Adviser; Treasurer (since July 2003) and Principal Financial Officer of various Morgan Stanley Funds (since September 2002). | |
Mary E. Mullin 1633 Broadway New York, NY 10019 Birth Year: 1967 | | Secretary | | Since June 1999 | | Managing Director of the Adviser; Secretary of various Morgan Stanley Funds (since June 1999). | |
Michael J. Key 522 Fifth Avenue New York, NY 10036 Birth Year: 1979 | | Vice President | | Since June 2017 | | Vice President of the Equity and Fixed Income Funds, Liquidity Funds, various money market funds and the Morgan Stanley AIP Funds in the Fund Complex (since June 2017); Executive Director of the Adviser; Head of Product Development for Equity and Fixed Income Funds (since August 2013). | |
* This is the earliest date the officer began serving the Morgan Stanley Funds. Each officer serves a one-year term, until his or her successor is elected and qualifies.
2020 Federal Tax Notice (unaudited)
For federal income tax purposes, the following information is furnished with respect to the distributions paid by the Fund during its taxable year ended December 31, 2020. The Fund designated 99.93% of its income dividends as tax-exempt income dividends. In January, the Fund provides tax information to shareholders for the preceding calendar year.
33
Transfer Agent
DST Asset Manager Solutions, Inc.
2000 Crown Colony Drive
Quincy, Massachusetts 02169
Custodian
State Street Bank and Trust Company
One Lincoln Street
Boston, Massachusetts 02111
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Legal Counsel
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
Counsel to the Independent Trustees
Perkins Coie LLP
1155 Avenue of the Americas,
22nd Floor
New York, New York 10036
Adviser and Administrator
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
This report is submitted for the general information of the shareholders of the Fund. For more detailed information about the Fund, its fees and expenses and other pertinent information, please read its Prospectus. The Fund's Statement of Additional Information contains additional information about the Fund, including its Trustees. It is available, without charge, by calling (800) 548-7786.
This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective Prospectus. Please read the Prospectus carefully before investing.
Morgan Stanley Distribution, Inc., member FINRA.
© 2021 Morgan Stanley
DSTANN
3386843 EXP 02.28.22
Item 2. Code of Ethics.
(a) The registrant has adopted a code of ethics (the "Code of Ethics") that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.
(b) No information need be disclosed pursuant to this paragraph.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f)
(1) The registrant’s Code of Ethics is attached hereto as Exhibit 13 A.
(2) Not applicable.
(3) Not applicable.
Item 3. Audit Committee Financial Expert.
The registrant's Board of Trustees has determined that Joseph J. Kearns, an “independent” Trustee, is an “audit committee financial expert" serving on its audit committee. Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an "expert" for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and Board of Trustees in the absence of such designation or identification.
Item 4. Principal Accountant Fees and Services.
(a)(b)(c)(d) and (g). Based on fees billed for the periods shown:
2020
| | Registrant | | | Covered Entities(1) | |
Audit Fees | | $ | 34,506 | | | | N/A | |
| | | | | | | | |
Non-Audit Fees | | | | | | | | |
Audit-Related Fees | | $ | — | (2) | | $ | — | (2) |
Tax Fees | | $ | — | (3) | | $ | 231,320 | (4) |
All Other Fees | | $ | — | | | $ | — | (5) |
Total Non-Audit Fees | | $ | — | | | $ | 231,320 | |
| | | | | | | | |
Total | | $ | 34,506 | | | $ | 231,320 | |
2019
| | Registrant | | | Covered Entities(1) | |
Audit Fees | | $ | 34,506 | | | | N/A | |
| | | | | | | | |
Non-Audit Fees | | | | | | | | |
Audit-Related Fees | | $ | — | (2) | | $ | — | (2) |
Tax Fees | | $ | 4,613 | (3) | | $ | 535,939 | (4) |
All Other Fees | | $ | — | | | $ | 30,000 | (5) |
Total Non-Audit Fees | | $ | 4,613 | | | $ | 565,939 | |
| | | | | | | | |
Total | | $ | 39,119 | | | $ | 565,939 | |
N/A- Not applicable, as not required by Item 4.
| (1) | Covered Entities include the Adviser (excluding sub-advisors) and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Registrant. |
| (2) | Audit-Related Fees represent assurance and related services provided that are reasonably related to the performance of the audit of the financial statements of the Covered Entities' and funds advised by the Adviser or its affiliates, specifically data verification and agreed-upon procedures related to asset securitizations and agreed-upon procedures engagements. |
| (3) | Tax Fees represent tax compliance, tax planning and tax advice services provided in connection with the preparation and review of the Registrant’s tax returns. |
| (4) | Tax Fees represent tax compliance, tax planning and tax advice services provided in connection with the review of Covered Entities' tax returns. |
| (5) | All other fees represent project management for future business applications and improving business and operational processes. |
(e)(1) The audit committee’s pre-approval policies and procedures are as follows:
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, 20193
| 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 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.
3 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.
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.
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 A. All other Audit services not listed in Appendix A must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).
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 A. All other Audit-related services not listed in Appendix A must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).
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 A. All Tax services in Appendix A must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).
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 A. Permissible All Other services not listed in Appendix A 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.
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.
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
(e)(2) Beginning with non-audit service contracts entered into on or after May 6, 2003, the audit committee also is required to pre-approve services to Covered Entities to the extent that the services are determined to have a direct impact on the operations or financial reporting of the Registrant. 100% of such services were pre-approved by the audit committee pursuant to the Audit Committee’s pre-approval policies and procedures (attached hereto).
(f) Not applicable.
(g) See table above.
(h) The audit committee of the Board of Trustees has considered whether the provision of services other than audit services performed by the auditors to the Registrant and Covered Entities is compatible with maintaining the auditors' independence in performing audit services.
APPENDIX A
Pre-Approved Audit Services
Service Range of Fees | | | | |
| | The Fund(s) | | Covered Entities |
Statutory audits or financial audits for the Funds | | For a complete list of fees, please contact the legal department ** | | N/A |
Services associated with SEC registration statements (including new fund filings/seed audits), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., comfort letters for closed-end fund offerings, consents), and assistance in responding to SEC comment letters | | * | | * |
Consultations by the Fund’s management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard setting bodies (Note: Under SEC rules, some consultations may be “audit related” services rather than “audit” services) | | * | | * |
Pre-Approved Audit-Related Services
Service Range of Fees | | | | |
| | The Fund(s) | | Covered Entities |
Attest procedures not required by statute or regulation | | * | | * |
Due diligence services pertaining to potential fund mergers | | * | | * |
Consultations by the Fund’s management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be “audit” services rather than “audit-related” services) | | * | | * |
General assistance with implementation of the requirements of SEC rules or listing standards promulgated pursuant to the Sarbanes-Oxley Act | | * | | * |
Pre-Approved Tax Services
Service Range of Fees | | | | |
| | The Fund(s) | | Covered Entities |
U.S. federal, state and local tax planning and advice | | * | | * |
U.S. federal, state and local tax compliance | | * | | * |
International tax planning and advice | | * | | * |
International tax compliance | | * | | * |
Review/preparation of federal, state, local and international income, franchise, and other tax returns | | $400,000 PwC | | N/A |
Identification of Passive Foreign Investment Companies PwC ITV Tool – assist in determining which Fund holdings have | | $150,000 PwC | | * |
foreign capital gains tax exposure | | $125,000 PwC | | * |
Foreign Tax Services - Preparation of local foreign tax returns and assistance with local tax compliance issues (including maintenance of transaction schedules, assistance in periodic tax remittances, tax registration, representing funds before foreign revenue authorities and assistance with assessment orders) | | $500,000 PwC/EY | | * |
Assistance with tax audits and appeals before the IRS and similar state, local and foreign agencies | | * | | * |
Tax advice and assistance regarding statutory, regulatory or administrative developments (e.g., excise tax reviews, evaluation of Fund’s tax compliance function) | | * | | * |
Pre-Approved All Other Services
Service Range of Fees | | | | |
| | The Fund(s) | | Covered Entities |
Risk management advisory services, e.g., assessment and testing of security infrastructure controls | | * | | * |
*Aggregate fees related to the pre-approved services will be limited to 10% of the 2020/2021 annual fees for audit and tax services (see fee schedule distributed by the Auditors).
** Audit and tax services for new funds/portfolios will be subject to the maximum audit and tax fee for a fund/portfolio on fee schedule distributed by the Auditors.
Prohibited Non-Audit Services
| · | Bookkeeping or other services related to the accounting records or financial statements of the audit client |
| · | Financial information systems design and implementation |
| · | Appraisal or valuation services, fairness opinions or contribution-in-kind reports |
| · | Internal audit outsourcing services |
| · | Broker-dealer, investment adviser or investment banking services |
| · | Expert services unrelated to the audit |
Item 5. Audit Committee of Listed Registrants.
(a) The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act whose members are:
Joseph J. Kearns, Jakki L. Haussler, Michael F. Klein and W. Allen Reed.
(b) Not applicable.
Item 6. Schedule of Investments
(a) Refer to Item 1.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Applicable only to reports filed by closed-end funds.
Item 8. Portfolio Managers of Closed-End Management Investment Companies
Applicable only to reports filed by closed-end funds.
Item 9. Closed-End Fund Repurchases
Applicable only to reports filed by closed-end funds.
Item 10. Submission of Matters to a Vote of Security Holders
There have been no material changes to the procedures by which shareholders may recommend nominee to the Fund’s Board of Trustees since the Fund last provided disclosure in response to this item.
Item 11. Controls and Procedures
(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, based upon such officers' evaluation of these controls and procedures as of a date within 90 days of the filing date of the report.
(b) There were no changes in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
Item 12. Disclosure of Securities Lending Activities for Closed End Management Investment Companies.
Not Applicable
Item 13. Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Morgan Stanley Tax-Free Daily Income Trust
/s/ John H. Gernon | |
John H. Gernon | |
Principal Executive Officer | |
February 16, 2021 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ John H. Gernon | |
John H. Gernon | |
Principal Executive Officer | |
February 16, 2021 | |
/s/ Francis Smith | |
Francis Smith | |
Principal Financial Officer | |
February 16, 2021 | |