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: 811-03870
Morgan Stanley Long Duration Government Opportunities Fund
(Exact name of registrant as specified in charter)
1585 Broadway, New York, New York 10036
(Address of principal executive offices) (Zip code)
John H. Gernon
1585 Broadway, New York, New York 10036
(Name and address of agent for service)
Registrant's telephone number, including area code: 212-762-1886
Date of fiscal year end: December 31,
Date of reporting period: December 31, 2023
Item 1 - Report to Shareholders
Morgan Stanley Long Duration Government Opportunities Fund
(formerly Morgan Stanley U.S. Government Securities Trust)
Annual Report
December 31, 2023
Morgan Stanley Long Duration Government Opportunities Fund
Table of Contents (unaudited)
Welcome Shareholder | | | 3 | | |
Fund Report | | | 4 | | |
Performance Summary | | | 8 | | |
Expense Example | | | 10 | | |
Portfolio of Investments | | | 12 | | |
Statement of Assets and Liabilities | | | 17 | | |
Statement of Operations | | | 18 | | |
Statements of Changes in Net Assets | | | 19 | | |
Notes to Financial Statements | | | 20 | | |
Financial Highlights | | | 34 | | |
Report of Independent Registered Public Accounting Firm | | | 38 | | |
Liquidity Risk Management Program | | | 39 | | |
Important Notices | | | 40 | | |
U.S. Customer Privacy Notice | | | 42 | | |
Trustees and Officers Information | | | 45 | | |
2
Welcome Shareholder,
We are pleased to provide this annual report, in which you will learn how your investment in Morgan Stanley Long Duration Government Opportunities Fund (the "Fund") (formerly Morgan Stanley U.S. Government Securities Trust) 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 the Fund will achieve its investment objective. The Fund is subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.
3
Fund Report (unaudited)
For the year ended December 31, 2023
Total Return for the 12 Months Ended December 31, 2023 | |
Class A | | Class L | | Class I | | Class C | | Bloomberg U.S. Long Treasury Index1(i) | |
| 5.65 | % | | | 5.32 | % | | | 6.02 | % | | | 4.79 | % | | | 3.06 | % | |
Bloomberg U.S. Government/Mortgage/ Bloomberg U.S. Long Treasury Blended Index2 | | Bloomberg U.S. Government/Mortgage Index3 | | Lipper General U.S. Government Funds Index4 | |
| 1.66 | % | | | 4.45 | % | | | 3.83 | % | |
The performance of Morgan Stanley Long Duration Government Opportunities Fund (the "Fund") four share classes varies because each has different expenses. The Fund's total returns assume the reinvestment of all distributions but do not reflect the deduction of any applicable sales charges. Such costs would lower performance. See Performance Summary for standardized performance and benchmark information.
Market Conditions
The price action for developed market rates in the first quarter of 2023 was staggering and historic. Early in the quarter, strong economic data and hawkish language from the Federal Reserve (Fed) saw yields continue their movement upwards; however, that was reversed in March as the collapse of Silicon Valley Bank and Signature Bank unfolded. After spiking, rate volatility slowly declined from the highs but remained elevated late in the quarter as the market digested news and tried to interpret the impact of the banking situation. During the quarter, Treasury yields fell across the yield curve.
While banking fears dominated the price action observed in the first quarter of 2023, market behavior coming into the second quarter seemed to be range-bound between two narratives. The first was a resilient labor market and sticky core inflation due to pressures from elevated services inflation. The second was the concern around an economic fallout and a potential credit crunch driven by regional banking fears. However, both narratives stood down during May 2023 as all eyes turned to the U.S. debt ceiling. Once a deal became imminent, that uncertainty subsided and all eyes turned back to the economic data. During the first quarter, we saw wider credit spreads and materially lower Treasury yields, as markets reflected concerns of a heightened risk of recession. However, economic and labor market data continuously surprised to the upside, conflicting with fears of a weak economy burdened by banking woes, persistent inflation and hawkish policymakers. During the quarter, Treasury yield rose across all maturities.
Financial market returns were generally negative in the third quarter of 2023. Key themes influencing asset prices included the outperformance of the U.S. economy relative to other major economies, a broad strengthening in the U.S. dollar and rising global bond yields. U.S. Treasury yields rose sharply in the quarter as markets priced interest rates staying higher for longer than expected.
(i) Bloomberg® and the Bloomberg Index/Indices used are service marks of Bloomberg Finance L.P. and its affiliates, and have been licensed for use for certain purposes by Morgan Stanley Investment Management (MSIM). Bloomberg is not affiliated with MSIM, does not approve, endorse, review, or recommend any product and does not guarantee the timeliness, accurateness, or completeness of any data or information relating to any product.
4
Global financial markets posted strong gains in the fourth quarter of 2023 despite getting off to a weak start. Major equity and bond indexes declined in October on expectations that the Fed would hold interest rates higher for longer than originally anticipated. However, those expectations changed dramatically as the quarter progressed — especially after a dovish policy shift by the Fed in December 2023 — and markets rallied in the last two months of the period. Yields fell significantly during the quarter; the 10-year U.S. Treasury yield closed the year at the same level where it started.
Performance Analysis
Effective May 31, 2023, the Fund changed its name and primary benchmark, amended its principal investment strategy to target an average portfolio duration of at least ten years under normal circumstances and reduced the expense limitation for Class I shares (the "Fund Changes"). The portfolio managers of the Fund also changed effective May 31, 2023.
All share classes of the Fund outperformed the new primary benchmark Bloomberg U.S. Long Treasury Index (the "Index"), the new blended benchmark Bloomberg U.S. Government/Mortgage/Bloomberg U.S. Long Treasury Blended Index, the former primary benchmark Bloomberg U.S. Government/Mortgage Index ("former benchmark") and the Lipper General U.S. Government Funds Index for the 12 months ended December 31, 2023, assuming no deduction of applicable sales charges.
For the period of January 1, 2023 to May 30, 2023 prior to the effective date of the Fund Changes, the Fund slightly underperformed the former benchmark. The duration underweight held through most of the period and the curve positioning towards the latter half of the period slightly detracted from the Fund's performance versus the former benchmark. Securitized debt positioning also detracted mildly, particularly the overweight to agency residential mortgage-backed securities (RMBS) and the allocation to non-agency commercial mortgage-backed securities (CMBS), as their spreads widened. The out-of-benchmark holdings in taxable municipal bonds contributed to the Fund's performance versus the former benchmark over the period.
For the period between May 31, 2023 (after the effective date of the Fund Changes) and December 31, 2023, the Fund outperformed the Index due to duration positioning and sector allocation. Treasury yields ended the period modestly higher, but the rate path included a sharp rise followed by a steep decline in the closing months of the year. The Fund maintained a slightly shorter duration than the benchmark, which benefited its returns relative to the benchmark, and its yield curve positioning, which included a preference for intermediate-duration bonds relative to very long duration bonds, had a positive impact on relative returns. The Fund's focus on agency mortgage-backed securities (MBS) also helped returns, as a dovish shift in monetary policy late in the year caused MBS spreads to tighten. The Fund's exposure to longer-dated U.S. Treasury bonds detracted from the Fund's relative returns, as the steepening U.S. Treasury yield curve led to declines in these securities.
5
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 12/31/23 | |
Collateralized Mortgage Obligations — Agency Collateral Series | | | 43.2 | % | |
Agency Fixed Rate Mortgages | | | 42.3 | | |
Mortgages — Other | | | 7.4 | | |
Short-Term Investments | | | 3.3 | | |
U.S. Agency Security | | | 2.4 | | |
Commercial Mortgage-Backed Securities | | | 0.8 | | |
Agency Adjustable Rate Mortgages | | | 0.2 | | |
Agency Bond — Sovereign (U.S. Government Guaranteed) | | | 0.2 | | |
Agency Bond — Finance (U.S. Government Guaranteed) | | | 0.2 | | |
* Does not include open futures contracts with a value of $235,897,141 and total unrealized appreciation of $7,773,484.
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 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 normally invests at least 80% of its net assets in a portfolio of U.S. government securities. This policy may be changed without shareholder approval; however, you would be notified upon 60 days' notice in writing of any changes. In making investment decisions, the Fund's "Adviser," Morgan Stanley Investment Management Inc., considers economic developments, interest rate trends and other factors. The U.S. government securities that the Fund may purchase include: U.S. Treasury bills, notes and bonds, all of which are direct obligations of the U.S. Government; securities (including mortgage-backed securities) issued by agencies and instrumentalities of the U.S. Government which are backed by the full faith and credit of the United States; securities (including mortgage-backed securities) issued by agencies and instrumentalities which are not backed by the full faith and credit of the United States, but whose issuing agency or instrumentality has the right to borrow, to meet its obligations, from the U.S. Treasury; securities issued by agencies and instrumentalities which are backed solely by the credit of the issuing agency or instrumentality; and securities guaranteed by the U.S. Government or its agencies and instrumentalities or securities supported by the U.S. Government in some other way, such as the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality. The Fund's investments may include zero coupon securities, which are purchased at a discount and generally accrue interest, but make no payment until maturity. Under normal circumstances, the Adviser expects to construct an investment portfolio for the Fund with a dollar-weighted average effective duration of at least 10 years.
6
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Performance Summary (unaudited)
Performance of $10,000 Investment—Class A
Over 10 Years
8
Average Annual Total Returns—Period Ended December 31, 2023 (unaudited) | |
Symbol | | Class A Shares* (since 07/28/97) USGAX | | Class L Shares** (since 07/28/97) USGCX | | Class I Shares*** (since 07/28/97) USGDX | | Class C Shares† (since 04/30/15) MSGVX | |
1 Year | | | 5.65 2.266 | %5 | | | 5.32 — | %5 | | | 6.02 — | %5 | | | 4.79 3.796 | %5 | |
5 Years | | | 0.225 –0.446 | | | | –0.085 — | | | | 0.585 — | | | | –0.585 –0.586 | | |
10 Years | | | 1.175 0.846 | | | | 0.885 — | | | | 1.515 — | | | | — — | | |
Since Inception | | | 3.035 2.916 | | | | 2.625 — | | | | 3.325 — | | | | –0.085 –0.086 | | |
Performance data quoted represents past performance, which is no guarantee of future results and current performance may be lower or higher than the figures shown. For most recent month-end performance figures, please visit www.morganstanley.com/im/shareholderreports or speak with your Financial Advisor. Investment returns and principal value will fluctuate and fund shares, when redeemed, may be worth more or less than their original cost. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Performance for Class A, Class L, Class I and Class C shares will vary due to differences in sales charges and expenses. See the Fund's current prospectus for complete details on fees and sale charges. Fund's total returns are calculated based on the net asset value as of the last business day of the period.
* The maximum front-end sales charge for Class A is 3.25%.
** Class L has no sales charge. Class L shares are closed for new investments.
*** Class I has no sales charge.
† The maximum contingent deferred sales charge for Class C is 1.0% for shares redeemed within one year of purchase. Class C shares will automatically convert to Class A shares eight years after the end of the calendar month in which the shares were purchased. Performance for periods greater than eight years reflects this conversion.
(1) The Bloomberg U.S. Long Treasury Index measures the performance of U.S. dollar-denominated, fixed-rate, nominal debt issued by the U.S. Treasury with a maturity greater than 10 years. Separate trading of registered interest and principal of securities (STRIPS) are excluded from the index because their inclusion would result in double-counting. The Index is unmanaged and its returns do not include any sales charges or fees. Such costs would lower performance. It is not possible to invest directly in an index. Effective May 31, 2023, the Fund changed its primary benchmark to the Bloomberg U.S. Long Treasury Index because the Adviser believes it is a more appropriate benchmark for the Fund.
(2) The Bloomberg U.S. Government/Mortgage/Bloomberg U.S. Long Treasury Blended Index is a performance linked benchmark of the old and new benchmark of the Fund. The old benchmark represented by Bloomberg U.S. Government/Mortgage Index for periods from inception of the Fund to May 30, 2023 and the new benchmark represented by Bloomberg U.S. Long Treasury Index for periods thereafter. The Index is unmanaged and its returns do not include any sales charges or fees. Such costs would lower performance. It is not possible to invest directly in an index.
(3) The Bloomberg U.S. Government/Mortgage Index includes Treasuries, government-related issues, and agency mortgage-backed pass-through securities issued by Ginnie Mae (GNMA), Fannie Mae (FNMA), and Freddie Mac (FHLMC). The Index is unmanaged and its returns do not include any sales charges or fees. Such costs would lower performance. It is not possible to invest directly in an index.
(4) The Lipper General U.S. Government Funds Index is an equally weighted performance index of the largest qualifying funds (based on net assets) in the Lipper General U.S. Government Funds classification. The Index, which is adjusted for capital gains distributions and income dividends, is unmanaged and should not be considered an investment. There are currently 10 funds represented in this Index. The Fund was in the Lipper General U.S. Government Funds classification as of the date of this report.
(5) Figure shown assumes reinvestment of all distributions and does not reflect the deduction of any sales charges.
(6) Figure shown assumes reinvestment of all distributions and the deduction of the maximum applicable sales charge. See the Fund's current prospectus for complete details on fees and sales charges.
‡ Ending value assuming a complete redemption on December 31, 2023.
9
Expense Example (unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments; and (2) ongoing costs, which may include advisory fees, administration fees, distribution and shareholder services (12b-1) 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 07/01/23 – 12/31/23.
Actual Expenses
The first line of the table on the following page 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 on the following page 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 and do not reflect any transactional costs, such as sales charges (loads). 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. In addition, if these transactional costs were included, your costs would have been higher.
10
Expense Example (unaudited) continued
| | Beginning Account Value | | Ending Account Value | | Expenses Paid During Period(1) | |
| | 07/01/23 | | 12/31/23 | | 07/01/23 – 12/31/23 | |
Class A | |
Actual (5.04% return) | | $ | 1,000.00 | | | $ | 1,050.40 | | | $ | 0.57 | | |
Hypothetical (5% annual return before expenses) | | $ | 1,000.00 | | | $ | 1,024.65 | | | $ | 0.56 | | |
Class L | |
Actual (5.00% return) | | $ | 1,000.00 | | | $ | 1,050.00 | | | $ | 1.91 | | |
Hypothetical (5% annual return before expenses) | | $ | 1,000.00 | | | $ | 1,023.34 | | | $ | 1.89 | | |
Class I | |
Actual (5.38% return) | | $ | 1,000.00 | | | $ | 1,053.80 | | | $ | (1.40 | ) | |
Hypothetical (5% annual return before expenses) | | $ | 1,000.00 | | | $ | 1,026.57 | | | $ | (1.38 | ) | |
Class C | |
Actual (4.74% return) | | $ | 1,000.00 | | | $ | 1,047.40 | | | $ | 5.01 | | |
Hypothetical (5% annual return before expenses) | | $ | 1,000.00 | | | $ | 1,020.32 | | | $ | 4.94 | | |
(1) Expenses are equal to the Fund's annualized expense ratios of 0.11%, 0.37%, (0.27)% and 0.97% for Class A, Class L, Class I and Class C shares, respectively, multiplied by the average account value over the period and multiplied by 184/365 (to reflect the one-half year period).
Refer to Note 4 in the Notes to Financial Statements for discussion of prior period transfer agency and sub transfer agency fees that were reimbursed in the current period.
11
Morgan Stanley Long Duration Government Opportunities Fund
Portfolio of Investments ◼ December 31, 2023
PRINCIPAL AMOUNT (000) | |
| | COUPON RATE | | MATURITY DATE | | VALUE | |
| | Agency Adjustable Rate Mortgages (0.3%) | | | |
| | Federal Home Loan Mortgage Corporation, Conventional Pools: | | | |
$ | 90 | | | 1 yr. RFUCC Treasury + 1.73% | | | 5.982 | % | | 11/01/36 | | $ | 91,350 | | |
| 134 | | | 1 yr. RFUCC Treasury + 1.91% | | | 6.155 | | | 10/01/36 | | | 136,417 | | |
| 336 | | | Federal National Mortgage Association, Conventional Pools: | | | 5.068 | | | 03/01/38 | | | 334,999 | | |
| | | | Total Agency Adjustable Rate Mortgages (Cost $ 610,533) | | | | | | | 562,766 | | |
| | Agency Bond - Finance (U.S. Government Guaranteed) (0.2%) | | | |
| 560 | | | Washington Aircraft 1 Co. DAC (Ireland) (Cost $560,217) | | | 2.637 | | | 09/15/26 | | | 538,159 | | |
| | Agency Bond - Sovereign (U.S. Government Guaranteed) (0.2%) | | | |
| 515 | | | Petroleos Mexicanos (Mexico) (Cost $515,000) | | | 2.46 | | | 12/15/25 | | | 497,303 | | |
| | Agency Fixed Rate Mortgages (61.2%) | | | |
| | Federal Home Loan Mortgage Corporation, Conventional Pools: | | | |
| 83 | | | | | | | | 3.00 | | | 12/01/49 | | | 73,541 | | |
| | Gold Pools: | | | |
| 26 | | | | | | | | 3.50 | | | 04/01/49 | | | 24,052 | | |
| 111 | | | | | | | | 6.50 | | | 03/01/29 - 09/01/32 | | | 115,382 | | |
| 88 | | | | | | | | 7.50 | | | 05/01/35 | | | 92,821 | | |
| 49 | | | | | | | | 8.00 | | | 08/01/32 | | | 51,866 | | |
| 63 | | | | | | | | 8.50 | | | 08/01/31 | | | 67,041 | | |
| | Federal National Mortgage Association, | | | |
| 1,425 | | | | | | | | 6.00 | | | 07/01/53 | | | 1,457,549 | | |
| 2,109 | | | | | | | | 6.50 | | | 06/01/53 | | | 2,175,506 | | |
| | Conventional Pools: | | | |
| 330 | | | | | | | | 2.50 | | | 02/01/50 | | | 286,278 | | |
| 348 | | | | | | | | 3.00 | | | 05/01/49 - 11/01/49 | | | 307,684 | | |
| 257 | | | | | | | | 3.50 | | | 01/01/48 - 07/01/49 | | | 235,407 | | |
| 170 | | | | | | | | 4.50 | | | 01/01/25 - 09/01/48 | | | 166,014 | | |
| 34 | | | | | | | | 5.00 | | | 01/01/41 | | | 34,796 | | |
| 92 | | | | | | | | 5.50 | | | 09/01/35 | | | 94,201 | | |
| 16 | | | | | | | | 6.50 | | | 06/01/29 - 02/01/33 | | | 16,349 | | |
| 1 | | | | | | | | 7.00 | | | 05/01/31 | | | 602 | | |
| 137 | | | | | | | | 7.50 | | | 08/01/37 | | | 145,165 | | |
| 105 | | | | | | | | 8.00 | | | 04/01/33 | | | 111,222 | | |
See Notes to Financial Statements
12
Morgan Stanley Long Duration Government Opportunities Fund
Portfolio of Investments ◼ December 31, 2023 continued
PRINCIPAL AMOUNT (000) | |
| | COUPON RATE | | MATURITY DATE | | VALUE | |
$ | 116 | | | | | | | | 8.50 | % | | 10/01/32 | | $ | 123,674 | | |
| | January TBA | | | |
| 13,700 | | | (a) | | | 2.50 | | | 01/01/54 | | | 11,672,829 | | |
| 17,850 | | | (a) | | | 3.00 | | | 01/01/54 | | | 15,805,616 | | |
| 11,500 | | | (a) | | | 3.50 | | | 01/01/54 | | | 10,560,235 | | |
| 9,800 | | | (a) | | | 4.00 | | | 01/01/54 | | | 9,277,839 | | |
| 11,600 | | | (a) | | | 4.50 | | | 01/01/54 | | | 11,257,432 | | |
| 10,000 | | | (a) | | | 5.00 | | | 01/01/54 | | | 9,903,120 | | |
| 23,050 | | | (a) | | | 5.50 | | | 01/01/54 | | | 23,170,664 | | |
| 1,900 | | | (a) | | | 6.50 | | | 01/01/54 | | | 1,947,202 | | |
| | Government National Mortgage Association, | | | |
| | January TBA | | | |
| 1,100 | | | (a) | | | 3.50 | | | 01/20/54 | | | 1,024,926 | | |
| 1,600 | | | (a) | | | 4.00 | | | 01/20/54 | | | 1,529,029 | | |
| | Various Pools: | | | |
| 872 | | | | | | | | 3.50 | | | 08/20/45 - 07/20/46 | | | 820,933 | | |
| 430 | | | | | | | | 4.00 | | | 07/15/44 | | | 416,976 | | |
| 23 | | | | | | | | 4.50 | | | 04/20/49 | | | 22,950 | | |
| 286 | | | | | | | | 5.00 | | | 01/20/40 - 12/20/48 | | | 288,904 | | |
| 31 | | | | | | | | 5.125 | | | 11/20/37 | | | 31,494 | | |
| 215 | | | | | | | | 5.25 | | | 04/20/36 - 09/20/39 | | | 218,982 | | |
| 470 | | | | | | | | 5.375 | | | 02/20/36 - 08/20/40 | | | 481,775 | | |
| 7,492 | | | | | | | | 5.50 | | | 06/20/53 | | | 7,537,445 | | |
| 10,463 | | | | | | | | 6.00 | | | 06/15/28 - 07/20/53 | | | 10,705,837 | | |
| 6,469 | | | | | | | | 6.50 | | | 06/20/53 - 07/20/53 | | | 6,684,728 | | |
| 30 | | | | | | | | 7.00 | | | 03/20/26 - 07/20/29 | | | 30,875 | | |
| 62 | | | | | | | | 8.00 | | | 05/15/26 - 08/15/31 | | | 64,263 | | |
| 16 | | | | | | | | 8.50 | | | 07/15/30 | | | 15,721 | | |
| — | @ | | | | | | | 9.00 | | | 07/15/24 - 02/15/25 | | | 739 | | |
| | | | Total Agency Fixed Rate Mortgages (Cost $126,770,657) | | | | | | | 129,049,664 | | |
| | Collateralized Mortgage Obligations - Agency Collateral Series (62.5%) | | | |
| | Federal Home Loan Mortgage Corporation, | | | |
| | IO REMIC | | | |
| 1,505 | | | 5.89% - SOFR30A | | | 0.547 | (b) | | 11/15/43 | | | 121,377 | | |
| | REMIC | | | |
| 1,000 | | | | | | | | 6.00 | | | 08/25/53 | | | 1,047,987 | | |
See Notes to Financial Statements
13
Morgan Stanley Long Duration Government Opportunities Fund
Portfolio of Investments ◼ December 31, 2023 continued
PRINCIPAL AMOUNT (000) | |
| | COUPON RATE | | MATURITY DATE | | VALUE | |
| | Federal National Mortgage Association, | | | |
| | IO REMIC | | | |
$ | 618 | | | 6.44% - SOFR30A | | | 1.098 | (b)% | | 08/25/41 | | $ | 13,054 | | |
| | REMIC | | | |
| 2,441 | | | | | | 0.00 | | | 11/25/53 | | | 1,999,098 | | |
| 4,387 | | | | | | 6.25 | | | 08/25/53 | | | 4,784,554 | | |
| | Government National Mortgage Association, | | | |
| | IO REMIC | | | |
| 222 | | | | | | 5.00 | | | 02/16/41 | | | 43,657 | | |
| | REMIC | | | |
| 2,469 | | | 22.55% - SOFR30A | | | 2.654 | (b) | | 07/20/53 | | | 2,472,603 | | |
| 2,244 | | | | | | 5.437 | (c) | | 10/20/53 | | | 2,391,121 | | |
| 105,156 | | | | | | 6.00 | | | 05/20/53 - 12/20/53 | | | 107,954,893 | | |
| 10,104 | | | | | | 6.50 | | | 11/20/53 | | | 10,988,159 | | |
| | | | Total Collateralized Mortgage Obligations - Agency Collateral Series (Cost $126,561,935) | | | | | | | 131,816,503 | | |
| | Commercial Mortgage-Backed Securities (1.2%) | | | |
| 6,534 | | | BANK 2019-BNK21, IO | | | 0.838 | (c) | | 10/17/52 | | | 244,171 | | |
| | Citigroup Commercial Mortgage Trust, | | | |
| | IO | | | |
| 4,716 | | | | | | 0.709 | (c) | | 11/10/48 | | | 46,114 | | |
| 12,542 | | | | | | 0.868 | (c) | | 09/10/58 | | | 134,654 | | |
| 5,346 | | | Commercial Mortgage Trust, IO | | | 0.152 | (c) | | 02/10/47 | | | 15 | | |
| | Federal Home Loan Mortgage Corp. Multifamily Structured Pass-Through Certificates, | | | |
| | IO | | | |
| 31,633 | | | | | | 0.324 | (c) | | 11/25/27 | | | 348,960 | | |
| 24,098 | | | | | | 0.325 | (c) | | 04/25/32 | | | 583,147 | | |
| | GS Mortgage Securities Trust, | | | |
| | IO | | | |
| 6,504 | | | | | | | | 0.939 | (c) | | 04/10/47 | | | 364 | | |
| 12,999 | | | | | | | | 1.194 | (c) | | 10/10/48 | | | 209,038 | | |
| 7,324 | | | JP Morgan Chase Commercial Mortgage Securities Trust, IO | | | 0.575 | (c) | | 12/15/49 | | | 92,752 | | |
See Notes to Financial Statements
14
Morgan Stanley Long Duration Government Opportunities Fund
Portfolio of Investments ◼ December 31, 2023 continued
PRINCIPAL AMOUNT (000) | |
| | COUPON RATE | | MATURITY DATE | | VALUE | |
$ | 2,741 | | | JPMBB Commercial Mortgage Securities Trust, IO | | | 0.329 | (c)% | | 01/15/47 | | $ | 889 | | |
| 783 | | | WFRBS Commercial Mortgage Trust, IO | | | 0.00 | (c) | | 08/15/46 | | | 1 | | |
| 1,100 | | | Worldwide Plaza Trust (d) | | | 3.526 | | | 11/10/36 | | | 839,276 | | |
| | | | Total Commercial Mortgage-Backed Securities (Cost $2,870,368) | | | | | | | 2,499,381 | | |
| | Mortgages - Other (10.7%) | | | |
| | Cascade Funding Mortgage Trust | | | |
| 945 | | | (d) | | | 2.962 | (c) | | 07/25/57 | | | 390,892 | | |
| 403 | | | (d) | | | 4.00 | (c) | | 10/25/68 | | | 403,295 | | |
| | FARM Mortgage Trust | | | |
| 972 | | | (d) | | | 3.032 | (c) | | 03/25/52 | | | 695,364 | | |
| 766 | | | (d) | | | 3.24 | (c) | | 07/25/51 | | | 558,038 | | |
| 8,398 | | | Federal Home Loan Mortgage Corporation, Class MZ | | | 6.00 | | | 07/25/53 | | | 8,935,734 | | |
| | Flagstar Mortgage Trust | | | |
| | | | 7,307 | | | 3.487 | (c) | | 08/25/51 | | | 5,578,768 | | |
| 1,911 | | | (d) | | | 3.511 | (c) | | 10/25/51 | | | 1,392,382 | | |
| | GS Mortgage-Backed Securities Trust | | | |
| 1,408 | | | (d) | | | 3.185 | (c) | | 01/25/53 | | | 778,705 | | |
| 838 | | | (d) | | | 3.423 | (c) | | 10/25/50 | | | 410,105 | | |
| 2,948 | | | Seasoned Credit Risk Transfer Trust | | | 3.00 | | | 08/25/57 - 05/25/60 | | | 2,607,292 | | |
| 1,625 | | | Sequoia Mortgage Trust, Class B4 (d) | | | 2.863 | (c) | | 11/25/51 | | | 768,251 | | |
| | | | Total Mortgages - Other (Cost $21,948,222) | | | | | | | 22,518,826 | | |
| | U.S. Agency Security (3.5%) | | | |
| 6,935 | | | Tennessee Valley Authority (Cost $7,098,814) | | | 5.25 | | | 09/15/39 | | | 7,370,528 | | |
| | Short-Term Investments (4.7%) | | | |
| | U.S. Treasury Security (0.2%) | | | |
| 400 | | | U.S. Treasury Bill (e) (Cost $393,622) | | | 5.532 | | | 4/18/24 | | | 393,833 | | |
See Notes to Financial Statements
15
Morgan Stanley Long Duration Government Opportunities Fund
Portfolio of Investments ◼ December 31, 2023 continued
NUMBER OF SHARES (000) | |
| | | | | | VALUE | |
| | Investment Company (4.5%) | |
| 9,605 | | | Morgan Stanley Institutional Liquidity Funds - Government Portfolio - Institutional Class (See Note 9) (Cost $9,605,050) | | | | | | | | | | $ | 9,605,050 | | |
| | Total Short-Term Investments (Cost $9,998,672) | | | | | | | 9,998,883 | | |
| | Total Investments (Cost $296,934,418) (f)(g) | | | | | 144.5 | % | | | 304,852,013 | | |
| | Liabilities in excess of Other Assets | | | | | (44.5 | ) | | | (93,900,607 | ) | |
| | Net Assets | | | | | 100.0 | % | | $ | 210,951,406 | | |
@ Principal amount is less than $500.
(a) Security is subject to delayed delivery.
(b) Inverse Floating Rate Security - Interest rate fluctuates with an inverse relationship to an associated interest rate. Indicated rate is the effective rate at December 31, 2023.
(c) Floating or variable rate securities: The rates disclosed are as of December 31, 2023. 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.
(d) 144A security - Certain conditions for public sale may exist. Unless otherwise noted, these securities are deemed to be liquid.
(e) Rate shown is the yield to maturity at December 31, 2023.
(f) Securities are available for collateral in connection with securities purchased on a forward commitment basis and open futures contracts.
(g) At December 31, 2023, the aggregate cost for federal income tax purposes is $304,979,616. The aggregate gross unrealized appreciation is $16,931,835 and the aggregate gross unrealized depreciation is $9,285,954, resulting in net unrealized appreciation of $7,645,881.
DAC Designated Activity Company.
IO Interest Only Security.
REMIC Real Estate Mortgage Investment Conduit.
RFUCC Refinitiv USD IBOR Consumer Cash Fallbacks.
SOFR30A 30-Day Average Secured Overnight Financing Rate.
TBA To Be Announced.
Futures Contracts:
The Fund had the following futures contracts open at December 31, 2023:
| | NUMBER OF CONTRACTS | | EXPIRATION DATE | | NOTIONAL AMOUNT (000) | | VALUE | | UNREALIZED APPRECIATION | |
Long: | |
U.S. Treasury 5 yr. Note (United States) | | | 452 | | | Mar-24 | | $ | 45,200 | | | $ | 49,165,594 | | | $ | 1,045,250 | | |
U.S. Treasury 10 yr. Note (United States) | | | 846 | | | Mar-24 | | | 84,600 | | | | 95,505,469 | | | | 2,947,781 | | |
U.S. Treasury 10 yr. Ultra Note (United States) | | | 773 | | | Mar-24 | | | 77,300 | | | | 91,226,078 | | | | 3,780,453 | | |
| | | | | | | | | | $ | 7,773,484 | | |
See Notes to Financial Statements
16
Morgan Stanley Long Duration Government Opportunities Fund
Financial Statements
Statement of Assets and Liabilities December 31, 2023
Assets: | |
Investments in securities, at value (cost $287,329,368) | | $ | 295,246,963 | | |
Investment in affiliate, at value (cost $9,605,050) | | | 9,605,050 | | |
Total investments in securities, at value (cost $296,934,418) | | | 304,852,013 | | |
Receivable for: | |
Variation margin on open futures contracts | | | 5,190,916 | | |
Interest | | | 1,037,356 | | |
Shares of beneficial interest sold | | | 122,672 | | |
Dividends from affiliate | | | 20,381 | | |
Prepaid expenses and other assets | | | 28,567 | | |
Total Assets | | | 311,251,905 | | |
Liabilities: | |
Payable to Bank | | | 4,615,306 | | |
Due to broker | | | 1,360,000 | | |
Payable for: | |
Investments purchased | | | 93,652,383 | | |
Shares of beneficial interest redeemed | | | 349,641 | | |
Transfer and sub transfer agency fees | | | 67,789 | | |
Trustees' fees | | | 48,889 | | |
Distribution fee | | | 39,153 | | |
Dividends to shareholders | | | 26,738 | | |
Administration fee | | | 14,237 | | |
Advisory fee | | | 12,674 | | |
Accrued expenses and other payables | | | 113,689 | | |
Total Liabilities | | | 100,300,499 | | |
Net Assets | | $ | 210,951,406 | | |
Composition of Net Assets: | |
Paid-in-Capital | | $ | 242,867,164 | | |
Total Accumulated Loss | | | (31,915,758 | ) | |
Net Assets | | $ | 210,951,406 | | |
Class A Shares: | |
Net Assets | | $ | 168,388,071 | | |
Shares Outstanding (unlimited shares authorized, $0.01 par value) | | | 22,929,720 | | |
Net Asset Value Per Share | | $ | 7.34 | | |
Maximum Offering Price Per Share, (net asset value plus 3.36% of net asset value) | | $ | 7.59 | | |
Class L Shares: | |
Net Assets | | $ | 3,352,528 | | |
Shares Outstanding (unlimited shares authorized, $0.01 par value) | | | 452,909 | | |
Net Asset Value Per Share | | $ | 7.40 | | |
Class I Shares: | |
Net Assets | | $ | 36,732,999 | | |
Shares Outstanding (unlimited shares authorized, $0.01 par value) | | | 4,999,594 | | |
Net Asset Value Per Share | | $ | 7.35 | | |
Class C Shares: | |
Net Assets | | $ | 2,477,808 | | |
Shares Outstanding (unlimited shares authorized, $0.01 par value) | | | 334,723 | | |
Net Asset Value Per Share | | $ | 7.40 | | |
See Notes to Financial Statements
17
Morgan Stanley Long Duration Government Opportunities Fund
Financial Statements continued
Statement of Operations For the year ended December 31, 2023
Net Investment Income: Income | |
Interest | | $ | 9,900,393 | | |
Dividends from affiliate (Note 9) | | | 627,256 | | |
Total Income | | | 10,527,649 | | |
Expenses | |
Advisory fee (Note 4) | | | 902,548 | | |
Distribution fee (Class A) (Note 5) | | | 428,948 | | |
Distribution fee (Class L) (Note 5) | | | 17,537 | | |
Distribution fee (Class C) (Note 5) | | | 33,948 | | |
Professional fees | | | 276,767 | | |
Transfer agency fees and expenses (Class A) (Note 7) | | | 199,194 | | |
Transfer agency fees and expenses (Class L) (Note 7) | | | 5,723 | | |
Transfer agency fees and expenses (Class I) (Note 7) | | | 27,037 | | |
Transfer agency fees and expenses (Class C) (Note 7) | | | 3,521 | | |
Administration fee (Note 4) | | | 171,914 | | |
Sub transfer agency fees and expenses (Class A) | | | 106,694 | | |
Sub transfer agency fees and expenses (Class L) | | | 2,273 | | |
Sub transfer agency fees and expenses (Class I) | | | 36,065 | | |
Sub transfer agency fees and expenses (Class C) | | | 2,626 | | |
Registration fees | | | 72,428 | | |
Shareholder reports and notices | | | 54,473 | | |
Custodian fees (Note 6) | | | 38,880 | | |
Trustees' fees and expenses | | | 8,782 | | |
Other | | | 56,983 | | |
Total Expenses | | | 2,446,341 | | |
Less: reimbursement of transfer agency and sub transfer agency fees (Note 4) | | | (756,946 | ) | |
Less: waiver of Advisory fees (Note 4) | | | (501,043 | ) | |
Less: reimbursement of class specific expenses (Class A) (Note 4) | | | (140,306 | ) | |
Less: reimbursement of class specific expenses (Class L) (Note 4) | | | (3,788 | ) | |
Less: reimbursement of class specific expenses (Class I) (Note 4) | | | (63,080 | ) | |
Less: reimbursement of class specific expenses (Class C) (Note 4) | | | (2,106 | ) | |
Less: rebate from Morgan Stanley affiliated cash sweep (Note 9) | | | (18,398 | ) | |
Net Expenses | | | 960,674 | | |
Net Investment Income | | | 9,566,975 | | |
Realized and Unrealized Gain (Loss): Realized Loss on: | |
Investments sold | | | (12,765,213 | ) | |
Futures contracts | | | (13,070,409 | ) | |
Net Realized Loss | | | (25,835,622 | ) | |
Change in Unrealized Appreciation (Depreciation) on: | |
Investments | | | 19,035,273 | | |
Futures contracts | | | 7,945,320 | | |
Net Change in Unrealized Appreciation (Depreciation) | | | 26,980,593 | | |
Net Gain | | | 1,144,971 | | |
Net Increase in Net Assets Resulting from Operations | | $ | 10,711,946 | | |
See Notes to Financial Statements
18
Morgan Stanley Long Duration Government Opportunities Fund
Financial Statements continued
Statements of Changes in Net Assets
| | FOR THE YEAR ENDED DECEMBER 31, 2023 | | FOR THE YEAR ENDED DECEMBER 31, 2022 | |
Increase (Decrease) in Net Assets: | |
Operations: | |
Net investment income | | $ | 9,566,975 | | | $ | 7,061,751 | | |
Net realized loss | | | (25,835,622 | ) | | | (14,810,703 | ) | |
Net change in unrealized appreciation (depreciation) | | | 26,980,593 | | | | (30,818,971 | ) | |
Net Increase (Decrease) in Net Assets Resulting from Operations | | | 10,711,946 | | | | (38,567,923 | ) | |
Dividends and Distributions to Shareholders from: | |
Class A | | | (7,016,356 | ) | | | (5,862,624 | ) | |
Class L | | | (132,121 | ) | | | (112,407 | ) | |
Class I | | | (1,613,255 | ) | | | (1,363,158 | ) | |
Class C | | | (109,203 | ) | | | (86,458 | ) | |
Total Dividends and Distributions to Shareholders | | | (8,870,935 | ) | | | (7,424,647 | ) | |
Net decrease from transactions in shares of beneficial interest | | | (30,656,413 | ) | | | (24,004,145 | ) | |
Net Decrease | | | (28,815,402 | ) | | | (69,996,715 | ) | |
Net Assets: | |
Beginning of period | | | 239,766,808 | | | | 309,763,523 | | |
End of Period | | $ | 210,951,406 | | | $ | 239,766,808 | | |
See Notes to Financial Statements
19
Morgan Stanley Long Duration Government Opportunities Fund
Notes to Financial Statements ◼ December 31, 2023
1. Organization and Accounting Policies
Morgan Stanley Long Duration Government Opportunities Fund (the "Fund") (name changed on May 31, 2023, formerly Morgan Stanley U.S. Government Securities Trust) is registered under the Investment Company Act of 1940, as amended (the "Act"), as a diversified, open-end management investment company. The Fund's investment objective is to seek a high level of current income consistent with safety of principal. The Fund was organized as a Massachusetts business trust on September 29, 1983 and commenced operations on June 29, 1984. On July 28, 1997, the Fund converted to a multiple class share structure.
The Fund applies investment company accounting and reporting guidance Accounting Standards Codification ("ASC") Topic 946. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the Fund's Statement of Assets and Liabilities through the date that the financial statements were issued.
The Fund has issued Class A shares, Class L shares, Class I shares and Class C shares. Class C shares will automatically convert to Class A shares eight years after the end of the calendar month in which the shares were purchased. The four classes are substantially the same except that most Class A shares are subject to a sales charge imposed at the time of purchase and some Class A shares and most Class C shares are subject to a contingent deferred sales charge imposed on shares redeemed within one year. Class L shares and Class I shares are not subject to a sales charge. Additionally, Class A shares, Class L shares and Class C shares incur distribution expenses.
The Fund suspended offering Class L shares to all investors (April 30, 2015). Class L shareholders of the Fund do not have the option of purchasing additional Class L shares. However, the existing Class L shareholders may invest through reinvestment of dividends and distributions. In addition, Class L shares of the Fund may be exchanged for Class L shares of any Morgan Stanley Multi-Class Fund, even though Class L shares are closed to investors.
The following is a summary of significant accounting policies:
A. Valuation of Investments — (1) Fixed income securities may be valued by an outside pricing service/vendor approved by the Fund's Board of Trustees (the "Trustees"). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads and/or other market data and specific security characteristics. If Morgan Stanley Investment Management Inc. (the "Adviser"), a wholly-owned subsidiary of Morgan Stanley, determines that the price provided by the outside pricing service/vendor does not reflect the security's fair value or is unable to provide a price, prices from reputable brokers/dealers may also be utilized. In these circumstances, the value of the security will be the mean of bid and asked prices obtained from reputable brokers/dealers; (2) portfolio securities for which over-the-counter ("OTC") market quotations are readily available are valued at its latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no
20
Morgan Stanley Long Duration Government Opportunities Fund
Notes to Financial Statements ◼ December 31, 2023 continued
trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets; (3) when market quotations are not readily available, as defined by Rule 2a-5 under the Act, including circumstances under which the Adviser determines that the market quotations are not reflective of a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures approved by and under the general supervision of the Trustees. Each business day, the Fund uses a third-party pricing service approved by the Trustees to assist with the valuation of foreign equity securities. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities to more accurately reflect their fair value as of the close of regular trading on the NYSE; (4) futures are valued at the settlement price on the exchange on which they trade or, if a settlement price is unavailable, at the last sale price on the exchange; and (5) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value ("NAV") as of the close of each business day.
In connection with Rule 2a-5 of the Act, the Trustees have designated the Fund's Adviser as its valuation designee. The valuation designee has responsibility for determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Trustees. Under procedures approved by the Trustees, the Fund's Adviser, as valuation designee, has formed a Valuation Committee whose members are approved by the Trustees. The Valuation Committee provides administration and oversight of the Fund's valuation policies and procedures, which are reviewed at least annually by the Trustees. These procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value.
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. Dividend income and other distributions are recorded on the ex-dividend date. 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, realized and unrealized gain (loss) and non-class specific expenses are allocated daily based upon the proportion of net assets of each class. Class specific expenses are borne by the respective share classes and include distribution, transfer agency, co-transfer agency and sub transfer agency fees.
D. Dividends and Distributions to Shareholders — Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income, if any, are declared daily and paid monthly. Net realized capital gains, if any, are distributed at least annually.
21
Morgan Stanley Long Duration Government Opportunities Fund
Notes to Financial Statements ◼ December 31, 2023 continued
E. When-Issued/Delayed Delivery Securities — The Fund may purchase or sell when-issued and delayed delivery securities. Securities purchased on a when-issued or delayed delivery basis are purchased for delivery beyond the normal settlement date at a stated price, and no income accrues to the Fund on such securities prior to delivery date. Payment and delivery for when-issued and delayed delivery securities can take place a month or more after the date of the transaction. When the Fund enters into a purchase transaction on a when-issued or delayed delivery basis, securities are available for collateral in an amount at least equal in value to the Fund's commitments to purchase such securities. Purchasing securities on a when-issued or delayed delivery basis may involve a risk that the market price at the time of delivery may be lower than the agreed upon purchase price, in which case there could be an unrealized loss at the time of delivery. Purchasing investments on a when-issued or delayed delivery basis may be considered a form of leverage which may increase the impact that gains (losses) may have on the Fund.
F. 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 assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates.
G. Indemnifications — The Fund enters into contracts that contain a variety of indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.
2. Fair Valuation Measurements
Financial Accounting Standards Board ("FASB") ASC 820, "Fair Value Measurement" ("ASC 820"), defines fair value as the price that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. 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.)
22
Morgan Stanley Long Duration Government Opportunities Fund
Notes to Financial Statements ◼ December 31, 2023 continued
• 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.
The following is a summary of the inputs used to value the Fund's investments as of December 31, 2023:
INVESTMENT TYPE | | LEVEL 1 UNADJUSTED QUOTED PRICES | | LEVEL 2 OTHER SIGNIFICANT OBSERVABLE INPUTS | | LEVEL 3 SIGNIFICANT UNOBSERVABLE INPUTS | | TOTAL | |
Assets: | |
Fixed Income Securities | |
Agency Adjustable Rate Mortgages | | $ | — | | | $ | 562,766 | | | $ | — | | | $ | 562,766 | | |
Agency Bond — Finance (U.S. Government Guaranteed) | | | — | | | | 538,159 | | | | — | | | | 538,159 | | |
Agency Bond — Sovereign (U.S. Government Guaranteed) | | | — | | | | 497,303 | | | | — | | | | 497,303 | | |
Agency Fixed Rate Mortgages | | | — | | | | 129,049,664 | | | | — | | | | 129,049,664 | | |
Collateralized Mortgage Obligations — Agency Collateral Series | | | — | | | | 131,816,503 | | | | — | | | | 131,816,503 | | |
Commercial Mortgage-Backed Securities | | | — | | | | 2,499,381 | | | | — | | | | 2,499,381 | | |
Mortgages — Other | | | — | | | | 22,518,826 | | | | — | | | | 22,518,826 | | |
U.S. Agency Security | | | — | | | | 7,370,528 | | | | — | | | | 7,370,528 | | |
Total Fixed Income Securities | | | — | | | | 294,853,130 | | | | — | | | | 294,853,130 | | |
Short-Term Investments | |
U.S. Treasury Security | | | — | | | | 393,833 | | | | — | | | | 393,833 | | |
Investment Company | | | 9,605,050 | | | | — | | | | — | | | | 9,605,050 | | |
Total Short-Term Investments | | | 9,605,050 | | | | 393,833 | | | | — | | | | 9,998,883 | | |
Futures Contracts | | | 7,773,484 | | | | — | | | | — | | | | 7,773,484 | | |
Total Assets | | $ | 17,378,534 | | | $ | 295,246,963 | | | $ | — | | | $ | 312,625,497 | | |
Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment's valuation changes.
23
Morgan Stanley Long Duration Government Opportunities Fund
Notes to Financial Statements ◼ December 31, 2023 continued
3. Derivatives
The Fund may, but it is not required to, use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based, in part, on the value of an underlying asset, interest rate, index or financial instrument. Prevailing interest rates and volatility levels, among other things, also affect the value of derivative instruments. A derivative instrument often has risks similar to its underlying asset and may have additional risks, including imperfect correlation between the value of the derivative and the underlying asset, risks of default by the counterparty to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which the derivative instrument relates, risks that the transactions may not be liquid, risks arising from margin and payment requirements, risks arising from mispricing or valuation complexity and operational and legal risks. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund's holdings, including derivative instruments, are marked-to-market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is recognized.
Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and risk of loss. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Adviser seeks to use derivatives to further the Fund's investment objectives, there is no assurance that the use of derivatives will achieve this result.
Following is a description of the derivative instruments and techniques that the Fund used during the period and their associated risks:
Futures — A futures contract is a standardized, exchange-traded agreement to buy or sell a specific quantity of an underlying asset, reference rate or index at a specific price at a specific future time. The value of a futures contract tends to increase and decrease in tandem with the value of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement date. During the period the futures contract is open, payments are received from or made to the broker based upon changes in the value of the contract (the variation margin). A decision as to whether, when and how to use futures contracts involves the exercise of skill and judgment and even a well-conceived futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks discussed above, the prices of
24
Morgan Stanley Long Duration Government Opportunities Fund
Notes to Financial Statements ◼ December 31, 2023 continued
futures contracts can be highly volatile, using futures contracts can lower total return and the potential loss from futures contracts can exceed the Fund's initial investment in such contracts. No assurance can be given that a liquid market will exist for any particular futures contract at any particular time.
FASB ASC 815, "Derivatives and Hedging" ("ASC 815"), is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
The following table sets forth the fair value of the Fund's derivative contracts by primary risk exposure as of December 31, 2023:
PRIMARY RISK EXPOSURE | | ASSET DERIVATIVES STATEMENT OF ASSETS AND LIABILITIES LOCATION | | FAIR VALUE | | LIABILITY DERIVATIVES STATEMENT OF ASSETS AND LIABILITIES LOCATION | | FAIR VALUE | |
Interest Rate Risk | | Variation margin on open futures contracts | | $ | 7,773,484 | (a) | | Variation margin on open futures contracts | | $ | — | | |
(a) Includes cumulative appreciation (depreciation) as reported in the Portfolio of Investments. Only current day's net variation margin is reported within the Statement of Assets and Liabilities.
The following tables set forth by primary risk exposure the Fund's realized gains (losses) and change in unrealized appreciation (depreciation) by type of derivative contract for the year ended December 31, 2023 in accordance with ASC 815:
AMOUNT OF REALIZED GAIN (LOSS) ON DERIVATIVES
PRIMARY RISK EXPOSURE | | FUTURES CONTRACTS | |
Interest Rate Risk | | $ | (13,070,409 | ) | |
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES
PRIMARY RISK EXPOSURE | | FUTURES CONTRACTS | |
Interest Rate Risk | | $ | 7,945,320 | | |
For the year ended December 31, 2023, the average monthly amount outstanding for each derivative type is as follows:
Futures Contracts: | |
Average monthly notional value | | $ | 130,461,958 | | |
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Morgan Stanley Long Duration Government Opportunities Fund
Notes to Financial Statements ◼ December 31, 2023 continued
4. Advisory/Administration Agreements
Pursuant to an Investment Advisory Agreement with the Adviser, the Fund pays an advisory fee, accrued daily and paid monthly, by applying the following annual rates to the net assets of the Fund determined as of the close of each business day: 0.42% of the portion of the daily net assets not exceeding $1 billion; 0.395% of the portion of the daily net assets exceeding $1 billion but not exceeding $1.5 billion; 0.37% of the portion of the daily net assets exceeding $1.5 billion but not exceeding $2 billion; 0.345% of the portion of the daily net assets exceeding $2 billion but not exceeding $2.5 billion; 0.32% of the portion of the daily net assets exceeding $2.5 billion but not exceeding $5 billion; 0.295% of the portion of the daily net assets exceeding $5 billion but not exceeding $7.5 billion; 0.27% of the portion of the daily net assets exceeding $7.5 billion but not exceeding $10 billion; 0.245% of the portion of the daily net assets exceeding $10 billion but not exceeding $12.5 billion; and 0.22% of the portion of the daily net assets exceeding $12.5 billion. For the year ended December 31, 2023, the advisory fee rate (net of waiver/rebate) was equivalent to an annual effective rate of 0.18% of the Fund's average daily net assets.
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 0.08% 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 reduce its advisory fee, its administration fee and/or reimburse the Fund so that total annual operating expenses, excluding certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 0.85% for Class A, 1.12% for Class L, 0.52% for Class I and 1.62% for Class C shares. Effective May 31, 2023, the Adviser has agreed to reduce its advisory fee, its administration fee and/or reimburse the Fund so that total annual Fund operating expenses will not exceed 0.49% for Class I shares. The fee waivers and/or expense reimbursements will continue for at least one year from the date of the Fund's prospectus or until such time that the Trustees act to discontinue all or a portion of such waivers and/or expense reimbursements when they deem such action is appropriate. For the year ended December 31, 2023, $501,043 of advisory fees were waived and $209,280 of other expenses were reimbursed by the Adviser pursuant to this arrangement.
The Adviser agreed to reimburse the Fund for prior years overpayment of transfer agency and sub transfer agency fees. This was reflected as "reimbursement of transfer agency and sub transfer agency fees" in the Statement of Operations.
26
Morgan Stanley Long Duration Government Opportunities Fund
Notes to Financial Statements ◼ December 31, 2023 continued
5. Plan of Distribution
Shares of the Fund are distributed by Morgan Stanley Distribution, Inc. (the "Distributor"), an affiliate of the Adviser/Administrator. The Fund has adopted a Plan of Distribution (the "Plan") pursuant to Rule 12b-1 under the Act. The Plan provides that the Fund will pay the Distributor a fee which is accrued daily and paid monthly at the following annual rates: (i) Class A — up to 0.25% of the average daily net assets of Class A shares; (ii) Class L — up to 0.50% of the average daily net assets of Class L shares; and (iii) Class C — up to 1.00% of the average daily net assets of Class C shares.
In the case of Class A shares, Class L shares and Class C shares, expenses incurred pursuant to the Plan in any calendar year in excess of 0.25%, 0.50% and 1.00% of the average daily net assets of Class A shares, Class L shares and Class C shares, respectively, will not be reimbursed by the Fund through payments in any subsequent year, except that expenses representing a gross sales commission credited to Financial Intermediaries at the time of sale may be reimbursed in the subsequent calendar year. The Distributor has advised the Fund that there were no unreimbursed expenses representing a gross sales commission credited to Financial Intermediaries in the case of Class A, Class L, or Class C at December 31, 2023. For the year ended December 31, 2023, the distribution fee was accrued for Class A shares, Class L shares and Class C shares at the annual rate of 0.25%, 0.50% and 1.00%, respectively.
The Distributor has informed the Fund that for the year ended December 31, 2023, it received contingent deferred sales charges from certain redemptions of the Fund's Class A shares and Class C shares of $3,568 and $834, respectively, and received $15,606 in front-end sales charges from sales of the Fund's Class A shares. The respective shareholders pay such charges, which are not an expense of 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. Dividend Disbursing and Transfer/Co-Transfer Agent:
The Fund's dividend disbursing and transfer agent is SS&C Global Investor & Distribution Solutions, Inc. ("SS&C GIDS"). Pursuant to a Transfer Agency Agreement, the Fund pays SS&C GIDS a fee based on the number of classes, accounts and transactions relating to the Fund.
Eaton Vance Management ("EVM"), an affiliate of Morgan Stanley, provides co-transfer agency and related services to the Fund pursuant to a Co-Transfer Agency Services Agreement. For the year ended December 31, 2023, co-transfer agency fees and expenses incurred to EVM, included in "Transfer agency fees and expenses" in the Statement of Operations, amounted to $20,430.
27
Morgan Stanley Long Duration Government Opportunities Fund
Notes to Financial Statements ◼ December 31, 2023 continued
8. Shares of Beneficial Interest
Transactions in shares of beneficial interest, including direct exchanges pursuant to share class conversions for all periods presented, were as follows:
| | FOR THE YEAR ENDED DECEMBER 31, 2023 | | FOR THE YEAR ENDED DECEMBER 31, 2022 | |
| | SHARES | | AMOUNT | | SHARES | | AMOUNT | |
CLASS A SHARES | |
Sold | | | 667,729 | | | $ | 4,764,805 | | | | 1,315,356 | | | $ | 9,961,119 | | |
Reinvestment of dividends and distributions | | | 976,198 | | | | 6,782,808 | | | | 743,056 | | | | 5,663,953 | | |
Redeemed | | | (5,005,589 | ) | | | (34,894,505 | ) | | | (4,977,427 | ) | | | (38,304,716 | ) | |
Net decrease — Class A | | | (3,361,662 | ) | | | (23,346,892 | ) | | | (2,919,015 | ) | | | (22,679,644 | ) | |
CLASS L SHARES | |
Sold | | | 4 | | | | 19 | | | | 7,366 | | | | 56,369 | | |
Reinvestment of dividends and distributions | | | 18,633 | | | | 130,641 | | | | 14,479 | | | | 111,237 | | |
Redeemed | | | (114,173 | ) | | | (816,163 | ) | | | (105,631 | ) | | | (816,705 | ) | |
Net decrease — Class L | | | (95,536 | ) | | | (685,503 | ) | | | (83,786 | ) | | | (649,099 | ) | |
CLASS I SHARES | |
Sold | | | 901,371 | | | | 6,223,658 | | | | 983,081 | | | | 7,571,940 | | |
Reinvestment of dividends and distributions | | | 227,111 | | | | 1,581,075 | | | | 175,093 | | | | 1,334,167 | | |
Redeemed | | | (1,710,025 | ) | | | (12,036,762 | ) | | | (1,269,977 | ) | | | (9,699,898 | ) | |
Net decrease — Class I | | | (581,543 | ) | | | (4,232,029 | ) | | | (111,803 | ) | | | (793,791 | ) | |
CLASS C SHARES | |
Sold | | | 14,552 | | | | 108,034 | | | | 410,295 | | | | 3,178,925 | | |
Reinvestment of dividends and distributions | | | 15,528 | | | | 109,148 | | | | 11,243 | | | | 86,389 | | |
Redeemed | | | (365,599 | ) | | | (2,609,171 | ) | | | (397,117 | ) | | | (3,146,925 | ) | |
Net increase (decrease) — Class C | | | (335,519 | ) | | | (2,391,989 | ) | | | 24,421 | | | | 118,389 | | |
Net decrease in Fund | | | (4,374,260 | ) | | $ | (30,656,413 | ) | | | (3,090,183 | ) | | $ | (24,004,145 | ) | |
9. Security Transactions and Transactions with Affiliates
The cost of purchases and proceeds from sales of investment securities, excluding short-term investments, for the year ended December 31, 2023, aggregated $1,304,069,778 and $1,248,747,350, respectively. Included in the aforementioned are purchases and sales of U.S. Government securities of $1,293,014,917 and $1,166,488,231, respectively.
The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Government Portfolio (the "Liquidity Fund"), an open-end management investment company managed by the Adviser. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Fund. For the
28
Morgan Stanley Long Duration Government Opportunities Fund
Notes to Financial Statements ◼ December 31, 2023 continued
year ended December 31, 2023, advisory fees paid were reduced by $18,398 relating to the Fund's investment in the Liquidity Fund.
A summary of the Fund's transactions in shares of affiliated investments during the year ended December 31, 2023 is as follows:
AFFILIATED INVESTMENT COMPANY | | VALUE DECEMBER 31, 2022 | | PURCHASES AT COST | | PROCEEDS FROM SALES | | DIVIDEND INCOME | | REALIZED GAIN (LOSS) | | CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) | | VALUE DECEMBER 31, 2023 | |
Liquidity Fund | | $ | — | | | $ | 261,226,643 | | | $ | 251,621,593 | | | $ | 627,256 | | | $ | — | | | $ | — | | | $ | 9,605,050 | | |
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. Aggregate pension costs for the year ended December 31, 2023, included in "Trustees' fees and expenses" in the Statement of Operations amounted to $2,820. At December 31, 2023 the Fund had an accrued pension liability of $48,889, 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 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.
10. 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.
The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based on net investment income, net realized gains and net unrealized appreciation as such income and/or gains are earned. Taxes may also be based on transactions in foreign currency and are accrued based on the value of investments denominated in such currency.
29
Morgan Stanley Long Duration Government Opportunities Fund
Notes to Financial Statements ◼ December 31, 2023 continued
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, 2023 remains subject to examination by taxing authorities.
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 2023 and 2022 was as follows:
2023 DISTRIBUTIONS PAID FROM: | | 2022 DISTRIBUTIONS PAID FROM: | |
ORDINARY INCOME | | ORDINARY INCOME | |
$ | 8,870,935 | | | $ | 7,424,647 | | |
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.
Permanent differences, due to a nondeductible expense, resulted in the following reclassifications among the components of net assets at December 31, 2023:
TOTAL ACCUMULATED LOSS | | PAID-IN CAPITAL | |
$ | 493 | | | $ | (493 | ) | |
At December 31, 2023, the components of distributable earnings for the Fund on a tax basis were as follows:
UNDISTRIBUTED ORDINARY INCOME | | UNDISTRIBUTED LONG-TERM CAPITAL GAIN | |
$ | 3,016,471 | | | $ | — | | |
30
Morgan Stanley Long Duration Government Opportunities Fund
Notes to Financial Statements ◼ December 31, 2023 continued
At December 31, 2023, the Fund had available for federal income tax purposes unused short-term and long-term capital losses of approximately $14,483,523 and $28,030,322, respectively, that do not have an expiration date.
To the extent that capital loss carryforwards are used to offset any future capital gains realized, no capital gains tax liability will be incurred by the Fund for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders.
11. Market Risk and Risks Relating to Certain Financial Instruments
The Fund may invest in mortgage securities, including securities issued by the Federal National Mortgage Association ("FNMA") and Federal Home Loan Mortgage Corporation ("FHLMC"). These are fixed income securities that derive their value from or represent interests in a pool of mortgages or mortgage securities. An unexpectedly high rate of defaults on the mortgages held by a mortgage pool may adversely affect the value of a mortgage-backed security and could result in losses to the Fund. The risk of such defaults is generally higher in the case of mortgage pools that include sub-prime mortgages. Sub-prime mortgages refer to loans made to borrowers with weakened credit histories or with a lower capacity to make timely payments on their mortgages. The securities held by the Fund are not backed by sub-prime mortgages.
Additionally, securities issued by FNMA and FHLMC are not backed by or entitled to the full faith and credit of the United States; rather, they are supported by the right of the issuer to borrow from the U.S. Department of the Treasury.
The Federal Housing Finance Agency ("FHFA") serves as conservator of FNMA and FHLMC and the U.S. Department of the Treasury has agreed to provide capital as needed to ensure FNMA and FHLMC continue to provide liquidity to the housing and mortgage markets.
The value of an investment in the Fund is based on the values of the Fund's investments, which change due to economic and other events that affect markets generally, as well as those that affect particular regions, countries, industries, companies or governments. The risks associated with these developments may be magnified if certain social, political, economic and other conditions and events adversely interrupt the global economy and financial markets. Securities in the Fund's portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters and extreme weather events, health emergencies (such as epidemics and pandemics), terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, health emergencies, social and political (including geopolitical) discord and tensions or debt crises and downgrades, among others, may result in market volatility and
31
Morgan Stanley Long Duration Government Opportunities Fund
Notes to Financial Statements ◼ December 31, 2023 continued
may have long term effects on both the U.S. and global financial markets. It is difficult to predict when events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects (which may last for extended periods). These events may negatively impact broad segments of businesses and populations and have a significant and rapid negative impact on the performance of the Fund's investments, and exacerbate pre-existing risks to the Fund. The occurrence, duration and extent of these or other types of adverse economic and market conditions and uncertainty over the long term cannot be reasonably projected or estimated at this time. The ultimate impact of public health emergencies or other adverse economic or market developments and the extent to which the associated conditions impact the Fund and its investments will also depend on other future developments, which are highly uncertain, difficult to accurately predict and subject to change at any time. The financial performance of the Fund's investments (and, in turn, the Fund's investment results) as well as their liquidity may be adversely affected because of these and similar types of factors and developments, which may in turn impact valuation, the Fund's ability to sell securities and/or its ability to meet redemptions.
12. Credit Facility
The Fund and other Morgan Stanley funds participated in a $300,000,000 committed, unsecured revolving line of credit facility (the "Facility") with State Street. Effective April 17, 2023, the committed line amount increased to $500,000,000. This Facility is to be used for temporary emergency purposes or funding of shareholder redemption requests. The interest rate for any funds drawn will be based on the federal funds rate or overnight bank funding rate plus a spread. The Facility also has a commitment fee of 0.25% per annum based on the unused portion of the Facility, which is allocated among participating funds based on relative net assets. During the year ended December 31, 2023, the Fund did not have any borrowings under the Facility.
13. Other
At December 31, 2023, 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 60.0%.
14. LIBOR Discontinuance or Unavailability Risk
The Fund's investments, payment obligations and financing terms may be based on floating rates, such as the London Interbank Offered Rates (collectively, "LIBOR"), Euro Interbank Offered Rate, Secured Overnight Financing Rate ("SOFR") and other similar types of reference rates (each, a "Reference Rate"). These Reference Rates are generally intended to represent the rate at which contributing banks may
32
Morgan Stanley Long Duration Government Opportunities Fund
Notes to Financial Statements ◼ December 31, 2023 continued
obtain short-term borrowings from each other within certain financial markets. London Interbank Offered Rate ("LIBOR") was the basic rate of interest used in lending transactions between banks on the London interbank market and has been widely used as a reference for setting the interest rate on loans globally. As a result of benchmark reforms, publication of most LIBOR settings has ceased. Various financial industry groups have been planning for the transition from LIBOR and certain regulators and industry groups have taken actions to establish alternative reference rates (e.g., the SOFR, which measures the cost of overnight borrowings through repurchase agreement transactions collateralized with U.S. Treasury securities and is intended to replace U.S. dollar LIBORs with certain adjustments). These developments could negatively impact financial markets in general and present heightened risks, including with respect to the Fund's investments. As a result of the uncertainty and developments relating to the transition process, performance, price volatility, liquidity and value of the Fund and its assets may be adversely affected.
33
Morgan Stanley Long Duration Government Opportunities Fund
Financial Highlights
Selected ratios and per share data for a share of beneficial interest outstanding throughout each period:
| | FOR THE YEAR ENDED DECEMBER 31, | |
| | 2023 | | 2022 | | 2021 | | 2020 | | 2019 | |
Class A Shares | |
Selected Per Share Data: | |
Net asset value, beginning of period | | $ | 7.24 | | | $ | 8.56 | | | $ | 8.94 | | | $ | 8.68 | | | $ | 8.41 | | |
Income (loss) from investment operations: | |
Net investment income | | | 0.31 | | | | 0.20 | | | | 0.18 | | | | 0.20 | | | | 0.27 | | |
Net realized and unrealized gain (loss) | | | 0.08 | | | | (1.31 | ) | | | (0.36 | ) | | | 0.28 | | | | 0.27 | | |
Total income (loss) from investment operations | | | 0.39 | | | | (1.11 | ) | | | (0.18 | ) | | | 0.48 | | | | 0.54 | | |
Less distributions from: | |
Net investment income | | | (0.29 | ) | | | (0.21 | ) | | | (0.20 | ) | | | (0.22 | ) | | | (0.27 | ) | |
Net asset value, end of period | | $ | 7.34 | | | $ | 7.24 | | | $ | 8.56 | | | $ | 8.94 | | | $ | 8.68 | | |
Total Return(1) | | | 5.65 | %(2) | | | (13.03 | )% | | | (2.06 | )% | | | 5.55 | % | | | 6.43 | % | |
Ratios to Average Net Assets: | |
Net expenses | | | 0.50 | %(3)(4)(5) | | | 0.85 | %(4)(5) | | | 0.85 | %(4)(5) | | | 0.85 | %(4)(5) | | | 0.85 | %(4)(5)(6) | |
Net investment income | | | 4.40 | %(3)(4)(5) | | | 2.61 | %(4)(5) | | | 1.98 | %(4)(5) | | | 2.32 | %(4)(5) | | | 2.97 | %(4)(5) | |
Rebate from Morgan Stanley affiliate | | | 0.01 | % | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | | | 0.00 | %(7) | |
Supplemental Data: | |
Net assets, end of period, in thousands | | $ | 168,388 | | | $ | 190,426 | | | $ | 249,990 | | | $ | 289,964 | | | $ | 295,522 | | |
Portfolio turnover rate | | | 512 | % | | | 321 | % | | | 376 | % | | | 189 | % | | | 167 | % | |
(1) Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period.
(2) Performance was positively impacted by approximately 0.43% for Class A shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class A shares would have been 5.22%. Refer to Note 4 in the Notes to Financial Statements.
(3) If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the net expenses and net investment income ratios, would have been as follows for Class A shares:
PERIOD ENDED | | EXPENSE RATIO | | NET INVESTMENT INCOME RATIO | |
December 31, 2023 | | | 0.84 | % | | | 4.06 | % | |
(4) If the Fund had borne all of its expenses that were reimbursed and/or waived by the Adviser/Administrator, the net expense and net investment income ratios would have been as follows for Class A shares:
PERIOD ENDED | | EXPENSE RATIO | | NET INVESTMENT INCOME RATIO | |
December 31, 2023 | | | 1.17 | % | | | 3.73 | % | |
December 31, 2022 | | | 1.05 | | | | 2.41 | | |
December 31, 2021 | | | 0.98 | | | | 1.85 | | |
December 31, 2020 | | | 0.97 | | | | 2.20 | | |
December 31, 2019 | | | 0.99 | | | | 2.83 | | |
(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) Effective February 28, 2019, the Adviser has agreed to limit the ratio of expenses to average net assets to the maximum ratio of 0.85% for Class A shares. Prior to February 28, 2019, the maximum ratio was 0.87% for Class A shares.
(7) Amount is less than 0.005%.
See Notes to Financial Statements
34
Morgan Stanley Long Duration Government Opportunities Fund
Financial Highlights continued
| | FOR THE YEAR ENDED DECEMBER 31, | |
| | 2023 | | 2022 | | 2021 | | 2020 | | 2019 | |
Class L Shares | |
Selected Per Share Data: | |
Net asset value, beginning of period | | $ | 7.30 | | | $ | 8.63 | | | $ | 9.01 | | | $ | 8.75 | | | $ | 8.48 | | |
Income (loss) from investment operations: | |
Net investment income | | | 0.29 | | | | 0.18 | | | | 0.16 | | | | 0.18 | | | | 0.24 | | |
Net realized and unrealized gain (loss) | | | 0.08 | | | | (1.32 | ) | | | (0.37 | ) | | | 0.27 | | | | 0.27 | | |
Total income (loss) from investment operations | | | 0.37 | | | | (1.14 | ) | | | (0.21 | ) | | | 0.45 | | | | 0.51 | | |
Less distributions from: | |
Net investment income | | | (0.27 | ) | | | (0.19 | ) | | | (0.17 | ) | | | (0.19 | ) | | | (0.24 | ) | |
Net asset value, end of period | | $ | 7.40 | | | $ | 7.30 | | | $ | 8.63 | | | $ | 9.01 | | | $ | 8.75 | | |
Total Return(1) | | | 5.32 | %(2) | | | (13.28 | )% | | | (2.32 | )% | | | 5.21 | % | | | 6.09 | % | |
Ratios to Average Net Assets: | |
Net expenses | | | 0.78 | %(3)(4)(5) | | | 1.12 | %(4)(5) | | | 1.12 | %(4)(5) | | | 1.12 | %(4)(5) | | | 1.12 | %(4)(5) | |
Net investment income | | | 4.11 | %(3)(4)(5) | | | 2.31 | %(4)(5) | | | 1.69 | %(4)(5) | | | 2.02 | %(4)(5) | | | 2.73 | %(4)(5) | |
Rebate from Morgan Stanley affiliate | | | 0.01 | % | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Supplemental Data: | |
Net assets, end of period, in thousands | | $ | 3,353 | | | $ | 4,004 | | | $ | 5,454 | | | $ | 6,259 | | | $ | 6,668 | | |
Portfolio turnover rate | | | 512 | % | | | 321 | % | | | 376 | % | | | 189 | % | | | 167 | % | |
(1) Calculated based on the net asset value as of the last business day of the period.
(2) Performance was positively impacted by approximately 0.42% for Class L shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class L shares would have been 4.90%. Refer to Note 4 in the Notes to Financial Statements.
(3) If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the net expenses and net investment income ratios, would have been as follows for Class L shares:
PERIOD ENDED | | EXPENSE RATIO | | NET INVESTMENT INCOME RATIO | |
December 31, 2023 | | | 1.11 | % | | | 3.78 | % | |
(4) If the Fund had borne all of its expenses that were reimbursed and/or waived by the Adviser/Administrator, the net expense and net investment income ratios would have been as follows for Class L shares:
PERIOD ENDED | | EXPENSE RATIO | | NET INVESTMENT INCOME RATIO | |
December 31, 2023 | | | 1.46 | % | | | 3.43 | % | |
December 31, 2022 | | | 1.33 | | | | 2.10 | | |
December 31, 2021 | | | 1.25 | | | | 1.56 | | |
December 31, 2020 | | | 1.24 | | | | 1.90 | | |
December 31, 2019 | | | 1.25 | | | | 2.60 | | |
(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) Amount is less than 0.005%.
See Notes to Financial Statements
35
Morgan Stanley Long Duration Government Opportunities Fund
Financial Highlights continued
| | FOR THE YEAR ENDED DECEMBER 31, | |
| | 2023 | | 2022 | | 2021 | | 2020 | | 2019 | |
Class I Shares | |
Selected Per Share Data: | |
Net asset value, beginning of period | | $ | 7.25 | | | $ | 8.56 | | | $ | 8.94 | | | $ | 8.69 | | | $ | 8.41 | | |
Income (loss) from investment operations: | |
Net investment income | | | 0.33 | | | | 0.23 | | | | 0.21 | | | | 0.23 | | | | 0.29 | | |
Net realized and unrealized gain (loss) | | | 0.08 | | | | (1.30 | ) | | | (0.36 | ) | | | 0.27 | | | | 0.28 | | |
Total income (loss) from investment operations | | | 0.41 | | | | (1.07 | ) | | | (0.15 | ) | | | 0.50 | | | | 0.57 | | |
Less distributions from: | |
Net investment income | | | (0.31 | ) | | | (0.24 | ) | | | (0.23 | ) | | | (0.25 | ) | | | (0.29 | ) | |
Net asset value, end of period | | $ | 7.35 | | | $ | 7.25 | | | $ | 8.56 | | | $ | 8.94 | | | $ | 8.69 | | |
Total Return(1) | | | 6.02 | %(2) | | | (12.63 | )% | | | (1.74 | )% | | | 5.77 | % | | | 6.90 | % | |
Ratios to Average Net Assets: | |
Net expenses | | | 0.15 | %(3)(4)(5) | | | 0.52 | %(4)(5) | | | 0.52 | %(4)(5) | | | 0.52 | %(4)(5) | | | 0.52 | %(4)(5) | |
Net investment income | | | 4.74 | %(3)(4)(5) | | | 2.95 | %(4)(5) | | | 2.33 | %(4)(5) | | | 2.61 | %(4)(5) | | | 3.35 | %(4)(5) | |
Rebate from Morgan Stanley affiliate | | | 0.01 | % | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Supplemental Data: | |
Net assets, end of period, in thousands | | $ | 36,733 | | | $ | 40,444 | | | $ | 48,749 | | | $ | 91,971 | | | $ | 65,594 | | |
Portfolio turnover rate | | | 512 | % | | | 321 | % | | | 376 | % | | | 189 | % | | | 167 | % | |
(1) Calculated based on the net asset value as of the last business day of the period.
(2) Performance was positively impacted by approximately 0.29% for Class I shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class I shares would have been 5.73%. Refer to Note 4 in the Notes to Financial Statements.
(3) If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the net expenses and net investment income ratios, would have been as follows for Class I shares:
PERIOD ENDED | | EXPENSE RATIO | | NET INVESTMENT INCOME RATIO | |
December 31, 2023 | | | 0.49 | % | | | 4.40 | % | |
(4) If the Fund had borne all of its expenses that were reimbursed and/or waived by the Adviser/Administrator, the net expense and net investment income ratios would have been as follows for Class I shares:
PERIOD ENDED | | EXPENSE RATIO | | NET INVESTMENT INCOME RATIO | |
December 31, 2023 | | | 0.91 | % | | | 3.98 | % | |
December 31, 2022 | | | 0.80 | | | | 2.67 | | |
December 31, 2021 | | | 0.72 | | | | 2.13 | | |
December 31, 2020 | | | 0.73 | | | | 2.40 | | |
December 31, 2019 | | | 0.74 | | | | 3.13 | | |
(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) Amount is less than 0.005%.
See Notes to Financial Statements
36
Morgan Stanley Long Duration Government Opportunities Fund
Financial Highlights continued
| | FOR THE YEAR ENDED DECEMBER 31, | |
| | 2023 | | 2022 | | 2021 | | 2020 | | 2019 | |
Class C Shares | |
Selected Per Share Data: | |
Net asset value, beginning of period | | $ | 7.30 | | | $ | 8.63 | | | $ | 9.01 | | | $ | 8.75 | | | $ | 8.48 | | |
Income (loss) from investment operations: | |
Net investment income | | | 0.25 | | | | 0.14 | | | | 0.12 | | | | 0.13 | | | | 0.20 | | |
Net realized and unrealized gain (loss) | | | 0.08 | | | | (1.32 | ) | | | (0.37 | ) | | | 0.28 | | | | 0.27 | | |
Total income (loss) from investment operations | | | 0.33 | | | | (1.18 | ) | | | (0.25 | ) | | | 0.41 | | | | 0.47 | | |
Less distributions from: | |
Net investment income | | | (0.23 | ) | | | (0.15 | ) | | | (0.13 | ) | | | (0.15 | ) | | | (0.20 | ) | |
Net asset value, end of period | | $ | 7.40 | | | $ | 7.30 | | | $ | 8.63 | | | $ | 9.01 | | | $ | 8.75 | | |
Total Return(1) | | | 4.79 | %(2) | | | (13.72 | )% | | | (2.81 | )% | | | 4.69 | % | | | 5.56 | % | |
Ratios to Average Net Assets: | |
Net expenses | | | 1.35 | %(3)(4)(5) | | | 1.62 | %(4)(5) | | | 1.62 | %(4)(5) | | | 1.62 | %(4)(5) | | | 1.62 | %(4)(5) | |
Net investment income | | | 3.55 | %(3)(4)(5) | | | 1.79 | %(4)(5) | | | 1.21 | %(4)(5) | | | 1.40 | %(4)(5) | | | 2.23 | %(4)(5) | |
Rebate from Morgan Stanley affiliate | | | 0.01 | % | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | | | 0.00 | %(6) | |
Supplemental Data: | |
Net assets, end of period, in thousands | | $ | 2,478 | | | $ | 4,893 | | | $ | 5,571 | | | $ | 10,397 | | | $ | 2,163 | | |
Portfolio turnover rate | | | 512 | % | | | 321 | % | | | 376 | % | | | 189 | % | | | 167 | % | |
(1) Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period.
(2) Performance was positively impacted by approximately 0.42% for Class C shares due to the reimbursement of transfer agency and sub transfer agency fees from prior years. Had this reimbursement not occurred, the total return for Class C shares would have been 4.37%. Refer to Note 4 in the Notes to Financial Statements.
(3) If the Fund had not received the reimbursement of transfer agency and sub transfer agency fees from the Adviser, the net expenses and net investment income ratios, would have been as follows for Class C shares:
PERIOD ENDED | | EXPENSE RATIO | | NET INVESTMENT INCOME RATIO | |
December 31, 2023 | | | 1.61 | % | | | 3.29 | % | |
(4) If the Fund had borne all of its expenses that were reimbursed and/or waived by the Adviser/Administrator, the net expense and net investment income ratios would have been as follows for Class C shares:
PERIOD ENDED | | EXPENSE RATIO | | NET INVESTMENT INCOME RATIO | |
December 31, 2023 | | | 1.90 | % | | | 3.00 | % | |
December 31, 2022 | | | 1.79 | | | | 1.62 | | |
December 31, 2021 | | | 1.73 | | | | 1.10 | | |
December 31, 2020 | | | 1.72 | | | | 1.30 | | |
December 31, 2019 | | | 1.85 | | | | 2.00 | | |
(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) Amount is less than 0.005%.
See Notes to Financial Statements
37
Morgan Stanley Long Duration Government Opportunities Fund
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Trustees of
Morgan Stanley Long Duration Government Opportunities Fund
(Formerly Morgan Stanley U.S. Government Securities Trust)
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Morgan Stanley Long Duration Government Opportunities Fund (Formerly Morgan Stanley U.S. Government Securities Trust) (the "Fund"), including the portfolio of investments, as of December 31, 2023, 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 the Fund at December 31, 2023, 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 laws 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, 2023, by correspondence with the custodian, brokers and others; when replies were not received from brokers and others, we performed other auditing procedures. 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 29, 2024
38
Morgan Stanley Long Duration Government Opportunities Fund
Liquidity Risk Management Program (unaudited)
In compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended (the "Liquidity Rule"), the Fund has adopted and implemented a liquidity risk management program (the "Program"), which is reasonably designed to assess and manage the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors' interests in the Fund (i.e., liquidity risk). The Fund's Board of Trustees (the "Board") previously approved the designation of the Liquidity Risk Subcommittee (the "LRS") as Program administrator. The LRS is comprised of representatives from various divisions within Morgan Stanley Investment Management.
At a meeting held on March 1-2, 2023, the Board reviewed a written report prepared by the LRS that addressed the Program's operation and assessed its adequacy, and effectiveness of implementation for the period from January 1, 2022, through December 31, 2022, as required under the Liquidity Rule. The report concluded that the Program operated effectively and was adequately and effectively implemented in all material aspects, and that the relevant controls and safeguards were appropriately designed to enable the LRS to administer the Program in compliance with the Liquidity Rule.
In accordance with the Program, the LRS assessed each Fund's liquidity risk no less frequently than annually taking into consideration certain factors, as applicable, such as (i) investment strategy and liquidity of portfolio investments, (ii) short-term and long-term cash flow projections and (iii) holdings of cash and cash equivalents and borrowing arrangements and other funding sources. Certain factors are considered under both normal and reasonably foreseeable stressed conditions.
Each Fund portfolio investment is classified into one of four liquidity categories, which classification is assessed at least monthly by the LRS. The classification is based on a determination of the number of days it is reasonably expected to take to convert the investment into cash, or sell or dispose of the investment, in current market conditions without significantly changing the market value of the investment. Liquidity classification determinations take into account various market, trading and investment-specific considerations, as well as market depth, and in some cases utilize third-party vendor data.
The Liquidity Rule limits a fund's investments in illiquid investments to 15% of its net assets and requires funds that do not primarily hold assets that are highly liquid investments to determine and maintain a minimum percentage of the fund's net assets to be invested in highly liquid investments (highly liquid investment minimum or "HLIM"). The LRS believes that the Program includes provisions reasonably designed to review, monitor and comply with the 15% limit on illiquid investments and for determining, periodically reviewing and complying with the HLIM requirement, as applicable.
There can be no assurance that the Program will achieve its objectives under all circumstances in the future. Please refer to the Fund's prospectus for more information regarding the Fund's exposure to liquidity risk and other risks to which it may be subject.
39
Morgan Stanley Long Duration Government Opportunities Fund
Important Notices (unaudited)
Reporting to Shareholders
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 and annual reports are filed electronically with the Securities and Exchange Commission ("SEC") on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley makes these reports available on its public website, www.morganstanley.com/im. 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 holding for each money market fund on Form N-MFP. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, 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, however, obtain Form N-PORT filings (as well as the Form N-CSR, N-CSRS and N-MFP filings) by accessing the SEC's website, www.sec.gov. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's email address (publicinfo@sec.gov).
Proxy Voting Policies and Procedures and Proxy Voting Record
You may obtain a copy of the Fund's Proxy Voting Policy and Procedures, without charge, upon request, by calling toll free 1 (800) 869-6397 or by visiting our website at www.morganstanley.com/im. This information is also available on the SEC's website at www.sec.gov.
You may obtain information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 without charge by visiting our website at www.morganstanley.com/im. This information is also available on the SEC's website at www.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 1 (800) 869-6397, 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.
40
Morgan Stanley Long Duration Government Opportunities Fund
Important Notices (unaudited) continued
Tailored Shareholder Reports
Effective January 24, 2023, the SEC adopted rule and form amendments to require open-end mutual funds and ETFs to transmit concise and visually engaging streamlined annual and semi-annual reports to shareholders that highlight key information. Other information, including financial statements, will no longer appear in a streamlined shareholder report but must be available online, delivered free of charge upon request, and filed on a semi-annual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. At this time, management is evaluating the impact of these amendments on the shareholder reports for the Morgan Stanley Funds.
41
Morgan Stanley Long Duration Government Opportunities Fund
U.S. Customer Privacy Notice (unaudited) April 2021
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: ◼ Social Security number and income ◼ investment experience and risk tolerance ◼ 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 investment management affiliates' everyday business purposes — information about your transactions, experiences, and creditworthiness | | Yes | | Yes | |
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 | |
42
Morgan Stanley Long Duration Government Opportunities Fund
U.S. Customer Privacy Notice (unaudited) continued April 2021
Reasons we can share your personal information | | Does MSIM share? | | Can you limit this sharing? | |
For our investment management affiliates to market to you | | Yes | | Yes | |
For our affiliates to market to you | | No | | We don't share | |
For non-affiliates to market to you | | No | | We don't share | |
To limit our sharing | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing. | |
Questions? | | Call toll-free (844) 312-6327 or email: imprivacyinquiries@morganstanley.com | |
Who we are
Who is providing this notice? | | Morgan Stanley Investment Management Inc. and its investment management affiliates ("MSIM") (see Investment Management Affiliates definition below) | |
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 ◼ open an account or make deposits or withdrawals from your account ◼ buy securities from us or make a wire transfer ◼ give us your contact information We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
43
Morgan Stanley Long Duration Government Opportunities Fund
U.S. Customer Privacy Notice (unaudited) continued April 2021
What we do
Why can't I limit all sharing? | | Federal law gives you the right to limit only ◼ sharing for affiliates' everyday business purposes — information about your creditworthiness ◼ affiliates from using your information to market to you ◼ 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. | |
Definitions
Investment Management Affiliates | | MSIM Investment Management Affiliates include registered investment advisers, registered broker-dealers, and registered and unregistered funds in the Investment Management Division. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. | |
Affiliates | | Companies related by common ownership or control. They can be financial and non-financial companies. ◼ 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. ◼ 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. ◼ 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.
44
Morgan Stanley Long Duration Government Opportunities Fund
Trustees and Officers 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 During Past 5 Years*** | |
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 Mèrite by the French Government; elected to the National Academy of Engineering (2009). | | | 87 | | | 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 former member of the CNA Military Advisory Board; Chairman of the Board of Trustees of Fairhaven United Methodist Church; Member of the Board of Advisors of the Dolphin Scholarship Foundation; Director of other various nonprofit organizations; formerly, Director of BP, plc (November 2010-May 2019). | |
45
Morgan Stanley Long Duration Government Opportunities Fund
Trustees and Officers 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 During Past 5 Years*** | |
Frances L. Cashman c/o Perkins Coie LLP Counsel to the Independent Trustees 1155 Avenue of the Americas 22nd Floor New York, NY 10036 Birth Year: 1961 | | Trustee | | Since February 2022 | | Chief Executive Officer, Asset Management Portfolio, Delinian Ltd. (financial information) (May 2021-Present); Executive Vice President and various other roles, Legg Mason & Co. (asset management) (2010-2020); Managing Director, Stifel Nicolaus (2005-2010). | | | 88 | | | Formerly, Trustee and Investment Committee Member, GeorgiaTech Foundation (since June 2019); Trustee and Chair of Marketing Committee, and Member of Investment Committee, Loyola Blakefield (2017-2023); Trustee, MMI Gateway Foundation (2017-2023); Director and Investment Committee Member, Catholic Community Foundation Board (2012-2018); Director and Investment Committee Member, St. Ignatius Loyola Academy (2011-2017). | |
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 (since 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); Senior Vice President, Chase Bank (1984-1993). | | | 87 | | | Board Member, University of Albany Foundation (2012-present); Board Member, Mutual Funds Directors Forum (2014-present); Director of various non-profit organizations. | |
46
Morgan Stanley Long Duration Government Opportunities Fund
Trustees and Officers 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 During Past 5 Years*** | |
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). | | | 88 | | | 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). | |
Eddie A. Grier 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 February 2022 | | Dean, Santa Clara University Leavey School of Business (since July 2021); Dean, Virginia Commonwealth University School of Business (2010-2021); President and various other roles, Walt Disney Company (entertainment and media) (1981-2010). | | | 88 | | | Director, Witt/Keiffer, Inc. (executive search) (since 2016); Director, NuStar GP, LLC (energy) (since August 2021); Director, Sonida Senior Living, Inc. (residential community operator) (2016-2021); Director, NVR, Inc. (homebuilding) (2013-2020); Director, Middleburg Trust Company (wealth management) (2014-2019); Director, Colonial Williamsburg Company (2012-2021); Regent, University of Massachusetts Global (since 2021); Director and Chair, ChildFund International (2012-2021); Trustee, Brandman University (2010-2021); Director, Richmond Forum (2012-2019). | |
47
Morgan Stanley Long Duration Government Opportunities Fund
Trustees and Officers 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 During Past 5 Years*** | |
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 | | Chairperson of the Audit Committee (since January 2023) and Director or Trustee of various Morgan Stanley Funds (since January 2015); Chairman, Opus Capital Group (since 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). | | | 88 | | | Director, Vertiv Holdings Co. (VRT) (since August 2022); Director of Cincinnati Bell Inc. and Member, Audit Committee and Chairman, Governance and Nominating Committee (2008-2021); Director of Service Corporation International and Member, Audit Committee and Investment Committee; Director, Barnes Group Inc. (since July 2021); Member of Chase College of Law Center for Law and Entrepreneurship Board of Advisors; Director of Best Transport (2005-2019); Director of Chase College of Law Board of Visitors; formerly, Member, University of Cincinnati Foundation Investment Committee. | |
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 (since 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. | | | 87 | | | Director of NVR, Inc. (home construction). | |
48
Morgan Stanley Long Duration Government Opportunities Fund
Trustees and Officers 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 During Past 5 Years*** | |
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 (Retired December 31, 2023) | | Senior Adviser, Kearns & Associates LLC (investment consulting); Chairperson of the Audit Committee (2006-2022) and Director or Trustee of various Morgan Stanley Funds (since August 1994); formerly, Deputy Chairperson of the Audit Committee (July 2003-September 2006); CFO of the J. Paul Getty Trust (1982-1999). | | | 88 | | | Director, Rubicon Investments (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). | | | 87 | | | Director of certain investment funds managed or sponsored by Aetos Alternatives Management, LP; Director of Sanitized AG and Sanitized Marketing AG (specialty chemicals). | |
49
Morgan Stanley Long Duration Government Opportunities Fund
Trustees and Officers 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 During Past 5 Years*** | |
Patricia A. 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). | | | 88 | | | Formerly, Trustee (January 2022 to March 2023), Treasurer (January 2023 to March 2023), and Finance Committee (January 2022 to March 2023). | |
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 Board 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). | | | 87 | | | 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, 2023) 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 Trustees at any time during the past five years.
50
Morgan Stanley Long Duration Government Opportunities Fund
Trustees and Officers 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 1585 Broadway 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. | |
Deidre A. Downes 1633 Broadway New York, NY 10019 Birth Year: 1977 | | Chief Compliance Officer | | Since November 2021 | | Executive Director of the Adviser (since January 2021) and Chief Compliance Officer of various Morgan Stanley Funds (since November 2021). Formerly, Vice President and Corporate Counsel at PGIM and Prudential Financial (October 2016-December 2020). | |
Francis J. Smith 750 Seventh Avenue New York, NY 10019 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 and various entities affiliated with the Adviser; Secretary of various Morgan Stanley Funds (since June 1999). | |
Michael J. Key 1585 Broadway 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); Managing Director of the Adviser; Head of Product Development for Equity and Fixed Income Funds (since August 2013). | |
The Fund's statement of additional information includes further information about the Fund's Trustees and Officers, and is available without charge by visiting www.morganstanley.com/im or upon request by calling 1 (800) 869-6397.
* This is the earliest date the officer began serving the Morgan Stanley Funds. Each officer serves an indefinite term, until his or her successor is elected.
51
Adviser and Administrator
Morgan Stanley Investment Management Inc.
1585 Broadway
New York, New York 10036
Distributor
Morgan Stanley Distribution, Inc.
1585 Broadway
New York, New York 10036
Dividend Disbursing and Transfer Agent
SS&C Global Investor & Distribution Solutions, Inc.
P.O. Box 219804
Kansas City, Missouri 64121-9804
Co-Transfer Agent
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
Custodian
State Street Bank and Trust Company
One Congress Street
Boston, Massachusetts 02114
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
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
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 1 (800) 869-6397.
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.
© 2024 Morgan Stanley
MSLDGOANN
6338678 EXP 02.28.25
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 Jakki L. Haussler, 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:
2023
| | Registrant | | | Covered Entities(1) | |
Audit Fees | | $ | 67,514 | | | | N/A | |
Non-Audit Fees | | | | | | | | |
Audit-Related Fees | | $ | — | (2) | | $ | — | (2) |
Tax Fees | | $ | — | (3) | | $ | — | (4) |
All Other Fees | | $ | — | | | $ | 1,627,962 | (5) |
Total Non-Audit Fees | | $ | — | | | $ | 1,627,962 | |
Total | | $ | 67,514 | | | $ | 1,627,962 | |
2022
| | Registrant | | | Covered Entities(1) | |
Audit Fees | | $ | 67,514 | | | | N/A | |
Non-Audit Fees | | | | | | | | |
Audit-Related Fees | | $ | — | (2) | | $ | — | (2) |
Tax Fees | | $ | — | (3) | | $ | — | (4) |
All Other Fees | | $ | — | | | $ | 5,778,872 | (5) |
Total Non-Audit Fees | | $ | — | | | $ | 5,778,872 | |
Total | | $ | 67,514 | | | $ | 5,778,872 | |
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) | The fees included under “All Other Fees” are for services provided by Ernst & Young LLP related to surprise examinations for certain investment accounts to satisfy SEC Custody Rules and consulting services related to merger integration for sister entity to the Adviser. |
(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.
2. Delegation
As provided in the Act and the SEC’s rules, the Audit Committee may delegate either type of pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.
3. Audit Services
The annual Audit services engagement terms and fees are subject to the specific pre-approval of the Audit Committee. Audit services include the annual financial statement audit and other procedures required to be performed by the Independent Auditors to be able to form an opinion on the Fund’s financial statements. These other procedures include information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control, and consultations relating to the audit. The Audit Committee will approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, Fund structure or other items.
In addition to the annual Audit services engagement approved by the Audit Committee, the Audit Committee may grant general pre-approval to other Audit services, which are those services that only the Independent Auditors reasonably can provide. Other Audit services may include statutory audits and services associated with SEC registration statements (on Forms N-1A, N-2, N-3, N-4, etc.), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings.
The Audit Committee has pre-approved the Audit services in Appendix 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).
4. Audit-related Services
Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s financial statements and, to the extent they are Covered Services, the Covered Entities or that are traditionally performed by the Independent Auditors. Because the Audit Committee believes that the provision of Audit-related services does not impair the independence of the auditor and is consistent with the SEC’s rules on auditor independence, the Audit Committee may grant general pre-approval to Audit-related services. Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as “Audit services”; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements under Forms N-CEN and/or N-CSR.
The Audit Committee has pre-approved the Audit-related services in Appendix 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).
5. Tax Services
The Audit Committee believes that the Independent Auditors can provide Tax services to the Fund and, to the extent they are Covered Services, the Covered Entities, such as tax compliance, tax planning and tax advice without impairing the auditor’s independence, and the SEC has stated that the Independent Auditors may provide such services.
Pursuant to the preceding paragraph, the Audit Committee has pre-approved the Tax Services in Appendix 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).
6. All Other Services
The Audit Committee believes, based on the SEC’s rules prohibiting the Independent Auditors from providing specific non-audit services, that other types of non-audit services are permitted. Accordingly, the Audit Committee believes it may grant general pre-approval to those permissible non-audit services classified as All Other services that it believes are routine and recurring services, would not impair the independence of the auditor and are consistent with the SEC’s rules on auditor independence.
The Audit Committee has pre-approved the All Other services in Appendix 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.
8. Procedures
All requests or applications for services to be provided by the Independent Auditors that do not require specific approval by the Audit Committee will be submitted to the Fund’s Principal Financial and Accounting Officer and must include a detailed description of the services to be rendered. The Fund’s Principal Financial and Accounting Officer will determine whether such services are included within the list of services that have received the general pre-approval of the Audit Committee. The Audit Committee will be informed on a timely basis of any such services rendered by the Independent Auditors. Requests or applications to provide services that require specific approval by the Audit Committee or Chairperson of the Audit Committee will be submitted to the Audit Committee by the Fund’s Principal Financial and Accounting Officer, who, after consultation with the Independent Auditors, will discuss whether the request or application is consistent with the SEC’s rules on auditor independence.
The Audit Committee has designated the Fund’s Principal Financial and Accounting Officer to monitor the performance of all services provided by the Independent Auditors and to determine whether such services are in compliance with this Policy. The Fund’s Principal Financial and Accounting Officer will report to the Audit Committee on a periodic basis on the results of its monitoring. Both the Fund’s Principal Financial and Accounting Officer and management will immediately report to the Chairperson of the Audit Committee any breach of this Policy that comes to the attention of the Fund’s Principal Financial and Accounting Officer or any member of management.
9. Additional Requirements
The Audit Committee has determined to take additional measures on an annual basis to meet its responsibility to oversee the work of the Independent Auditors and to assure the auditor’s independence from the Fund, such as reviewing a formal written statement from the Independent Auditors delineating all relationships between the Independent Auditors and the Fund, consistent with the PCAOB’s Ethics and Independence Rule 3526, and discussing with the Independent Auditors its methods and procedures for ensuring independence.
10. Covered Entities
Covered Entities include the Fund’s investment adviser(s) and any entity controlling, controlled by or under common control with the Fund’s investment adviser(s) that provides ongoing services to the Fund(s). Beginning with non-audit service contracts entered into on or after May 6, 2003, the Fund’s audit committee must pre-approve non-audit services provided not only to the Fund but also to the Covered Entities if the engagements relate directly to the operations and financial reporting of the Fund. This list of Covered Entities would include:
Morgan Stanley Funds
Morgan Stanley & Co. LLC
Morgan Stanley Investment Management Inc.
Morgan Stanley Investment Management Limited
Morgan Stanley Investment Management Private Limited
Morgan Stanley Asset & Investment Trust Management Co., Limited
Morgan Stanley Investment Management Company
Morgan Stanley Services Company, Inc.
Morgan Stanley Distribution, Inc.
Morgan Stanley AIP GP LP
Morgan Stanley Alternative Investment Partners LP
Morgan Stanley Smith Barney LLC
Morgan Stanley Capital Management LLC
Morgan Stanley Asia Limited
Morgan Stanley Services Group
(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 | $450,000 PwC | N/A |
Identification of Passive Foreign Investment Companies | $175,000 PwC | * |
PwC ITV Tool – assist in determining which Fund holdings have 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 | * |
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 2023/2024 annual fees for audit and tax services.
** 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
● Actuarial services
● Internal audit outsourcing services
● Management functions
● Human resources
● Broker-dealer, investment adviser or investment banking services
● Legal services
● Expert services unrelated to the audit
(i) Not Applicable.
(j) Not Applicable.
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, Nancy C. Everett, Eddie A. Grier and Jakki L. Haussler.
(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 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
(a) The Code of Ethics for Principal Executive and Senior Financial Officers.
(b) A separate certification for each principal executive officer and principal financial officer of the registrant as part of EX-99.CERT.
(c) Section 906 Certification
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 Long Duration Government Opportunities Fund
/s/ John H. Gernon | |
John H. Gernon | |
Principal Executive Officer | |
February 20, 2024 | |
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 20, 2024 | |
| |
/s/ Francis J. Smith | |
Francis J. Smith | |
Principal Financial Officer | |
February 20, 2024 | |