Morgan Stanley Institutional Fund DEF 14ADefinitive proxy

MORGAN STANLEY EUROPE OPPORTUNITY
FUND, INC.
MORGAN STANLEY GLOBAL FIXED INCOME OPPORTUNITIES FUND
MORGAN STANLEY INSIGHT FUND
MORGAN STANLEY INSTITUTIONAL FUND, INC.
MORGAN STANLEY INSTITUTIONAL FUND TRUST
MORGAN STANLEY MORTGAGE SECURITIES TRUST
MORGAN STANLEY U.S. GOVERNMENT
SECURITIES TRUST

c/o Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, NY 10036

NOTICE OF A JOINT MEETING OF SHAREHOLDERS

To Our Shareholders:

Notice is hereby given that a Joint Meeting of Shareholders (the "Meeting") of each portfolio (each, a "Portfolio" and, collectively, the "Portfolios") of Morgan Stanley Europe Opportunity Fund, Inc., Morgan Stanley Global Fixed Income Opportunities Fund, Morgan Stanley Insight Fund, Morgan Stanley Institutional Fund, Inc., Morgan Stanley Institutional Fund Trust, Morgan Stanley Mortgage Securities Trust, and Morgan Stanley U.S. Government Securities Trust (each, a "Fund" and, collectively, the "Funds") will be held on February 25, 2022 at 9:00 a.m., Eastern time, and any adjournments or postponements thereof.

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

The Meeting is being held for the following purposes:

1.  To elect five (5) Directors/Trustees of the Funds; and

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

Only shareholders of record of a particular Portfolio as of the close of business on December 27, 2021, the record date for the Meeting, are entitled to notice of, and to vote at, the Meeting and any adjournments or postponements thereof.

Attending the Meeting by Teleconference as a Shareholder of Record

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

Registering to Attend the Meeting by Teleconference as a Beneficial Owner

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Meeting. To register you must submit proof of your proxy power (legal proxy) reflecting your Portfolio holdings along with your name and email address to Computershare. You may forward an email from your intermediary or attach an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration for the Meeting must be received no later than 5:00 p.m., Eastern Time, on February 22, 2022. You will receive a confirmation email from Computershare of your registration that will include information on how to participate in the Meeting and a control number that will allow you to vote during the Meeting.

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

By Order of the Directors/Trustees of each Fund,

MARY E. MULLIN
Secretary

Dated: January 7, 2022

You can help avoid the necessity and expense of sending follow-up letters to ensure a quorum by promptly returning the enclosed Proxy Card(s) or voting telephonically or on the Internet. If you are unable to attend the Meeting, please fill in, sign and return the enclosed Proxy Card(s) in order that the necessary quorum may be represented at the Meeting. The enclosed envelope requires no postage if mailed in the United States. Certain shareholders will be able to vote telephonically by touchtone telephone or electronically on the Internet by following instructions contained on their Proxy Card(s).

IMPORTANT NOTICE

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

QUESTIONS AND ANSWERS

Why am I receiving these proxy materials?

You are receiving these proxy materials, which includes the Notice of Joint Meeting of Shareholders ("Notice"), the Joint Proxy Statement and your Proxy Card(s), because you have the right to notice of, and to vote at, a Joint Meeting of Shareholders (the "Meeting") of each portfolio (each, a "Portfolio" and, collectively, the "Portfolios") of Morgan Stanley Europe Opportunity Fund, Inc., Morgan Stanley Global Fixed Income Opportunities Fund, Morgan Stanley Insight Fund, Morgan Stanley Institutional Fund, Inc., Morgan Stanley Institutional Fund Trust, Morgan Stanley Mortgage Securities Trust, and Morgan Stanley U.S. Government Securities Trust (each, a "Fund" and, collectively, the "Funds") that will be held on Friday, February 25, 2022. These proxy materials describe the Proposal (as defined below), which shareholders of the Portfolios will be asked to vote on at the Meeting, and provide instructions to shareholders on how to vote their shares at the Meeting.

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

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

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

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

By law, a vacancy on a Fund's Board may be filled by the appointment of a Director without a shareholder vote only if, immediately after such

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

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

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

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

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

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

have gained significant institutional knowledge about the Funds since their appointment to the Boards.

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

How does the Board suggest I vote?

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

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

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

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

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

How do I vote my shares?

You can vote in any of the following ways:

•  Through the Internet by logging on to the website indicated on your Proxy Card(s);

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

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

•  By attending the Meeting by teleconference (please note, however, that if you plan to attend the Meeting by teleconference, you must send an email to shareholdermeetings@computershare.com by

5:00 p.m., Eastern Time, on February 22, 2022 in order to receive a toll-free phone number, participant code and instructions on how to submit a vote during the Meeting).

You are encouraged to follow the instructions on your Proxy Card(s) to vote your shares through the Internet or by telephone. Using these methods is quick and easy. No matter what method you choose, however, please carefully read the accompanying Joint Proxy Statement before you vote.

What is the deadline for submitting my vote?

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

Who should I call if I have questions?

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

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

c/o Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, NY 10036

JOINT PROXY STATEMENT

JOINT MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 25, 2022

This Joint Proxy Statement is being furnished in connection with the solicitation of proxies (separately referred to as a "Proxy" and collectively referred to as "Proxies") by the Board of Directors/Trustees of each of Morgan Stanley Europe Opportunity Fund, Inc., Morgan Stanley Global Fixed Income Opportunities Fund, Morgan Stanley Insight Fund, Morgan Stanley Institutional Fund, Inc., Morgan Stanley Institutional Fund Trust, Morgan Stanley Mortgage Securities Trust, and Morgan Stanley U.S. Government Securities Trust (each, a "Fund" and, collectively, the "Funds"). The Proxies are being solicited for use at a Joint Meeting of Shareholders (the "Meeting") of the portfolios listed above (each, a "Portfolio" and, collectively, the "Portfolios") that will be held on February 25, 2022 at 9:00 a.m., Eastern Time, and any adjournments or postponements thereof.

The Meeting will be held by audio teleconference only. You will not be able to attend the Meeting in person; all references herein to attending the Meeting or voting "in person" mean in person by means of audio teleconference rather than by physical presence. It is expected that this Joint Proxy Statement and the accompanying Notice of a Joint Meeting of Shareholders ("Notice") and Proxy Card(s) will first be mailed to shareholders of the Portfolios on or about January 18, 2022. The purposes of the Meeting, the matters to be acted upon and the commencement time of the Meeting are set forth in the accompanying Notice.

Morgan Stanley Europe Opportunity Fund, Inc. ("MSEOF") and Morgan Stanley Institutional Fund, Inc. ("MSIF, Inc.") are organized as Maryland corporations. Morgan Stanley Global Fixed Income Opportunities Fund ("MSGFI"), Morgan Stanley Insight Fund ("Insight"), Morgan Stanley Mortgage Securities Trust ("MSMST"), and Morgan Stanley U.S. Government Securities Trust ("MSUSG") are organized as Massachusetts business trusts. Morgan Stanley Institutional Fund Trust ("MSIF Trust") is organized as a Pennsylvania business trust. In each jurisdiction, nomenclature varies. For ease and clarity of presentation, shares of common stock or shares of beneficial interest of a Portfolio are referred to as "Shares," all holders of shares are referred to as "Shareholders," the Board of Directors or Board of Trustees of each Fund is referred to as the "Board," the directors or trustees of each Fund

are referred to as "Directors," and each Fund's Articles of Incorporation or Declaration of Trust is referred to as its "Charter."

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

Each Board has fixed the close of business on December 27, 2021, as the record date (the "Record Date") for the determination of Shareholders entitled to notice of, and to vote at, the Meeting and at any adjournments or postponements thereof. Each full Share will be entitled to one vote at the Meeting and each fraction of a Share will be entitled to the fraction of a vote equal to the proportion of a full Share represented by the fractional Share. Exhibit A to this Joint Proxy Statement sets forth the number of Shares of each Portfolio outstanding as of the Record Date. Exhibit B to this Joint Proxy Statement sets forth the persons who owned beneficially more than 5% of the outstanding Shares of any class of a Portfolio.

Only one Joint Proxy Statement may be delivered to multiple Shareholders sharing an address, unless a Fund has received contrary instructions. Each Fund will furnish, upon written or oral request, a separate copy of the Joint Proxy Statement to a Shareholder at a shared address to which a single Joint Proxy Statement was delivered. Requests for a separate Joint Proxy Statement, and notifications to a Fund that a Shareholder wishes to receive separate copies in the future, should be made in writing to that Fund, c/o DST Asset Manager Solutions, Inc., P.O. Box 219804, Kansas City, MO 64121-9804, or by calling toll-free (800) 548-7786. Multiple Shareholders who are sharing an address and currently receive multiple copies of periodic reports and proxy statements may request to receive only one copy of such reports and proxy statements by calling toll-free (800) 548-7786.

The cost of soliciting Proxies for the Meeting, including printing and mailing expenses, is expected to be approximately $1,725,000, which will be borne pro rata by each Portfolio based on the number of shareholder accounts. The solicitation of Proxies will be by mail, which may be supplemented by solicitation by mail, telephone or otherwise through officers of a Fund or

officers and regular employees of Morgan Stanley Investment Management Inc. (the "Adviser") and its affiliates, without special compensation therefor. In addition, each Fund, on behalf of its Portfolios, may employ Computershare Fund Services ("Computershare") to make telephone calls to Shareholders to remind them to vote. Each Fund, on behalf of its Portfolios, may also employ Computershare as proxy solicitor.

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

In certain instances, Computershare may call Shareholders to ask if they would be willing to have their votes recorded by telephone. The telephone voting procedure is designed to authenticate Shareholders' identities, to allow Shareholders to authorize the voting of their Shares in accordance with their instructions and to confirm that their instructions have been recorded properly. No recommendation will be made as to how a Shareholder should vote on the Proposal other than to refer to the recommendation of the Board. The Funds have been advised by counsel that these procedures are consistent with the requirements of applicable law. Shareholders voting by telephone in this manner will be asked for identifying information and will be given an opportunity to authorize proxies to vote their Shares in accordance with their instructions. To ensure that the Shareholders' instructions have been recorded correctly, they will receive a confirmation of their instructions in the mail. A special toll-free number set forth in the confirmation will be available in case the information contained in the confirmation is incorrect. Although a Shareholder's vote may be taken by telephone, each Shareholder will receive a copy of this Joint Proxy Statement and may vote by mail using the enclosed Proxy Card(s) or by Internet or touchtone telephone as set forth above. The last proxy vote received in time to be voted, whether by Internet, mailed Proxy Card(s) or touchtone telephone, will be the vote that is counted and will revoke all previous votes by the Shareholder. In the event that Computershare is retained as proxy solicitor, Computershare may also be paid for telephone solicitation expenses incurred for reminder calls, outbound telephone voting, confirmation of telephone votes, inbound telephone contact, obtaining Shareholders' telephone numbers and providing additional materials upon Shareholder request. The Funds do not currently anticipate retaining Computershare to perform these services. If the Funds ultimately retain Computershare to perform these services, however, the expected expenses described above may increase.

Each Fund will furnish, without charge, a copy of each Portfolio's most recent annual report or semi-annual report, to any Shareholder requesting such report(s). Requests for a shareholder report should be made in writing to the applicable Fund, c/o DST Asset Manager Solutions, Inc., P.O. Box 219804, Kansas City, MO 64121-9804, or by calling (800) 548-7786. Requested shareholder reports will be sent by first class mail within three business days of the receipt of the request. You may also view a shareholder report on the Adviser's Internet website at www.morganstanley.com/im.

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

Your vote is important. Please return your Proxy Card(s) promptly no matter how many Shares you own.

THE PROPOSAL: ELECTION OF DIRECTORS

At the Meeting, Shareholders of each Fund will be asked to consider and vote on the election of Directors for that Fund. The following individuals (each, a "Nominee" and, collectively, the "Nominees") have been nominated for election as Directors of each Fund:

•  Nancy C. Everett

•  Jakki L. Haussler

•  Patricia A. Maleski

•  Frances L. Cashman

•  Eddie A. Grier

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

The Board of each Fund currently consists of the same nine Directors, each of whom is an "Independent Director" (i.e., not an "interested person" of a Fund as defined in the Investment Company Act of 1940, as amended (the "1940 Act")). If elected, each of the Nominees that are not currently Directors would also be Independent Directors.

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

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

Electing each of the Nominees will give each Board maximum flexibility to fill future vacancies by appointment (subject to the requirements of the 1940 Act) without incurring the additional expense and administrative burden associated with calling one or more meetings of Shareholders to fill those vacancies. In addition, each Board believes that the election of Ms. Cashman and Mr. Grier would further enhance the depth and breadth of the Board and that the addition of these well-qualified individuals to the Board would further enhance the Board's oversight of the Funds.

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

Although the Boards have not adopted a policy regarding diversity, the Governance Committees and the Boards take into account the diversity of a Director candidate's perspectives, background and other relevant demographics and the overall diversity of the Board's composition. The Boards and Governance Committees believe the Boards generally benefit from diversity of background, experience and views among its members, and consider this a factor in evaluating the composition of each Board. The Governance Committees and Boards may also consider specific skills and experience they are seeking in Director candidates based on the needs of each Fund at a specific time. In considering Director candidates for each Board, the

Governance Committees consider the entirety of each candidate's credentials in the context of these criteria. In accordance with their Committee Charters, the Governance Committees recommend to the Boards candidates that the Governance Committees view as having such knowledge, experience, skills, expertise and diversity so as to enhance each Board's ability to oversee the affairs and business of the Fund it oversees, including, when applicable, to enhance the ability of committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law or regulation.

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

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

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

With respect to Ms. Everett, Ms. Haussler, and Ms. Maleski, the Governance Committees and the Boards followed a similar year-long-plus robust search process and considered similar factors when they unanimously recommended and appointed to each Board Ms. Everett and Ms. Haussler effective January 1, 2015, and Ms. Maleski effective January 1, 2017, respectively. Each Board noted

that Ms. Everett, Ms. Haussler, and Ms. Maleski have gained significant institutional knowledge about the Funds since their appointment to the Boards.

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

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

Information concerning the Nominees and other relevant information is provided below. Each of the Nominees has consented to their nomination and has agreed to serve if elected. If, at the time of the Meeting, for any reason, any Nominee is not available for election or able to serve as a Director, the Proxies will exercise their voting power in favor of such substitute Nominee, if any, as the Directors may designate. The Funds have no reason to believe that it will be necessary to designate a substitute Nominee.

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

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

Information Regarding the Directors and Nominees

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

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

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

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

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

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

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

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

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

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

Additional Information About the Nominees and Directors

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

Nominees

Ms. Everett has over 35 years of experience in the financial services industry, including roles with both registered investment companies and registered investment advisers. By serving on the boards of registered funds, such as GMAM Absolute Return Strategies Fund, LLC and Emerging Markets Growth Fund, Inc., Ms. Everett has acquired significant experience with financial, accounting, investment and regulatory matters. Ms. Everett is also a

Chartered Financial Analyst. Ms. Everett has served as a Director since 2015 and as Chairperson of each Board's Equity Investment Committee since January 2021.

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

Ms. Maleski has over 30 years of experience in the financial services industry and extensive experience with registered investment companies. Ms. Maleski began her career as a certified public accountant at Price Waterhouse LLP ("PW") and was a member of PW's Investment Company Practice. After a brief stint at the Bank of New York, Ms. Maleski began her affiliation with the JPMorgan Funds, at the Pierpont Group and then with J.P. Morgan Investment Management Inc. From 2001-2013, Ms. Maleski held roles with increasing responsibilities, from Vice President and Board Liaison, Treasurer and Principal Financial Officer, Chief Administrative Officer and finally President and Principal Executive Officer for the JPMorgan Fund complex. Between 2013 and 2016, Ms. Maleski served as Global Head of Oversight and Control of JPMorgan Asset Management and then as Head of JPMorgan Chase's Fiduciary and Conflicts of Interest Program. Ms. Maleski has extensive experience in the management and operation of funds in addition to regulatory and accounting and valuation matters. Ms. Maleski has served as a Director since 2017.

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

During the course of a career spanning more than 40 years in both academia and industry, Mr. Grier has gained substantial experience in management,

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

Directors

Mr. Bowman has experience in a variety of business and financial matters through his prior service as a Director or Trustee for various funds in the Fund Complex, where he serves as Chairperson of the Compliance and Insurance Committee (and formerly served as Chairperson of the Insurance Sub-Committee of the Compliance and Insurance Committee). Mr. Bowman also serves as a Director of Naval and Nuclear Technologies LLP and Director Emeritus for the Armed Services YMCA, and formerly served as a Director of BP, plc. Mr. Bowman serves as a Trustee of the Fairhaven United Methodist Church. Mr. Bowman is also a member of the National Security Advisory Council of the Center for U.S. Global Engagement, a member of the CNA Military Advisory Board and a member of the Dolphin Scholarship Foundation Advisory Board. Mr. Bowman retired as an Admiral in the U.S. Navy after serving over 38 years on active duty including eight years as Director of the Naval Nuclear Propulsion Program in the Department of the Navy and the U.S. Department of Energy (1996-2004). Additionally, Mr. Bowman served as the U.S. Navy's Chief of Naval Personnel (1994-1996), where he was responsible for the planning and programming of all manpower, personnel, training and education resources for the U.S. Navy and on the Joint Staff as Director of Political Military Affairs (1992-1994). In addition, Mr. Bowman served as President and Chief Executive Officer of the Nuclear Energy Institute. Mr. Bowman has received such distinctions as a knighthood as Honorary Knight Commander of the Most Excellent Order of the British Empire and the Officier de l'Orde National du Mérite from the French Government and was elected to the National Academy of Engineering (2009). He is President of the consulting firm Strategic Decisions, LLC.

Ms. Dennis has over 25 years of business experience in the financial services industry and related fields including serving as a Director or Trustee of various other funds in the Fund Complex, where she serves as Chairperson of the Governance Committee. Ms. Dennis possesses a strong understanding of the regulatory framework under which investment companies must operate

based on her years of service to this Board and her position as Senior Managing Director of Victory Capital Management.

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

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

Through his prior positions as a Managing Director of Morgan Stanley & Co. Inc. and Morgan Stanley Dean Witter Investment Management and as President and a Trustee of the Morgan Stanley Institutional Funds, Mr. Klein has experience in the management and operation of registered investment companies, enabling him to provide management input and investment guidance to the Board. Mr. Klein also has extensive experience in the investment management industry based on his current positions as Managing Director and Co-Chief Executive and Co-President of Aetos Alternatives Management, LP and as Director of certain investment funds managed or sponsored by Aetos Alternatives Management, LP. In addition, he also has experience as a member of the board of other funds in the Fund Complex.

Mr. Reed has experience on investment company boards and is experienced with financial, accounting, investment and regulatory matters through his prior service as a Director of iShares, Inc. and his service as Chair of the Board and as Trustee or Director of other funds in the Fund Complex. Mr. Reed also gained substantial experience in the financial services industry through his prior positions as a Director of Legg Mason, Inc. and as President and CEO of General Motors Asset Management.

Board Structure and Oversight Function

Each Board's leadership structure features an Independent Director serving as Chairperson and the Board committees described below. The Chairperson participates in the preparation of the agenda for meetings of each Board and the preparation of information to be presented to each Board with respect to matters to be acted upon by each Board. The Chairperson also presides at all meetings of each Board and is involved in discussions regarding matters pertaining to the oversight of the management of each Fund between meetings.

Each Board operates using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Directors, its Fund and Fund Shareholders, and to facilitate compliance with legal and regulatory requirements and oversight of its Fund's activities and associated risks. Each Board has established six standing committees: (1) Audit Committee, (2) Governance Committee, (3) Compliance and Insurance Committee, (4) Equity Investment Committee, (5) Fixed Income, Liquidity and Alternatives Investment Committee and (6) Risk Committee, which are each comprised exclusively of Independent Directors. Each committee charter governs the scope of the committee's responsibilities with respect to the oversight of the Fund.

The Portfolios are subject to a number of risks, including investment, compliance, operational and valuation risk, among others. The Boards oversee these risks as part of their broader oversight of a Fund's affairs through various Board and committee activities. Each Board has adopted, and periodically reviews, policies and procedures designed to address various risks to a Portfolio. In addition, appropriate personnel, including but not limited to a Fund's Chief Compliance Officer, members of a Fund's administration and accounting teams, representatives from the Portfolios' independent registered public accounting firm, a Fund's Treasurer, portfolio management personnel, risk management personnel and independent valuation and brokerage evaluation service providers, make regular reports regarding a Fund's activities and related risks to the applicable Board and the committees, as appropriate. These reports include, among others, quarterly performance reports, quarterly risk reports and discussions with members of the risk teams relating to each asset class. Each Board's committee structure allows separate committees to focus on different aspects of risk and the potential impact of these risks on some or all of the funds in the complex and then report back to the full Board. In between regular meetings, Fund officers also communicate with the Directors regarding material exceptions and items relevant to each Board's risk oversight function. Each Board recognizes that it is not possible to identify all of the risks that may affect the Portfolios, and that it is not possible to develop processes and controls to eliminate all of the risks that may affect the Portfolios. Moreover, each Board recognizes that it may be necessary for the Portfolios to bear certain risks (such as investment risk) to achieve their respective investment objectives.

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

Board Meetings and Committees

Law and regulation establish both general guidelines and specific duties for the Independent Directors. The Independent Directors of a Fund are charged with recommending to the Fund's Board approval of management, advisory and administration contracts, Rule 12b-1 plans and distribution and underwriting agreements; continually reviewing fund performance; checking on the pricing of portfolio securities, brokerage commissions, transfer agent costs and performance and trading among funds in the same complex; and approving fidelity bond and related insurance coverage and allocations, as well as other matters that arise from time to time. The Independent Directors of a Fund are required to select and nominate individuals to fill any Independent Director vacancy on the board of any fund that has a Rule 12b-1 plan of distribution.

Each Board has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. Each Board's Audit Committee is charged with recommending to the full Board the engagement or discharge of the Portfolios' independent registered public accounting firm; directing investigations into matters within the scope of the independent registered public accounting firm's duties, including the power to retain outside specialists; reviewing with the independent registered public accounting firm the audit plan and results of the auditing engagement; approving professional services provided by the independent registered public accounting firm and other accounting firms prior to the performance of the services; reviewing the independence of the independent registered public accounting firm; considering the range of audit and non-audit fees; reviewing the adequacy of the applicable Fund's system of internal controls; and reviewing the valuation process.

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

The Board of each Fund also has a Governance Committee. Each Governance Committee identifies individuals qualified to serve as Independent Directors on the applicable Fund's Board and on committees of such Board and recommends such qualified individuals for nomination by the Fund's Independent Directors as candidates for election as Independent

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

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

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

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

The Risk Committees assist each Board in connection with the oversight of a Fund's risks, including investment risks, operational risks and risks posed by the Fund's service providers as well as the effectiveness of the guidelines, policies and processes for monitoring and mitigating such risks. The members of the Risk Committee of each Fund are Manuel H. Johnson, Michael F. Klein and W. Allen Reed, each of whom is an Independent Director. The Chairperson of each Risk Committee is Michael F. Klein.

During the most recent fiscal years ended September 30, 2021 for MSIF Trust, October 31, 2021 for MSEOF, MSGFI, and MSMST, and December 31, 2021 for Insight, MSIF, Inc., and MSUSG, each Board held the following meetings:

¹  Prior to January 1, 2021, this Committee was constituted as a sub-committee of the now defunct Investment Committee, and the number of meetings indicated includes meetings as a sub-committee.

²  The Risk Committee was established on January 1, 2021.

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

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

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

Shareholder Communications

Shareholders may send communications to each Fund's Board. Shareholders should send communications intended for a Fund's Board by addressing the communications directly to the Board (or individual Board members) and/or otherwise clearly indicating in the salutation that the communication is for the Board (or individual Board members) and by sending the communication to either a Fund's office or directly to such Board member(s) at the address specified for each Director previously noted. Other shareholder communications received by a Fund not directly addressed and sent to the Board will be reviewed and generally responded to by management, and will be forwarded to the Board only at management's discretion based on the matters contained therein.

Compensation

Each Director (except for the Chair of the Boards) receives an annual retainer fee of $295,000 for serving as a Director of the Morgan Stanley Funds.

Beginning January 1, 2022, each Advisory Board Member will receive an annual retainer fee of $295,000.

The Audit Committee Chairperson receives an additional annual retainer fee of $80,000, the Risk Committee Chairperson, the Equity Investment Committee Chairperson, Fixed Income, Liquidity and Alternatives Investment Committee Chairperson and Governance Committee Chairperson each receive an additional annual retainer fee of $50,000 and the Compliance and Insurance Committee Chairperson receives an additional annual retainer fee of $65,000. The aggregate compensation paid to each Director is paid by the Morgan Stanley Funds, and is allocated on a pro rata basis among each of the operational funds of the Morgan Stanley Funds based on the relative net assets of each of the funds. The Chair of the Boards receives a total annual retainer fee of $590,000 for his services and for administrative services provided to each Board.

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

Effective April 1, 2004, each Fund began a Deferred Compensation Plan (the "DC Plan"), which allows each Director to defer payment of all, or a portion, of the fees he or she receives for serving on the Board throughout the year. Each eligible Director 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 DC Plan. At the Director's election, distributions are either in one lump sum payment, or in the form of equal annual installments over a period of five years. The rights of an eligible Director and the beneficiaries to the amounts held under the DC Plan are unsecured and such amounts are subject to the claims of the creditors of the Fund.

Prior to April 1, 2004, each Fund maintained a similar Deferred Compensation Plan (the "Prior DC Plan"), which also allowed each Independent Director to defer payment of all, or a portion, of the fees he or she received for serving on the Board of Directors throughout the year. Generally, the DC Plan amends and supersedes the Prior DC Plan and all amounts payable under the Prior DC Plan are now subject to the terms of the DC Plan (except for amounts paid during the calendar year 2004, which remain subject to the terms of the Prior DC Plan).

The following tables show the aggregate compensation payable to each Director by a Fund during the Fund's most recent fiscal year and the aggregate compensation payable to each Director by the Fund Complex for the calendar year ended December 31, 2021.

Prior to December 31, 2003, 49 of the Morgan Stanley Funds (the "Adopting Funds") had adopted a retirement program under which an Independent Director who retired after serving for at least five years as an Independent Director of any such fund (an "Eligible Director") would have been entitled to retirement payments, based on factors such as length of service, upon reaching the eligible retirement age. On December 31, 2003, the amount of accrued retirement benefits for each Eligible Director was frozen, and will be payable, together with a return of 8% per annum, at or following each such Eligible Director's retirement as shown in the table below.

The following table illustrates the retirement benefits accrued to each Fund's Independent Directors by each Fund as of the end of their most recent fiscal years and by the Adopting Funds for the calendar year ended December 31, 2021, and the estimated retirement benefits for each calendar year following retirement. Only Dr. Manuel H. Johnson participated in the retirement program.

¹  Corporate Bond Portfolio, Global Strategist Portfolio, Discovery Portfolio, and Short Duration Income Portfolio.

²  Global Infrastructure Portfolio and Growth Portfolio.

³  Fiscal year ended September 30, 2021.

⁴  Fiscal year ended October 31, 2021.

⁵  Fiscal year ended December 31, 2021.

⁶  Calendar year ended December 31, 2021.

⁷  Mr. Johnson's retirement expenses are negative due to the fact that his retirement date has been extended and therefore his expenses have been over accrued.

⁸  Total compensation accrued under the retirement plan, together with a return of 8% per annum, will be paid annually commencing upon retirement and continuing for the remainder of the Director's life.

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

ADDITIONAL INFORMATION

Quorum Requirements

For MSEOF, MSGFI, Insight, MSMST, and MSUSG, the holders of a majority of the Shares issued and outstanding and entitled to vote on the Proposal, present in person or represented by proxy, will constitute a quorum.

For MSIF, Inc., the presence in person or by proxy of the holders of one-third of all the votes entitled to be cast on the Proposal at the Meeting will constitute a quorum.

For MSIF Trust, 40% of the Shares entitled to vote on the Proposal shall constitute a quorum.

Quorum will be assessed and determined for each Fund separately.

For all Funds, if a Proxy Card is properly executed and returned accompanied by instructions to withhold authority (an abstention), the Shares represented thereby will be counted as Shares present and entitled to vote for purposes of determining whether a quorum is present. Properly executed but unmarked Proxy Cards (that is Proxy Cards that do not indicate how the vote should be cast) submitted by Shareholders will be counted as Shares present and entitled to vote for purposes of determining whether a quorum is present and will be voted FOR the Proposal.

Approval Requirements

For MSEOF, MSGFI, Insight, MSIF, Inc., MSMST, and MSUSG, approval of the Proposal requires the affirmative vote of a majority of Shares represented in person or by proxy and entitled to vote at the Meeting. Abstentions are not considered votes "FOR" the Proposal at the Meeting. As a result, abstentions have the same effect as a vote against the Proposal.

For MSIF Trust, approval of the Proposal will require a plurality of the votes cast at the meeting. Because of MSIF Trust's plurality voting standard,

each Nominee will be elected to serve as a Director of MSIF Trust if a quorum is present at the Meeting because each Nominee's election is uncontested.

Although this Joint Proxy Statement may include information relating to a Portfolio or Fund that you did not own Shares of as of the Record Date (because a Joint Proxy Statement and Meeting is expected to be more cost effective given the same Proposal is being considered by each Fund), the Proposal will be voted upon separately by Shareholders of each Fund. Shareholders of each Portfolio of a Fund will vote together as a single class with respect to the Proposal and the outcome of the Proposal for one Fund will not impact the outcome for any other Fund.

Adjournments

With respect to MSEOF, MSGFI, Insight, MSIF, Inc., MSMST, and MSUSG, in the absence of a quorum, the Meeting may be adjourned in accordance with a Fund's by-laws by: (1) the chairman of the Meeting; (2) an officer of the Fund; or (3) the affirmative vote of the holders of a majority of Shares then present in person or represented by proxy and entitled to vote thereat. The chairman of the Meeting, an officer of the Fund or the Shareholders present in person or represented by proxy at the Meeting and entitled to vote thereat also shall have the power to adjourn the Meeting from time to time in accordance with a Fund's by-laws if the vote required to approve or reject the Proposal is not obtained (with proxies being voted for or against adjournment consistent with the votes for and against the Proposal).

With respect to MSIF Trust, the Meeting may be adjourned from time to time in accordance with the Fund's by-laws by a majority of the votes properly cast on the question, whether or not a quorum is present.

Independent Registered Public Accounting Firm

The Board of each Fund, including a majority of the Independent Directors acting on the recommendation of the Audit Committee of the Board of such Fund, has selected Ernst & Young LLP, located at 200 Clarendon Street, Boston, MA 02116-5021, to act as the independent registered public accounting firm for each Portfolio for its respective fiscal year.

Additional information regarding the fees each Fund paid to its independent registered public accounting firm during the two previous fiscal years is included in Exhibit E.

Representatives from Ernst & Young LLP are not expected to be present at the Meeting. Ernst & Young LLP will have the opportunity to make a statement if they desire to do so and representatives from Ernst & Young LLP are expected to be available by telephone to respond to appropriate questions.

Administrator

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

Principal Underwriter

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

Submission of Shareholder Proposals

The Funds are not required and do not intend to hold regular shareholder meetings unless shareholder action is required in accordance with the 1940 Act or other applicable law or a Fund's Charter or by-laws. Shareholders who would like to submit proposals for consideration at future shareholder meetings of a Fund should send written proposals to Mary E. Mullin, Secretary, 1633 Broadway, New York, NY 10019. To be considered for presentation at a Shareholders' meeting, rules promulgated by the Securities and Exchange Commission require that, among other things, a Shareholder's proposal must be received at the offices of the Fund within a reasonable time before a solicitation is made. Timely submission of a proposal does not necessarily mean that such proposal will be included.

Other Matters

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

MARY E. MULLIN
Secretary

Dated: January 7, 2022

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

EXHIBIT A

SHARES OUTSTANDING

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

MSEOF

MSGFI

Insight

MSIF, Inc.

MSIF Trust

MSMST

MSUSG

EXHIBIT B

SECURITY OWNERSHIP OF CERTAIN OWNERS

As of November 30, 2021, the following persons were known to own of record or beneficially 5% or more of the outstanding Shares of any class of the Portfolios listed below:

c

Morgan Stanley Europe Opportunity Fund, Inc.

MSGFI

Morgan Stanley Global Fixed Income Opportunities Fund

Insight

Morgan Stanley Insight Fund