UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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MORGAN STANLEY VARIABLE INVESTMENT SERIES
EUROPEAN EQUITY PORTFOLIO
LIMITED DURATION PORTFOLIO
c/o Morgan Stanley Investment Management Inc.
522 Fifth Avenue, New York, New York 10036
Toll Free (800) 869-NEWS
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
September 12, 2018
To the Shareholders of the European Equity Portfolio and Limited Duration Portfolio:
Notice is hereby given of a Special Meeting of Shareholders (the “Meeting”) of the European Equity Portfolio and Limited Duration Portfolio (each a “Fund” and collectively, the “Funds”), each a series of Morgan Stanley Variable Investment Series (the “Trust”) to be held on September 12, 2018 at 9:00 a.m., New York local time, at the principal executive office of the investment adviser for the Trust, Morgan Stanley Investment Management Inc., Conference Room 3A, 3rd Floor, 522 Fifth Avenue, New York, NY 10036, and any adjournments or postponements thereof.
The Meeting is being held for the following purposes:
1. With respect to Shareholders of the European Equity Portfolio, to consider and act upon a proposal to liquidate the Fund pursuant to the Plan of Liquidation adopted by the Board of Trustees of the Trust (“Proposal 1”).
2. With respect to Shareholders of the Limited Duration Portfolio, to consider and act upon a proposal to liquidate the Fund pursuant to the Plan of Liquidation adopted by the Board of Trustees of the Trust (“Proposal 2”).
3. To consider and act upon any other business as may properly come before the Meeting.
Proposal 1 and Proposal 2 are together referred to herein as the “Proposals.” A copy of the Plan of Liquidation adopted by the Board of Trustees of the Trust is attached as Exhibit A to the proxy statement. Only holders of record of shares of the Funds as of the close of business on July 12, 2018, the record date for the Meeting, are entitled to notice of, and to vote at, the Meeting or any adjournments or postponements thereof.
MARY E. MULLIN
Secretary
Dated: [July 27], 2018
You can help avoid the necessity and expense of sending follow-up letters to ensure a quorum by promptly returning the enclosed Voting Instruction Card. If you are unable to be present in person, please fill in, sign and return the enclosed Voting Instruction Card 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 Voting Instruction Card.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 12, 2018:
The Proxy Statement for the Special Meeting of Shareholders is available on the Internet at the website address located on the enclosed Voting Instruction Card.
MORGAN STANLEY VARIABLE INVESTMENT SERIES
EUROPEAN EQUITY PORTFOLIO
LIMITED DURATION PORTFOLIO
c/o Morgan Stanley Investment Management Inc.
522 Fifth Avenue, New York, New York 10036
Toll Free (800) 869-NEWS
PROXY STATEMENT
Special Meeting of Shareholders
September 12, 2018
This Proxy Statement is furnished by the Board of Trustees (the “Board,” the trustees of which are referred to as the “Trustees”) of Morgan Stanley Variable Investment Series (the “Trust”) in connection with the solicitation of proxies (separately referred to as a “Proxy” and collectively referred to as “Proxies”) by the Board for use at the Special Meeting of Shareholders (the “Meeting”) of the European Equity Portfolio and Limited Duration Portfolio (each a “Fund” and collectively, the “Funds”), each a series of the Trust, to be held on September 12, 2018 at 9:00 a.m., New York local time, at the principal executive office of the investment adviser for the Trust, Morgan Stanley Investment Management Inc. (the “Adviser”), 522 Fifth Avenue, Conference Room 3A, 3rd Floor, New York, NY 10036. It is expected that the Notice of Special Meeting of Shareholders, Proxy Statement and Voting Instruction Card will first be mailed to applicable insurance companies (each, an “Insurance Company” and collectively, the “Insurance Companies”) on or about [July 27], 2018. 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 of Special Meeting of Shareholders.
The Insurance Companies will furnish this Proxy Statement to the owners of variable life insurance and/or variable annuity contracts (“Contract Owners”) participating in their separate accounts that are registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940 (the “1940 Act”) (collectively, the “Registered Accounts”) and that hold shares of beneficial interest of a Fund (collectively, the “Shares”) to be voted at the Meeting, and will solicit voting instructions from those Contract Owners. For purposes of this Proxy Statement, the term “Shareholder” (when used to refer to the beneficial holder of ownership interests in a Fund) shall also be deemed to include Contract Owners.
Each Insurance Company will vote the Shares held in its Registered Accounts: (i) for which timely voting instructions are received from Contract Owners, in accordance with such instructions; and (ii) for which no voting instructions are timely received, in the same proportion as the instructions received from Contract Owners participating in all its Registered Accounts. The Insurance Companies will vote all other shares of a Fund held by them in the same proportion as the voting instructions timely received by all the Insurance Companies from Contract Owners participating in all their Registered Accounts. The effect of proportional voting as described above is that a small number of Contract Owners can determine the outcome of the voting.
Proxies from Shareholders may be revoked at any time prior to the voting of the shares represented thereby by: (i) mailing written instructions addressed to the Secretary of the Trust, 522 Fifth Avenue, 19th Floor, New York, NY 10036; (ii) signing and returning a new proxy; or (iii) attending the Meeting and voting shares. Attendance at the Meeting will not in and of itself revoke a Proxy; you must vote in person at the Meeting. All valid Proxies will be voted in accordance with specifications thereon, or in the absence of specifications, for approval of the Proposal. Instructions from Contract Owners may be revoked by: (i) mailing written instructions addressed to the Secretary of the Trust, 522 Fifth Avenue, 19th Floor, New York, NY 10036; or (ii) signing and returning a new Voting Instruction Card. A Contract Owner may also attend the Meeting in person to revoke previously provided voting instructions and to provide new voting instructions.
Only one Proxy Statement will be delivered to multiple Shareholders sharing an address, unless the Trust has received contrary instructions. The Trust will furnish, upon written or oral request, a separate copy of the Proxy Statement to a Shareholder at a shared address to which a single Proxy Statement was delivered. Requests for a separate Proxy Statement, and notifications to the Trust that a Shareholder wishes to receive separate copies in the future, should be made in writing to the Trust, c/o Morgan Stanley Client Relations, Attn: Morgan Stanley Variable Investment Series, 2000 Crown Colony Drive, Quincy, MA 02169, or by calling toll-free (800) 869-6397. Multiple Shareholders who
are sharing an address and currently receiving multiple copies of periodic reports and proxy statements may request to receive only one copy of such reports and proxy statements by calling toll-free (800) 869-6397.
The Board has fixed the close of business on July 12, 2018 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 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. As of the Record Date, the European Equity Portfolio had [ ] shares outstanding and entitled to vote and the Limited Duration Portfolio had [ ] shares outstanding and entitled to vote.
The expenses of the liquidations, including the cost of printing, filing and proxy solicitation and legal and accounting expenses, are expected to be approximately $137,000, all of which will be borne by the Funds. The solicitation of Proxies will be by mail, which may be supplemented by solicitation by mail, or otherwise through officers of the Trust or officers and regular employees of the Adviser and/or its affiliates, without special compensation therefor. The transfer agent services are currently provided by DST Asset Manager Solutions, Inc.
Shareholders may be able to give voting instructions by touchtone telephone or by Internet by following the instructions on the Voting Instruction Card accompanying this Proxy Statement. The Internet procedures are designed to authenticate a Shareholder’s identity to allow Shareholders to provide their voting instructions and confirm that their instructions have been properly recorded. To provide voting instructions by Internet or by touchtone telephone, Shareholders can access the website or call the toll-free number listed on the Voting Instruction Card. To vote by touchtone telephone or by Internet, Shareholders will need the number that appears on the Voting Instruction Card in the shaded box.
The Trust will furnish, without charge, a copy of the Trust’s annual report for its fiscal year ended December 31, 2017 and a copy of the Trust’s semi-annual report for the period ended June 30, 2018, once available, to any Shareholder of the Fund requesting such report. Requests for the Trust’s annual report and semi-annual report, once available, should be made in writing to the Trust at Morgan Stanley Investment Management Inc., 522 Fifth Avenue, New York, NY 10036, or by calling toll-free (800) 869-6397. You may also view the Trust’s annual report and semi-annual report, once available, on the Adviser’s Internet website at www.morganstanley.com/im.
Morgan Stanley Investment Management Inc. serves as the Trust’s administrator. The business address of Morgan Stanley Investment Management Inc. is 522 Fifth Avenue, New York, NY 10036. State Street Bank and Trust Company serves as sub-administrator to the Trust. The business address of State Street Bank and Trust Company is One Lincoln Street, Boston, MA 02111.
The Board recommends that you vote “FOR” the applicable Proposal(s).
Your vote is important. Please return your Voting Instruction Card promptly no matter how many Shares you own.
PROPOSAL 1: LIQUIDATION AND DISSOLUTION OF THE EUROPEAN EQUITY PORTFOLIO
Introduction
At a meeting held on June 14, 2018, the Board unanimously approved the liquidation and dissolution of the European Equity Portfolio pursuant to the Plan of Liquidation adopted by the Board (the “Plan of Liquidation”), a form of which is attached hereto as Exhibit A, and directed that the matter be submitted to the Fund’s Shareholders for their consideration and approval. The Trust’s charter requires that the liquidation and dissolution of the Fund be approved by the affirmative vote of a majority of the outstanding Shares of the Fund.
If Shareholders approve the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation, the Adviser will direct the orderly liquidation of the Fund’s assets as soon as reasonably practicable, the discharging of, making reasonable provision for the payment of, or maintaining reserves against all liabilities of the Fund, and the distribution of the net proceeds to Shareholders in one or more liquidating distributions. Fund management expects that Shareholders will receive such distribution(s) in cash. Such amount will be reduced by the expenses of the Fund in connection with the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation. As soon as reasonably practicable following the payment of the final liquidating distribution, the Fund will dissolve. If Shareholders do not approve the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation, the Board will consider what further action, if any, to take.
The Board unanimously recommends that you vote “FOR” the Proposal to liquidate and dissolve the European Equity Portfolio pursuant to the Plan of Liquidation.
Background
As of April 30, 2018, the Fund had approximately $30 million in assets under management, reflecting a reduction by more than $27 million over the past five years. The Adviser believes it is unlikely that the Fund will experience material growth in assets in the foreseeable future and, in fact, believes it is likely that redemptions may continue. The Fund’s current insurance distributors have not selected the Fund as an underlying investment option for new variable annuity contracts and the Fund has experienced net redemptions as existing contracts age and reach the surrender period. Because of the inefficiencies, higher costs and disadvantageous economies of scale associated with the Fund’s small asset base, the Adviser concluded that it is in the best interests of the Fund and its Shareholders to liquidate and dissolve the Fund and recommended that this course of action be considered by the Trustees at a meeting held on June 14, 2018.
At a meeting held June 14, 2018, the Board considered whether it would be appropriate and in the best interests of the Fund and its Shareholders to liquidate and dissolve the Fund and, after careful consideration of the matter, the Trustees approved the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation and directed that the matter be submitted to the Fund’s Shareholders for their consideration and approval. In evaluating the Plan of Liquidation, the Trustees considered a number of factors, including: (i) the low level of current assets under management and historical flows; (ii) the low sales demand, limited marketplace growth prospects and inability of the Fund to raise assets; (iii) the declining prospects for the Fund’s financial viability and future ability to support its expense structure; (iv) the size and potential of the Fund’s marketplace opportunity given that the Fund is limited to certain insurance distributors and has experienced net outflows as the contracts age and expire; and (v) alternatives to liquidation. Based on consideration of the foregoing and all other factors deemed relevant by them, the Trustees determined that approval of the Plan of Liquidation was in the best interests of the Fund and its Shareholders.
If Shareholders of the Fund do not approve the Proposal, the Fund will not be liquidated and dissolved and will continue to operate and be managed in accordance with the investment objective and policies of the Fund as currently in effect. However, in such case, the Trustees would determine what alternative action, if any, should be taken.
Description of the Plan of Liquidation and Dissolution of the Fund
The Plan of Liquidation will become effective on the date of its approval by Shareholders (the “Effective Date”). Following Shareholder approval, the Fund will, as soon as practicable after the Effective Date, complete the sale of the portfolio securities it holds in order to convert its assets to cash and will not engage in any business activity except for the purpose of winding up its business and affairs, preserving the value of its assets and distributing assets to
Shareholders after the payment to (or reservation of assets for payment to) all creditors of the Fund; provided that the Fund shall, prior to the making of the final liquidating distribution, continue to honor requests for the purchase and redemption of Shares as permitted in the Fund’s prospectus and may, as determined to be appropriate by the Board, make payment of dividends and other distributions to Shareholders and permit the reinvestment thereof in additional Shares. The Plan of Liquidation provides that the Trustees may authorize such variations from, or amendments to, the provisions of the Plan of Liquidation (other than the terms of the liquidating distribution) as may be necessary or appropriate to effect the complete liquidation of the Fund and the distribution of assets of the Fund to its Shareholders in redemption of the issued and outstanding shares of the Fund, all in accordance with the purposes intended to be accomplished by the Plan of Liquidation.
As soon as practicable after the Effective Date, the Fund will send to each Shareholder of record who has not redeemed its Shares one or more liquidating distributions equal to the Shareholder’s proportionate interest in the remaining assets of the Fund and information concerning the sources of the liquidating distribution. Prudential Annuities Distributors, Allstate Life Insurance Company and MetLife, as applicable, may invest the proceeds from the liquidation of the Fund in an alternative investment option made available by their variable life insurance and/or variable annuity contracts pursuant to instructions received from the Contract Owner. In certain circumstances, if a Contract Owner fails to give instructions to their life insurance company regarding reinvestment of the liquidating distribution(s), the proceeds may be invested on behalf of the Contract Owner in a default option until instructions are received.
Except as may be otherwise agreed to between the Fund and the Adviser, all expenses incurred by or allocable to the Fund in carrying out the Plan of Liquidation and dissolving the Fund shall be borne by the Fund.
The adoption of the Plan of Liquidation will not affect the right of Shareholders to redeem Shares of the Fund at their then current net asset value.
It is anticipated that all officers of the Fund, as well as all entities serving the Fund, will continue in their present positions and capacities until such time as the Fund is liquidated and dissolved.
General Income Tax Consequences
The following is a summary of certain federal income tax considerations generally relevant to the Fund and its Shareholders. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its Shareholders, and the discussion here is not intended as a substitute for careful tax planning. Shareholders are urged to consult their tax advisors with specific reference to their own tax situations.
This general discussion of certain federal income tax consequences is based on the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder as in effect on the date of this Proxy Statement. New legislation, as well as administrative changes or court decisions, may significantly change the conclusions expressed herein, possibly with retroactive effect.
Prior to or on the last day of the Fund’s final taxable year, the Trustees may authorize an income or capital gain dividend that would be distributed in addition to the final liquidation distribution.
Consequences of the Liquidation and Dissolution of the Fund
Shares of the Fund are held by life insurance companies for their separate accounts under variable annuity contracts and variable life insurance policies and by other entities under qualified pension and retirement plans.
Under the provisions of the Code currently in effect, net income and net realized capital gains of the Fund are not currently taxable when left to accumulate within a variable annuity contract or variable life insurance policy or under a qualified pension or retirement plan.
Section 817(h) of the Code provides that the investments of a separate account underlying a variable insurance contract (or the investments of a mutual fund, the shares of which are owned by the variable separate account) must be “adequately diversified” in order for the contract to be treated as an annuity or as life insurance for federal income tax purposes. The Treasury Department has issued regulations explaining these diversification requirements. The Fund believes that it has complied, and will continue to comply, with these requirements until liquidation.
For information on federal income taxation of a life insurance company with respect to its receipt of distributions from the Fund and federal income taxation of owners of the company’s variable annuity contracts or variable life insurance policies, refer to the life insurance company’s variable annuity contract or variable life insurance policy prospectus.
Continued Qualification as a Regulated Investment Company During the Liquidation Period
The Fund expects to retain its qualification as a regulated investment company (“RIC”) under the Code, during the liquidation period and, therefore, expects not to be taxed on any of its net capital gains realized from the sale of its assets or ordinary income earned that it timely distributes to Shareholders. In the unlikely event that the Fund should lose its status as a RIC during the liquidation process, (i) the Fund would be subject to taxes which would reduce any or all of the types of liquidating distributions and (ii) owners of variable annuity contracts and variable life insurance policies based on the Fund would be treated as owning shares of the Fund (rather than their proportionate share of the assets of such portfolio) for purposes of the diversification requirements under Section 817(h) of the Code, and as a result might be taxed currently on the investment earnings under their contracts and thereby lose the benefit of tax deferral.
The Trustees recommend that the Shareholders of the European Equity Portfolio approve the Plan of Liquidation and dissolution of the Fund.
PROPOSAL 2: LIQUIDATION AND DISSOLUTION OF THE LIMITED DURATION PORTFOLIO
Introduction
At a meeting held on June 14, 2018, the Board unanimously approved the liquidation and dissolution of the Limited Duration Portfolio pursuant to the Plan of Liquidation adopted by the Board (the “Plan of Liquidation”), a form of which is attached hereto as Exhibit A, and directed that the matter be submitted to the Fund’s Shareholders for their consideration and approval. The Trust’s charter requires that the liquidation and dissolution of the Fund be approved by the affirmative vote of a majority of the outstanding Shares of the Fund.
If Shareholders approve the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation, the Adviser will direct the orderly liquidation of the Fund’s assets as soon as reasonably practicable, the discharging of, making reasonable provision for the payment of, or maintaining reserves against all liabilities of the Fund, and the distribution of the net proceeds to Shareholders in one or more liquidating distributions. Fund management expects that Shareholders will receive such distribution(s) in cash. Such amount will be reduced by the expenses of the Fund in connection with the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation. As soon as reasonably practicable following the payment of the final liquidating distribution, the Fund will dissolve. If Shareholders do not approve the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation, the Board will consider what further action, if any, to take.
The Board unanimously recommends that you vote “FOR” the Proposal to liquidate and dissolve the Limited Duration Portfolio pursuant to the Plan of Liquidation.
Background
As of April 30, 2018, the Fund had approximately $24 million in assets under management, reflecting a reduction by more than $23 million over the past five years. The Adviser believes it is unlikely that the Fund will experience material growth in assets in the foreseeable future and, in fact, believes it is likely that redemptions may continue. The Fund’s current insurance distributors have not selected the Fund as an underlying investment option for new variable annuity contracts and the Fund has experienced net redemptions as existing contracts age and reach the surrender period. Because of the inefficiencies, higher costs and disadvantageous economies of scale associated with the Fund’s small asset base, the Adviser concluded that it is in the best interests of the Fund and its Shareholders to liquidate and dissolve the Fund and recommended that this course of action be considered by the Trustees at a meeting held on June 14, 2018.
At a meeting held June 14, 2018, the Board considered whether it would be appropriate and in the best interests of the Fund and its Shareholders to liquidate and dissolve the Fund and, after careful consideration of the matter, the Trustees approved the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation and directed that the matter be submitted to the Fund’s Shareholders for their consideration and approval. In evaluating the Plan of Liquidation, the Trustees considered a number of factors, including: (i) the low level of current assets under management and historical flows; (ii) the low sales demand, limited marketplace growth prospects and inability of the Fund to raise assets; (iii) the declining prospects for the Fund’s financial viability and future ability to support its expense structure; (iv) the size and potential of the Fund’s marketplace opportunity given that the Fund is limited to certain insurance distributors and has experienced net outflows as the contracts age and expire; and (v) alternatives to liquidation. Based on consideration of the foregoing and all other factors deemed relevant by them, the Trustees determined that approval of the Plan of Liquidation was in the best interests of the Fund and its Shareholders.
If Shareholders of the Fund do not approve the Proposal, the Fund will not be liquidated and dissolved and will continue to operate and be managed in accordance with the investment objective and policies of the Fund as currently in effect. However, in such case, the Trustees would determine what alternative action, if any, should be taken.
Description of the Plan of Liquidation and Dissolution of the Fund
The Plan of Liquidation will become effective on the date of its approval by Shareholders (the “Effective Date”). Following Shareholder approval, the Fund will, as soon as practicable after the Effective Date, complete the sale of the portfolio securities it holds in order to convert its assets to cash and will not engage in any business activity except for the purpose of winding up its business and affairs, preserving the value of its assets and distributing assets to
Shareholders after the payment to (or reservation of assets for payment to) all creditors of the Fund; provided that the Fund shall, prior to the making of the final liquidating distribution, continue to honor requests for the purchase and redemption of Shares as permitted in the Fund’s prospectus and may, as determined to be appropriate by the Board, make payment of dividends and other distributions to Shareholders and permit the reinvestment thereof in additional Shares. The Plan of Liquidation provides that the Trustees may authorize such variations from, or amendments to, the provisions of the Plan of Liquidation (other than the terms of the liquidating distribution) as may be necessary or appropriate to effect the complete liquidation of the Fund and the distribution of assets of the Fund to its Shareholders in redemption of the issued and outstanding shares of the Fund, all in accordance with the purposes intended to be accomplished by the Plan of Liquidation.
As soon as practicable after the Effective Date, the Fund will send to each Shareholder of record who has not redeemed its Shares one or more liquidating distributions equal to the Shareholder’s proportionate interest in the remaining assets of the Fund and information concerning the sources of the liquidating distribution. Prudential Annuities Distributors and Allstate Life Insurance Company, as applicable, may invest the proceeds from the liquidation of the Fund in an alternative investment option made available by their variable life insurance and/or variable annuity contracts pursuant to instructions received from the Contract Owner. In certain circumstances, if a Contract Owner fails to give instructions to their life insurance company regarding reinvestment of the liquidating distribution(s), the proceeds may be invested on behalf of the Contract Owner in a default option until instructions are received.
Except as may be otherwise agreed to between the Fund and the Adviser, all expenses incurred by or allocable to the Fund in carrying out the Plan of Liquidation and dissolving the Fund shall be borne by the Fund.
The adoption of the Plan of Liquidation will not affect the right of Shareholders to redeem Shares of the Fund at their then current net asset value.
It is anticipated that all officers of the Fund, as well as all entities serving the Fund, will continue in their present positions and capacities until such time as the Fund is liquidated and dissolved.
General Income Tax Consequences
The following is a summary of certain federal income tax considerations generally relevant to the Fund and its Shareholders. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its Shareholders, and the discussion here is not intended as a substitute for careful tax planning. Shareholders are urged to consult their tax advisors with specific reference to their own tax situations.
This general discussion of certain federal income tax consequences is based on the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder as in effect on the date of this Proxy Statement. New legislation, as well as administrative changes or court decisions, may significantly change the conclusions expressed herein, possibly with retroactive effect.
Prior to or on the last day of the Fund’s final taxable year, the Trustees may authorize an income or capital gain dividend that would be distributed in addition to the final liquidation distribution.
Consequences of the Liquidation and Dissolution of the Fund
Shares of the Fund are held by life insurance companies for their separate accounts under variable annuity contracts and variable life insurance policies and by other entities under qualified pension and retirement plans.
Under the provisions of the Code currently in effect, net income and net realized capital gains of the Fund are not currently taxable when left to accumulate within a variable annuity contract or variable life insurance policy or under a qualified pension or retirement plan.
Section 817(h) of the Code provides that the investments of a separate account underlying a variable insurance contract (or the investments of a mutual fund, the shares of which are owned by the variable separate account) must be “adequately diversified” in order for the contract to be treated as an annuity or as life insurance for federal income tax purposes. The Treasury Department has issued regulations explaining these diversification requirements. The Fund believes that it has complied, and will continue to comply, with these requirements until liquidation.
For information on federal income taxation of a life insurance company with respect to its receipt of distributions from the Fund and federal income taxation of owners of the company’s variable annuity contracts or variable life insurance policies, refer to the life insurance company’s variable annuity contract or variable life insurance policy prospectus.
Continued Qualification as a Regulated Investment Company During the Liquidation Period
The Fund expects to retain its qualification as a regulated investment company (“RIC”) under the Code, during the liquidation period and, therefore, expects not to be taxed on any of its net capital gains realized from the sale of its assets or ordinary income earned that it timely distributes to Shareholders. In the unlikely event that the Fund should lose its status as a RIC during the liquidation process, (i) the Fund would be subject to taxes which would reduce any or all of the types of liquidating distributions and (ii) owners of variable annuity contracts and variable life insurance policies based on the Fund would be treated as owning shares of the Fund (rather than their proportionate share of the assets of such portfolio) for purposes of the diversification requirements under Section 817(h) of the Code, and as a result might be taxed currently on the investment earnings under their contracts and thereby lose the benefit of tax deferral.
The Trustees recommend that the Shareholders of the Limited Duration Portfolio approve the Plan of Liquidation and dissolution of the Fund.
ADDITIONAL INFORMATION
General
The holders of a majority of the shares issued and outstanding and entitled to vote of the Funds, represented in person or by proxy, will constitute a quorum at the Meeting. In the event that the necessary quorum to transact business or the vote required to approve or reject a Proposal is not obtained at the Meeting, the chairman of the meeting, an officer of the Trust or the Shareholders present or represented by proxy and entitled to vote thereat shall have the power to adjourn the meeting to permit further solicitation of Proxies. If the power of Shareholders to adjourn is invoked, then the affirmative vote of the holders of a majority of the Shares then present in person or represented by proxy shall be required to adjourn any meeting.
Where an adjournment is proposed because the necessary quorum to transact business is not obtained at the Meeting, the persons named as proxies will vote in favor of such adjournment provided that such persons named as proxies determine that such adjournment and additional solicitation is reasonable and in the interests of Shareholders based on all relevant factors, including the nature of the proposal, the percentage of Shareholders present, the nature of the proposed solicitation activities and the nature of the reasons for the further solicitation. Where an adjournment is proposed because the vote required to approve or reject a Proposal is not obtained at the Meeting, the persons named as proxies will vote in favor of such adjournment those Proxies which they are entitled to vote in favor of a Proposal and will vote against any such adjournment those Proxies required to be voted against a Proposal. Abstentions will not be voted either for or against any such adjournment.
Principal Underwriter, Investment Adviser and Administrator
Morgan Stanley Distribution, Inc., whose principal address is 522 Fifth Avenue, New York, NY 10036, is the principal underwriter for the Trust. Morgan Stanley Investment Management Inc., whose principal address is 522 Fifth Avenue, New York, NY 10036, serves as the Trust’s investment adviser and administrator.
Submission of Shareholder Proposals
The Trust is not required and does not intend to hold regular Shareholder meetings unless Shareholder action is required in accordance with the 1940 Act. Shareholders who would like to submit proposals for consideration at future Shareholder meetings of the Trust should send written proposals to Mary E. Mullin, Secretary, 522 Fifth Avenue, New York, NY 10036. To be considered for presentation at a Shareholders’ meeting, rules promulgated by the SEC require that, among other things, a Shareholder’s proposal must be received at the offices of the Trust 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 Board knows of no business, other than that set forth in the Notice of Special Meeting of Shareholders, to be presented for consideration at the Meeting. However, the Proxy Statement confers discretionary authority upon the persons named therein to vote as they determine on other business, not currently contemplated, which may come before the Meeting.
MARY E. MULLIN
Secretary
Dated: [July 27], 2018
Shareholders who do not expect to be present at the Meeting for the Trust 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 Voting Instruction Card and returning it in the enclosed envelope. No postage is required if mailed in the United States.
EXHIBIT A
PLAN OF LIQUIDATION
The following Plan of Liquidation (the “Plan”) of the European Equity Portfolio and the Limited Duration Portfolio (the “Funds”), each a series of Morgan Stanley Variable Investment Series (the “Trust”), a business trust organized and existing under the laws of the Commonwealth of Massachusetts, which operates as an open-end diversified management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), is intended to accomplish the complete liquidation of each Fund and the redemption of all of the issued and outstanding shares of each Fund in conformity with the provisions of the Trust’s Declaration of Trust, dated February 24, 1983, as amended (the “Declaration of Trust”), and under Massachusetts law.
WHEREAS, the Trust’s Board of Trustees (the “Board”) has deemed it advisable and in the best interests of each Fund and its shareholders for each Fund to liquidate its assets and to redeem all of its issued and outstanding shares, and the Board, on June 14, 2018, considered the matter and directed that such liquidation and such redemption, all pursuant to this Plan, be submitted to the shareholders of each Fund for their consideration and approval.
NOW, THEREFORE, the liquidation of each Fund and the redemption of all of the issued and outstanding shares of the Funds shall be carried out in the manner hereinafter set forth:
1. Effective Date of Plan. This Plan shall be and become effective with respect to each Fund upon written notice by the Trustees, or their designees, to all of the shareholders of the Fund and the approval of the Plan by a majority of the outstanding voting securities of the Fund, as defined under the Investment Company Act and in accordance with the Declaration of Trust (the “Effective Date”). Such notice to the shareholders of each Fund shall comply with Section 6.7 of the Declaration of Trust relating to notices to shareholders. The failure to obtain approval of the Plan by shareholders of one Fund shall not prevent the Plan from becoming effective with respect to the other Fund. The Effective Date of the Plan may differ with respect to each Fund.
2. Cessation of Business. After the Effective Date, each Fund shall not engage in any business activities except for the purpose of winding up its business and affairs, preserving the value of its assets and distributing its assets to its shareholders in redemption of the issued and outstanding shares of the Fund in accordance with the provisions of this Plan after the payment to (or reservation of assets for payment to) all creditors of the Fund; provided that the Fund shall, prior to the making of the final liquidating distribution, continue to honor requests for the purchase and redemption of shares as permitted in the Fund’s prospectus and may, as determined to be appropriate by the Board, make payment of dividends and other distributions to shareholders and permit the reinvestment thereof in additional shares, as applicable.
3. Liquidation of Assets. After the Effective Date, each Fund shall cause the liquidation of its assets to cash form as practicable consistent with the terms of the Plan.
4. Payment of Debts. As soon as practicable after the Effective Date, each Fund shall determine and pay (or reserve sufficient amounts to pay) the amount of all known or reasonably ascertainable liabilities of the Fund incurred or expected to be incurred prior to the date of the liquidating distribution provided in Section 5 below.
5. Liquidating Distribution. As soon as practicable after the Effective Date, each Fund will mail or wire, as applicable, the following to each shareholder of record who has not redeemed its shares: (i) one or more liquidating distributions equal to the shareholder’s proportionate interest in the remaining assets of the Fund (after the payments and creation of the reserves contemplated by Section 4 above) in redemption of all of the issued and outstanding shares of the Fund held by such shareholder, and (ii) information concerning the sources of the liquidating distribution.
6. Expenses of Liquidation and Dissolution. Except as may be otherwise agreed to between the Trust and its investment adviser, Morgan Stanley Investment Management Inc., all expenses incurred by or allocable to each Fund in carrying out this Plan, liquidating the Fund and redeeming the issued and outstanding shares of the Fund shall be borne by the respective Fund.
7. Power of the Board of Trustees. The Board and, subject to the general direction of the Board, the officers of the Trust, shall have authority to do or authorize any and all acts and things as provided for in this Plan and any and all such further acts and things as the Board or such officers, as the case may be, may consider necessary or desirable to carry out the purposes of this Plan, including without limitation, the execution and filing of all certificates, documents, notices, information returns, tax returns, forms, and other papers which may be necessary or appropriate to implement this Plan or which may be required by the provisions of the Investment Company Act, the Securities Act of 1933, as amended, and applicable Massachusetts law.
The death, resignation or other disability of any trustee or any officer of the Trust shall not impair the authority of the surviving or remaining trustees or officers to exercise any of the powers provided for in this Plan.
8. Amendment of the Plan. The Board shall have the authority to authorize such variations from or amendments to the provisions of this Plan (other than the terms of the liquidating distribution) as may be necessary or appropriate to effect the complete liquidation of each Fund, and the distribution of assets of each Fund to its shareholders in redemption of the issued and outstanding shares of the Fund, all in accordance with the purposes intended to be accomplished by this Plan.
9. Satisfaction of Federal Income and Excise Tax Distribution Requirements. At or immediately prior to the liquidation date, the Trust shall, if necessary, have declared and paid a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to the shareholders of each Fund all of the Fund’s investment company taxable income for taxable years ending at or prior to the liquidation date (computed without regard to any deduction for dividends paid) and all of its net capital gain, if any, realized in taxable years ending at or prior to the liquidation date (after reduction for any capital loss carry-forward) and any additional amounts necessary to avoid any income tax and excise tax for such periods. Such dividends may be paid either prior to or at the same time as the liquidating distributions.
10. Governing Law. This Plan shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts.
11. Other United States Federal Income Tax Matters. This Plan is intended to constitute a plan of liquidation for purposes of Section 331 of the Internal Revenue Code of 1986, as amended, and shall be interpreted and applied consistently therewith.
Morgan Stanley Variable Investment Series,
On behalf of the European Equity Portfolio and the Limited Duration Portfolio
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EVERY SHAREHOLDER’S VOTE IS IMPORTANT
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VOTING OPTIONS: | |
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VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours |
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VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours |
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VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope |
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VOTE IN PERSON Attend Shareholders Meeting 522 Fifth Avenue 3rd Floor, Room 3A New York, NY 10036 on September 12, 2018 |
Please detach at perforation before mailing.
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PROXY |
MORGAN STANLEY VARIABLE INVESTMENT SERIES |
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EUROPEAN EQUITY PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 12, 2018
This proxy is solicited on behalf of the Board of Trustees of Morgan Stanley Variable Investment Series – European Equity Portfolio (the “Portfolio”).
The undersigned hereby constitutes and appoints John H. Gernon, Mary E. Mullin and Francesca Mead, and each of them, as proxies for the undersigned, with full power of substitution and resubstitution, and hereby authorizes said proxies, and each of them, to represent and vote, as designated on the reverse side, all shares of the Portfolio held of record by the undersigned on July 12, 2018 at the Special Meeting of Shareholders to be held at 522 Fifth Avenue, 3rd Floor, Room 3A, New York, NY 10036, on September 12, 2018 at 9:00 a.m., Eastern Time, and at any adjournments or postponements thereof. The undersigned hereby revokes any and all proxies with respect to such shares heretofore given by the undersigned.
This proxy card, when properly executed, will be voted in the manner directed herein by the undersigned Shareholder, and, in the discretion of such proxies, upon any and all other matters as may properly come before the meeting or any adjournments or postponements thereof. If no direction is made, this proxy will be voted “FOR” the Proposal.
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VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 |
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EEP_30040_062518
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
Special Meeting of Shareholders to Be Held on September 12, 2018.
The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/mor-30040
Please detach at perforation before mailing.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: x
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THE BOARD RECOMMENDS THAT YOU CAST YOUR VOTE “FOR” THE PROPOSAL AS DESCRIBED IN THE PROXY STATEMENT. |
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To liquidate and dissolve the European Equity Portfolio pursuant to the Plan of Liquidation adopted by the Board, a form of which is attached hereto as Exhibit A, to the proxy statement accompanying this notice. |
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Any other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. |
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Authorized Signatures – This section must be completed for your vote to be counted.– Sign and Date Below |
Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
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Date (mm/dd/yyyy) – Please print date below |
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Signature 1 – Please keep signature within the box |
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Signature 2 – Please keep signature within the box |
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EVERY SHAREHOLDER’S VOTE IS IMPORTANT
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VOTING OPTIONS: | |
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VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours |
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VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours |
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VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope |
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VOTE IN PERSON Attend Shareholders Meeting 522 Fifth Avenue 3rd Floor, Room 3A New York, NY 10036 on September 12, 2018 |
Please detach at perforation before mailing.
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PROXY |
MORGAN STANLEY VARIABLE INVESTMENT SERIES |
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LIMITED DURATION PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 12, 2018
This proxy is solicited on behalf of the Board of Trustees of Morgan Stanley Variable Investment Series – Limited Duration Portfolio (the “Portfolio”).
The undersigned hereby constitutes and appoints John H. Gernon, Mary E. Mullin and Francesca Mead, and each of them, as proxies for the undersigned, with full power of substitution and resubstitution, and hereby authorizes said proxies, and each of them, to represent and vote, as designated on the reverse side, all shares of the Portfolio held of record by the undersigned on July 12, 2018 at the Special Meeting of Shareholders to be held at 522 Fifth Avenue, 3rd Floor, Room 3A, New York, NY 10036, on September 12, 2018 at 9:00 a.m., Eastern Time, and at any adjournments or postponements thereof. The undersigned hereby revokes any and all proxies with respect to such shares heretofore given by the undersigned.
This proxy card, when properly executed, will be voted in the manner directed herein by the undersigned Shareholder, and, in the discretion of such proxies, upon any and all other matters as may properly come before the meeting or any adjournments or postponements thereof. If no direction is made, this proxy will be voted “FOR” the Proposal.
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VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 |
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LDP_30040_062518
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
Special Meeting of Shareholders to Be Held on September 12, 2018.
The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/mor-30040
Please detach at perforation before mailing.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: x
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Proposal |
THE BOARD RECOMMENDS THAT YOU CAST YOUR VOTE “FOR” THE PROPOSAL AS DESCRIBED IN THE PROXY STATEMENT. |
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AGAINST |
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To liquidate and dissolve the Limited Duration Portfolio pursuant to the Plan of Liquidation |
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adopted by the Board, a form of which is attached hereto as Exhibit A, to the proxy statement accompanying this notice. |
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Any other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. |
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Authorized Signatures – This section must be completed for your vote to be counted.– Sign and Date Below |
Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
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Date (mm/dd/yyyy) – Please print date below |
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Signature 1 – Please keep signature within the box |
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Signature 2 – Please keep signature within the box |
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EVERY CONTRACT OWNER’S VOTE IS IMPORTANT
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VOTING OPTIONS: | |
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VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours |
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VOTE BY PHONE 1-866-298-8476 Follow the recorded instructions available 24 hours |
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VOTE BY MAIL Vote, sign and date this Voting Instruction Card and return in the postage-paid envelope |
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VOTE IN PERSON Attend Shareholders Meeting 522 Fifth Avenue 3rd Floor, Room 3A, New York, NY 10036 on September 12, 2018 |
Please detach at perforation before mailing.
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VOTING INSTRUCTION CARD |
MORGAN STANLEY VARIABLE INVESTMENT SERIES |
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EUROPEAN EQUITY PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 12, 2018
[INSURANCE COMPANY NAME DROP-IN]
This Instruction Card is solicited by the above named insurance company seeking voting instructions with respect to shares of Morgan Stanley Variable Investment Series – European Equity Portfolio, for which it is the record or beneficial owner on your behalf.
The undersigned contract/policy owner hereby instructs that the votes attributable to the undersigned’s shares with respect to the Fund be cast as directed on the reverse side at the Special Meeting of Shareholders to be held at 522 Fifth Avenue, 3rd Floor, in Conference Room 3A, New York, NY 10036 on September 12, 2018 at 9:00 a.m., New York Time, and at any adjournments or postponements thereof (the “Meeting”). The undersigned, by completing this Instruction Card, does hereby authorize the above named insurance company to exercise its discretion in voting upon such other business as may properly come before the Meeting or any adjournments or postponements thereof.
The Voting Instruction Card, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made, the votes attributable to this Voting Instruction Card will be voted FOR the proposal listed on the reverse side. Shares of the Fund for which no instructions are received will be voted in the same proportion as votes for which instructions are received for the Fund.
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-866-298-8476
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EEP_30040_062218_VI
EVERY CONTRACT OWNER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
Special Meeting of Shareholders to Be Held on September 12, 2018.
The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/mor-30040
Please detach at perforation before mailing.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: x
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Proposal |
THE BOARD RECOMMENDS THAT YOU CAST YOUR VOTE “FOR” THE PROPOSAL AS DESCRIBED IN THE PROXY STATEMENT. |
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FOR |
AGAINST |
ABSTAIN | |
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To liquidate and dissolve the European Equity Portfolio pursuant to the Plan of Liquidation adopted by the Board, a form of which is attached hereto as Exhibit A, to the proxy statement accompanying this notice. |
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Any other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. |
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Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below |
Note: Please sign exactly as your name(s) appear(s) on this Voting Instruction Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
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Date (mm/dd/yyyy) – Please print date below |
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Signature 1 – Please keep signature within the box |
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Signature 2 – Please keep signature within the box |
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Scanner bar code |
EVERY CONTRACT OWNER’S VOTE IS IMPORTANT
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VOTING OPTIONS: | |
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VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours |
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VOTE BY PHONE 1-866-298-8476 Follow the recorded instructions available 24 hours |
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Vote, sign and date this Voting Instruction Card and return in the postage-paid envelope |
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VOTE IN PERSON Attend Shareholders Meeting 522 Fifth Avenue 3rd Floor, Room 3A New York, NY 10036 on September 12, 2018 |
Please detach at perforation before mailing.
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VOTING INSTRUCTION CARD |
MORGAN STANLEY VARIABLE INVESTMENT SERIES LIMITED DURATION PORTFOLIO SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 12, 2018 |
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[INSURANCE COMPANY NAME DROP-IN]
This Instruction Card is solicited by the above named insurance company seeking voting instructions with respect to shares of Morgan Stanley Variable Investment Series – Limited Duration Portfolio, for which it is the record or beneficial owner on your behalf.
The undersigned contract/policy owner hereby instructs that the votes attributable to the undersigned’s shares with respect to the Fund be cast as directed on the reverse side at the Special Meeting of Shareholders to be held at 522 Fifth Avenue, 3rd Floor, in Conference Room 3A, New York, NY 10036 on September 12, 2018 at 9:00 a.m., New York Time, and at any adjournments or postponements thereof (the “Meeting”). The undersigned, by completing this Instruction Card, does hereby authorize the above named insurance company to exercise its discretion in voting upon such other business as may properly come before the Meeting or any adjournments or postponements thereof.
The Voting Instruction Card, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made, the votes attributable to this Voting Instruction Card will be voted FOR the proposal listed on the reverse side. Shares of the Fund for which no instructions are received will be voted in the same proportion as votes for which instructions are received for the Fund.
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VOTE VIA THE INTERNET: www.proxy-direct.com |
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VOTE VIA THE TELEPHONE: 1-866-298-8476 |
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LDP_30040_062218_VI
EVERY CONTRACT OWNER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
Special Meeting of Shareholders to Be Held on September 12, 2018.
The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/mor-30040
Please detach at perforation before mailing.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: x
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Proposal |
THE BOARD RECOMMENDS THAT YOU CAST YOUR VOTE “FOR” THE PROPOSAL AS DESCRIBED IN THE PROXY STATEMENT. |
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FOR |
AGAINST |
ABSTAIN | |
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1. |
To liquidate and dissolve the Limited Duration Portfolio pursuant to the Plan of Liquidation adopted |
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by the Board, a form of which is attached hereto as Exhibit A, to the proxy statement accompanying this notice. |
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2. |
Any other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. |
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Authorized Signatures – This section must be completed for your vote to be counted.– Sign and Date Below |
Note: Please sign exactly as your name(s) appear(s) on this Voting Instruction Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
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Date (mm/dd/yyyy) – Please print date below |
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Signature 1 – Please keep signature within the box |
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Signature 2 – Please keep signature within the box |
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Scanner bar code |
