-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GYAzQPM9eM8TsPisr3sdMIL0FL2mE8C6zoOB5K55AWZHH3wHxxaFrkJwtD4URhNM UJzh0xafUdWy4rvxoaIjbA== 0001104659-10-000697.txt : 20100107 0001104659-10-000697.hdr.sgml : 20100107 20100107135709 ACCESSION NUMBER: 0001104659-10-000697 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20091031 FILED AS OF DATE: 20100107 DATE AS OF CHANGE: 20100107 EFFECTIVENESS DATE: 20100107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TURKISH INVESTMENT FUND, INC. CENTRAL INDEX KEY: 0000856218 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-05921 FILM NUMBER: 10514386 BUSINESS ADDRESS: STREET 1: 73 TREMONT STREET STREET 2: 8TH FLOOR CITY: BOSTON STATE: MA ZIP: 02108-3913 BUSINESS PHONE: 212 296-6963 MAIL ADDRESS: STREET 1: 522 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: TURKISH INVESTMENT FUND INC DATE OF NAME CHANGE: 19920703 N-CSR 1 a09-32966_5ncsr.htm N-CSR

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number

811-05921

 

THE TURKISH INVESTMENT FUND, INC.

(Exact name of registrant as specified in charter)

 

522 FIFTH AVENUE NEW YORK, NY

 

10036

(Address of principal executive offices)

 

(Zip code)

 

RANDY TAKIAN
522 FIFTH AVENUE NEW YORK, NY 10036

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

1-800-231-2608

 

 

Date of fiscal year end:

10/31

 

 

Date of reporting period:

10/31/09

 

 

Form N-CSR is to be used by management investment companies to file reports  with the Commission not later than 10 days after the transmission to  stockholders of any report that is required to be transmitted to stockholders  under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).  The Commission may use the information provided on Form N-CSR in its  regulatory, disclosure review, inspection, and policymaking roles.

 

A registrant is required to disclose the information specified by Form N-CSR,  and the Commission will make this information public. A registrant is not  required to respond to the collection of information contained in Form N-CSR  unless the Form displays a currently valid Office of Management and Budget  ("OMB") control number. Please direct comments concerning the accuracy of the  information collection burden estimate and any suggestions for reducing the  burden to Secretary, Securities and Exchange Commission, 450 Fifth Street,  NW, Washington, DC 20549-0609. The OMB has reviewed this collection of  information under the clearance requirements of 44 U.S.C. Section 3507.

 



 

ITEM 1.  REPORTS TO STOCKHOLDERS.

 

The Fund’s annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 is as follows:

 



 

INVESTMENT MANAGEMENT

 

 

The Turkish Investment Fund, Inc. (TKF)

 

Morgan Stanley

Investment Management Inc.

Investment Adviser

 

 

Annual Report

 

October 31, 2009

 



 

The Turkish Investment Fund, Inc.

October 31, 2009 (unaudited)

 

Letter to Stockholders

 

Performance

 

For the year ended October 31, 2009, The Turkish Investment Fund, Inc. (the “Fund”) had total returns of 75.98%, based on net asset value, and 93.55% based on market value per share (including reinvestment of distributions), compared to its benchmark, the U.S. dollar adjusted Morgan Stanley Capital International (MSCI) Turkey Index (the “Index”), which returned 68.21%. On October 31, 2009, the closing price of the Fund’s shares on the New York Stock Exchange was $12.00, representing a 8.0% discount to the Fund’s net asset value per share. Past performance is no guarantee of future results.

 

Factors Affecting Performance

 

·

In the 12-month period ending October 31, 2009, the emerging markets bounced backed from their worst performance in more than 20 years. The markets have been supported by a combination of U.S. stimulus and quantitative easing, an improvement in global credit markets and positive economic momentum from emerging market countries, particularly China.

 

 

·

For the same period, Turkey was up 68.2%, as measured by the MSCI Turkey Index. The banking system in Turkey has performed exceptionally well, despite the sharp economic slowdown. Following the 2001 crisis, significant reforms were implemented in the banking system, which have helped Turkey weather the storm.

 

 

·

Relative to the Index, stock selection was a positive contributor to the Fund’s performance, particularly in the materials, financials, consumer staples and consumer discretionary sectors. Underweight allocations to the materials and telecommunications sectors further bolstered relative performance.

 

 

·

However, an overweight to the utilities sector detracted from relative returns.

 

Management Strategies

 

·

The Fund continued to integrate top-down sector allocation and bottom-up stock selection with a growth bias, utilizing a rigorous fundamental research approach that considers dynamics, valuation and sentiment. We have added to consumer staples, given their recent underperformance, and maintain a large weight in banks. We believe consumer stocks with exposure to emerging markets should show steady growth given the relatively low consumer leverage in many developing countries. According to our research, the balance sheets of companies in the consumer space also generally tend to be of better quality with a higher return on equity.

 

2



 

The Turkish Investment Fund, Inc.

October 31, 2009 (unaudited)

 

Letter to Stockholders (cont’d)

 

·

In our view, the key to Turkey’s success in the future will be the need to return to fiscal discipline. The central bank has injected money into the system by lending in the interbank market at a discount rate lower than the current cost of deposits. This is an attempt to lower deposit rates, which in turn will lower lending rates and allow monetary policy to work. Assuming that government spending does not get out of control, by our estimates, Turkey may generate a GDP growth rate of 4% to 5%, driven by a resumption of growth in credit and hence consumption. With historically low interest rates, there is scope for the banks to start lending into this highly underpenetrated market, which we believe should result in an attractive growth profile.

 

Sincerely,

 

 

 

 

 

 

Randy Takian

 

President and Principal Executive Officer

November 2009

 

3



 

The Turkish Investment Fund, Inc.

October 31, 2009 (unaudited)

 

Investment Advisory Agreement Approval

 

Nature, Extent and Quality of Services

 

The Directors reviewed and considered the nature and extent of the investment advisory services provided by the Adviser (as defined herein) under the investment advisory and management agreement, including portfolio management, investment research and equity and fixed income securities trading. The Directors also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Fund’s Adviser under the administration agreement, including accounting, clerical, bookkeeping, compliance, business management and planning, and the provision of supplies, office space and utilities at the Adviser’s expense. (The advisory and administration agreements together are referred to as the “Management Agreement.”) The Directors also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as reported to the Directors by Lipper Inc. (“Lipper”).

 

The Directors reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Directors determined that the Adviser’s portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Directors concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund. The Directors also concluded that the overall quality of the advisory and administrative services was satisfactory.

 

Performance, Fees and Expenses of the Fund

 

The Directors reviewed the performance, fees and expenses of the Fund compared to its peers, as determined by Lipper, and to appropriate benchmarks where applicable. The Directors discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. When considering a fund’s performance, the Directors and the Adviser place emphasis on trends and longer-term returns (focusing on one-year, three-year and five-year performance as of December 31, 2008, or since inception, as applicable). When a fund underperforms its benchmark and/or its peer group average, the Directors and the Adviser discuss the causes of such underperformance and, where necessary, they discuss specific changes to investment strategy or investment personnel. The Directors noted that the Fund’s performance was below its peer group average for the one-, three- and five-year periods. The Directors discussed with the Adviser the level of the advisory and administration fees (together, the “management fee”) for this Fund relative to comparable funds advised by the Adviser and compared to its peers as determined by Lipper. In addition to the management fee, the Directors also reviewed the Fund’s total expense ratio. The Directors noted that the management fee and total expense ratio were lower than the peer group average. After discussion, the Directors concluded that the total expense ratio and management fee were competitive with the peer group average, and the Fund’s performance was acceptable.

 

Economies of Scale

 

The Directors considered the size and growth prospects of the Fund and how that relates to the Fund’s total expense ratio and particularly the Fund’s management fee rate, which includes breakpoints. In conjunction with its review of the Adviser’s profitability, the Directors discussed with the Adviser how a change in assets can affect the efficiency or effectiveness of managing the Fund and whether the management fee level is appropriate relative to current and projected asset levels and/or whether the management fee structure reflects economies of scale as asset levels change. The Directors considered that, with respect to closed-end funds, the assets

 

4



 

The Turkish Investment Fund, Inc.

October 31, 2009 (unaudited)

 

Investment Advisory Agreement Approval (cont’d)

 

are not likely to grow with new sales or grow significantly as a result of capital appreciation. The Directors concluded that economies of scale for the Fund were not a factor that needed to be considered at the present time.

 

Profitability of the Adviser and Affiliates

 

The Directors considered information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. The Directors have determined that its review of the analysis of the Adviser’s expenses and profitability supports its decision to approve the Management Agreement.

 

Other Benefits of the Relationship

 

The Directors considered other benefits to the Adviser and its affiliates derived from their relationship with the Fund and other funds advised by the Adviser. These benefits may include, among other things, “float” benefits derived from handling of checks for purchases and sales, research received by the Adviser generated from commission dollars spent on funds’ portfolio trading and fees for distribution and/or shareholder servicing. The Directors reviewed with the Adviser each of these arrangements and the reasonableness of its costs relative to the services performed. The Directors have determined that its review of the other benefits received by the Adviser or its affiliates supports its decision to approve the Management Agreement.

 

Resources of the Adviser and Historical Relationship Between the Fund and the Adviser

 

The Directors considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Directors also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund’s operations and the Directors’ confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Directors concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement and that it is beneficial for the Fund to continue its relationship with the Adviser.

 

Other Factors and Current Trends

 

The Directors considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund’s Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund’s business.

 

General Conclusion

 

After considering and weighing all of the above factors, the Directors concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year. In reaching this conclusion the Directors did not give particular weight to any single factor referenced above. The Directors considered these factors over the course of numerous meetings, some of which were in executive session with only the Independent Directors and their counsel present. It is possible that individual Directors may have weighed these factors differently in reaching their individual decisions to approve the Management Agreement.

 

5



 

The Turkish Investment Fund, Inc.

October 31, 2009

 

Portfolio of Investments

 

 

 

Shares

 

Value
(000)

 

COMMON STOCKS (99.5%)

 

 

 

 

 

Automobiles (1.8%)

 

 

 

 

 

Tofus Turk Otomobil Fabrikasa A.S.

 

694,784

 

$

1,732

 

 

 

 

 

 

 

Beverages (13.1%)

 

 

 

 

 

Anadolu Efes Biracilik Ve Malt Sanayii A.S.

 

676,780

 

7,672

 

Coca-Cola Icecek A.S.

 

664,736

 

5,128

 

 

 

 

 

12,800

 

Commercial Banks (41.2%)

 

 

 

 

 

Turkiye Garanti Bankasi A.S.

 

5,689,477

 

20,395

 

Turkiye Halk Bankasi A.S.

 

1,005,321

 

5,938

 

Turkiye Is Bankasi, Class C

 

1,100,641

 

4,134

 

Turkiye Vakiflar Bankasi T.A.O., Class D (a)

 

2,348,050

 

5,653

 

Yapi ve Kredi Bankasi A.S. (a)

 

2,064,400

 

4,211

 

 

 

 

 

40,331

 

Construction Materials (3.1%)

 

 

 

 

 

Akcansa Cimento Sanayi ve Ticaret A.S.

 

761,207

 

3,006

 

 

 

 

 

 

 

Diversified Financial Services (3.9%)

 

 

 

 

 

Haci Omer Sabanci Holding A.S.

 

1,057,570

 

3,857

 

 

 

 

 

 

 

Diversified Telecommunication Services (6.4%)

 

 

 

 

 

Turk Telekomunikasyon A.S.

 

2,073,742

 

6,270

 

 

 

 

 

 

 

Food & Staples Retailing (4.7%)

 

 

 

 

 

BIM Birlesik Magazalar A.S.

 

125,801

 

4,569

 

 

 

 

 

 

 

Independent Power Producers & Energy Traders (5.7%)

 

 

 

 

 

Akenerji Elektrik Uretim A.S.

 

618,968

 

5,550

 

 

 

 

 

 

 

Oil, Gas & Consumable Fuels (9.5%)

 

 

 

 

 

Tupras Turkiye Petrol Rafine

 

541,974

 

9,258

 

 

 

 

 

 

 

Real Estate (5.6%)

 

 

 

 

 

Sinpas Gayrimenkul Yatirim Ortakligi A.S. REIT

 

3,876,791

 

5,446

 

 

 

 

 

 

 

Wireless Telecommunication Services (4.5%)

 

 

 

 

 

Turkcell Iletisim Hizmet A.S.

 

627,176

 

4,147

 

Turkcell Iletisim Hizmet A.S. ADR

 

17,000

 

279

 

 

 

 

 

4,426

 

TOTAL COMMON STOCKS (Cost $69,889)

 

 

 

97,245

 

 

 

 

 

 

 

SHORT-TERM INVESTMENT (0.6%)

 

 

 

 

 

Investment Company (0.6%)

 

 

 

 

 

Morgan Stanley Institutional Liquidity Funds — Money Market Portfolio — Institutional Class (b)
(Cost $627)

 

626,899

 

627

 

TOTAL INVESTMENTS (100.1%) (Cost $70,516) (c)

 

 

 

97,872

 

LIABILITIES IN EXCESS OF OTHER ASSETS (-0.1%)

 

 

 

(139

)

NET ASSETS (100%)

 

 

 

$

97,733

 

 


(a)

Non-income producing security.

(b)

See Note G within the Notes to Financial Statements regarding investment in Morgan Stanley Institutional Liquidity Funds — Money Market Portfolio — Institutional Class.

(c)

The approximate market value and percentage of total investments, $96,966,000 and 99.1%, respectively, represent the securities that have been fair valued under the fair valuation policy for international investments as described in Note A within the Notes to Financial Statements.

ADR —

American Depositary Receipt

REIT —

Real Estate Investment Trust

 

Foreign Currency Exchange Contracts Information:

 

The Fund had the following foreign currency exchange contract(s) open at period end:

 

Currency
to
Deliver
(000)

 

Value
(000)

 

Settlement
Date

 

In
Exchange
For
(000)

 

Value
(000)

 

Net
Unrealized
Appreciation
(Depreciation)
(000)

 

USD

6

 

$

6

 

11/2/09

 

TRY

 

8

 

$

6

 

$

@

USD

1

 

1

 

11/2/09

 

TRY

 

2

 

1

 

@

USD

3

 

3

 

11/3/09

 

TRY

 

5

 

3

 

@

 

 

$

10

 

 

 

 

 

 

 

$

10

 

$

@

 


TRY —  Turkish Lira

USD —  United States Dollar

@ Value is less than $500.

 

 6

The accompanying notes are an integral part of the financial statements.

 

 



 

The Turkish Investment Fund, Inc.

October 31, 2009

 

Portfolio of Investments (cont’d)

 

Fair Value Measurement Information:

 

The following is a summary of the inputs used to value the Fund’s net assets as of October 31, 2009. (See Note A-5 to the financial statements for further information regarding fair value measurement.)

 

Investment Type

 

Level 1
Quoted
prices
(000)

 

Level 2
Other
significant
observable
inputs
(000)

 

Level 3
Significant
unobservable
inputs
(000)

 

Total
(000)

 

Assets:

 

 

 

 

 

 

 

 

 

Common Stocks

 

 

 

 

 

 

 

 

 

Automobiles

 

$

 

$

1,732

 

$

 

$

1,732

 

Beverages

 

 

12,800

 

 

12,800

 

Commercial Banks

 

 

40,331

 

 

40,331

 

Construction Materials

 

 

3,006

 

 

3,006

 

Diversified Financial Services

 

 

3,857

 

 

3,857

 

Diversified Telecommunication Services

 

 

6,270

 

 

6,270

 

Food & Staples Retailing

 

 

4,569

 

 

4,569

 

Independent Power Producers & Energy Traders

 

 

5,550

 

 

5,550

 

Oil, Gas & Consumable Fuels

 

 

9,258

 

 

9,258

 

Real Estate

 

 

5,446

 

 

5,446

 

Wireless Telecommunication Services

 

279

 

4,147

 

 

4,426

 

Total Common Stocks

 

279

 

96,966

 

 

97,245

 

Foreign Currency Exchange Contracts

 

 

@

 

@

Short-Term Investment

 

 

 

 

 

 

 

 

 

Investment Company

 

627

 

 

 

627

 

Total Assets

 

906

 

96,966

 

 

97,872

 

Liabilities:

 

 

 

 

 

 

 

 

 

Foreign Currency Exchange Contracts

 

 

@

 

@

Total Liabilities

 

 

@

 

@

Total

 

$

906

 

$

96,966

 

$

 

$

97,872

 

 

Portfolio Composition

 

Classification

 

Percentage of
Total Investments

 

Commercial Banks

 

41.2

%

Beverages

 

13.1

 

Oil, Gas & Consumable Fuels

 

9.4

 

Diversified Telecommunication Services

 

6.4

 

Independent Power Producers & Energy Traders

 

5.7

 

Real Estate

 

5.6

 

Other*

 

18.0

 

Short-Term Investment

 

0.6

 

Total Investments

 

100.0

%

 


*  Industries representing less than 5% of total investments.

 

 

The accompanying notes are an integral part of the financial statements.

7

 



 

The Turkish Investment Fund, Inc.

October 31, 2009

 

Financial Statements

 

Statement of Assets and Liabilities

 

 

 

October 31, 2009
(000)

 

Assets:

 

 

 

Investments in Securities of Unaffiliated Issuers, at Value (Cost $69,889)

 

$

97,245

 

Investment in Security of Affiliated Issuer, at Value (Cost $627)

 

627

 

Total Investments in Securities, at Value (Cost $70,516)

 

97,872

 

Foreign Currency, at Value (Cost $18)

 

18

 

Unrealized Appreciation on Foreign Currency Exchange Contracts

 

@

Receivable from Affiliate

 

@

Dividends Receivable

 

@

Other Assets

 

6

 

Total Assets

 

97,896

 

Liabilities:

 

 

 

Payable For:

 

 

 

Investment Advisory Fees

 

74

 

Professional Fees

 

42

 

Custodian Fees

 

19

 

Investments Purchased

 

11

 

Administration Fees

 

4

 

Unrealized Depreciation on Foreign Currency Exchange Contracts

 

@

Other Liabilities

 

13

 

Total Liabilities

 

163

 

Net Assets

 

 

 

Applicable to 7,492,118 Issued and Outstanding $0.01 Par Value Shares (30,000,000 Shares Authorized)

 

$

97,733

 

Net Asset Value Per Share

 

$

13.04

 

Net Assets Consist of:

 

 

 

Common Stock

 

$

75

 

Paid-in Capital

 

92,934

 

Undistributed Net Investment Income

 

1,000

 

Accumulated Net Realized Loss

 

(23,631

)

Unrealized Appreciation (Depreciation) on Investments and Foreign Currency Exchange Contracts and Translations

 

27,355

 

Net Assets

 

$

97,733

 

 

@ Amount is less than $500.

 

 8

The accompanying notes are an integral part of the financial statements.

 



 

The Turkish Investment Fund, Inc.

October 31, 2009

 

Financial Statements (cont’d)

 

Statement of Operations

 

 

 

Year Ended
October 31, 2009
(000)

 

Investment Income:

 

 

 

Dividends from Securities of Unaffiliated Issuers (Net of $146 of Foreign Taxes Withheld)

 

$

1,772

 

Interest from Securities of Unaffiliated Issuers

 

133

 

Dividends from Security of Affiliated Issuer

 

6

 

Total Investment Income

 

1,911

 

Expenses:

 

 

 

Investment Advisory Fees (Note B)

 

599

 

Custodian Fees (Note D)

 

87

 

Professional Fees

 

66

 

Proxy Fees

 

65

 

Administration Fees (Note C)

 

53

 

Stockholder Reporting Expenses

 

21

 

Stockholder Servicing Agent Fees

 

9

 

Directors’ Fees and Expenses

 

2

 

Other Expenses

 

29

 

Total Expenses

 

931

 

Waiver of Administration Fees (Note C)

 

(13

)

Rebate from Morgan Stanley Affiliates (Note G)

 

(1

)

Net Expenses

 

917

 

Net Investment Income

 

994

 

Net Realized Gain (Loss) on:

 

 

 

Investments

 

(21,027

)

Foreign Currency Exchange Contracts

 

(562

)

Foreign Currency Transactions

 

562

 

Net Realized Loss

 

(21,027

)

Change in Unrealized Appreciation (Depreciation) on:

 

 

 

Investments

 

62,141

 

Foreign Currency Exchange Contracts

 

11

 

Foreign Currency Translations

 

(44

)

Change in Unrealized Appreciation (Depreciation)

 

62,108

 

Net Realized Loss and Change in Unrealized Appreciation (Depreciation)

 

41,081

 

Net Increase in Net Assets Resulting from Operations

 

$

42,075

 

 

 

The accompanying notes are an integral part of the financial statements.

9



 

The Turkish Investment Fund, Inc.

October 31, 2009

 

Financial Statements (cont’d)

 

Statements of Changes in Net Assets

 

 

 

Year Ended
October 31,
2009
(000)

 

Year Ended
October 31,
2008
(000)

 

Increase (Decrease) in Net Assets

 

 

 

 

 

Operations:

 

 

 

 

 

Net Investment Income

 

$

994

 

$

988

 

Net Realized Loss

 

(21,027

)

(2,666

)

Net Change in Unrealized Appreciation (Depreciation)

 

62,108

 

(100,743

)

Net Increase (Decrease) in Net Assets Resulting from Operations

 

42,075

 

(102,421

)

Distributions from and/or in Excess of:

 

 

 

 

 

Net Investment Income

 

 

(2,288

)

Net Realized Gain

 

 

(19,664

)

Total Distributions

 

 

(21,952

)

Capital Share Transactions:

 

 

 

 

 

Reinvestment of Distributions (0 and 13,641 shares)

 

 

260

 

Repurchase of Shares (10,700 and 10,083 shares)

 

(61

)

(207

)

Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions

 

(61

)

53

 

Total Increase (Decrease)

 

42,014

 

(124,320

)

Net Assets:

 

 

 

 

 

Beginning of Period

 

55,719

 

180,039

 

End of Period (Including Undistributed Net Investment Income of $1,000 and $6)

 

$

97,733

 

$

55,719

 

 

 10

The accompanying notes are an integral part of the financial statements.

 



 

The Turkish Investment Fund, Inc.

October 31, 2009

 

Financial Highlights

Selected Per Share Data and Ratios

 

 

 

Year Ended October 31,

 

 

 

2009

 

2008

 

2007

 

2006

 

2005

 

Net Asset Value, Beginning of Period

 

$

7.43

 

$

24.01

 

$

18.86

 

$

16.89

 

$

11.26

 

Net Investment Income†

 

0.13

 

0.13

 

0.12

 

0.16

 

0.21

 

Net Realized and Unrealized Gain (Loss) on Investments

 

5.48

 

(13.77

)

9.30

 

3.50

 

5.50

 

Total from Investment Operations

 

5.61

 

(13.64

)

9.42

 

3.66

 

5.71

 

Distributions from and/or in excess of:

 

 

 

 

 

 

 

 

 

 

 

Net Investment Income

 

 

(0.31

)

(0.23

)

(0.40

)

(0.08

)

Net Realized Gain

 

 

(2.63

)

(4.04

)

(1.03

)

 

Total Distributions

 

 

(2.94

)

(4.27

)

(1.43

)

(0.08

)

Dilutive Effect of Shares Issued through Rights Offering and Offering Costs

 

 

 

(0.00

)‡

(0.26

)

 

Anti-Dilutive Effect of Share Repurchase Program

 

0.00

0.00

 

 

 

Net Asset Value, End of Period

 

$

13.04

 

$

7.43

 

$

24.01

 

$

18.86

 

$

16.89

 

Per Share Market Value, End of Period

 

$

12.00

 

$

6.20

 

$

21.11

 

$

17.96

 

$

18.55

 

TOTAL INVESTMENT RETURN:

 

 

 

 

 

 

 

 

 

 

 

Market Value

 

93.55

%

(66.09

)%

51.24

%

2.48

%

59.60

%

Net Asset Value(1)

 

75.98

%

(64.37

)%

63.80

%

18.13

%

50.83

%

RATIOS, SUPPLEMENTAL DATA:

 

 

 

 

 

 

 

 

 

 

 

Net Assets, End of Period (Thousands)

 

$

97,733

 

$

55,719

 

$

180,039

 

$

139,439

 

$

94,931

 

Ratio of Expenses to Average Net Assets(2)

 

1.38

%+

1.12

%+

1.08

%+

1.17

%

1.23

%

Ratio of Net Investment Income to Average Net Assets(2)

 

1.49

%+

0.85

%+

0.67

%+

0.83

%

1.43

%

Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets

 

0.00

0.00

0.00

N/A

 

N/A

 

Portfolio Turnover Rate

 

56

%

38

%

65

%

81

%

63

%

 

 

 

 

 

 

 

 

 

 

 

 

(2) Supplemental Information on the Ratios to Average Net Assets:

 

 

 

 

 

 

 

 

 

 

 

Ratios Before Expenses Waived by Administrator:

 

 

 

 

 

 

 

 

 

 

 

Ratio of Expenses to Average Net Assets

 

1.40

%+

1.16

%+

1.12

%+

1.21

%

1.26

%

Ratio of Net Investment Income to Average Net Assets

 

1.47

%+

0.81

%+

0.63

%+

0.80

%

1.40

%

 

(1)   Total investment return based on net asset value per share reflects the effects of changes in net asset value on the performance of the Fund during each period, and assumes dividends and distributions, if any, were reinvested. This percentage is not an indication of the performance of a stockholder’s investment in the Fund based on market value due to differences between the market price of the stock and the net asset value per share of the Fund.

      Per share amount is based on average shares outstanding.

      Amount is less than $0.005 per share.

+      The Ratio of Expenses and Net Investment Income reflect the rebate of certain Fund expenses in connection with the investments in Morgan Stanley affiliates during the period. The effect of the rebate on the ratios is disclosed in the above table as “Ratio of Rebate from Morgan Stanley Affiliates to Average Net Assets”.

§      Amount is less than 0.005%

 

 

The accompanying notes are an integral part of the financial statements.

11



 

The Turkish Investment Fund, Inc.

October 31, 2009

 

Notes to Financial Statements

 

The Turkish Investment Fund, Inc. (the “Fund”) was incorporated in Maryland on September 27, 1988 and is registered as a non-diversified, closed-end management investment company under the Investment Company Act of 1940 (the “1940 Act”), as amended. The Fund’s investment objective is long-term capital appreciation through investments primarily in equity securities of Turkish corporations. To the extent that the Fund invests in derivative instruments that the Adviser believes have economic characteristics similar to equity securities of Turkish corporations, such investments will be counted for purposes of the Fund’s policy in the previous sentence. To the extent the Fund makes such investments, the Fund will be subject to the risks of such derivative instruments as described herein.

 

A.    Significant Accounting Policies: The following significant accounting policies are in conformity with U.S. generally accepted accounting principles. Such policies are consistently followed by the Fund in the preparation of its financial statements. U.S. generally accepted accounting principles may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates.

 

1.     Security Valuation: Securities listed on a foreign exchange are valued at their closing price, except as noted below. Unlisted securities and listed securities not traded on the valuation date for which market quotations are readily available are valued at the mean between the current bid and asked prices obtained from reputable brokers. Equity securities listed on a U.S. exchange are valued at the latest quoted sales price on the valuation date. Equity securities listed or traded on NASDAQ, for which market quotations are available, are valued at the NASDAQ Official Closing Price. Debt securities purchased with remaining maturities of 60 days or less are valued at amortized cost, unless the Board of Directors (the “Directors”) determines such valuation does not reflect the securities’ market value, in which case these securities will be valued at their fair value as determined by the Directors.

 

All other securities and investments for which market values are not readily available, including restricted securities, and those securities for which it is inappropriate to determine prices in accordance with the aforementioned procedures, are valued at fair value as determined in good faith under procedures adopted by the Directors, although the actual calculations may be done by others. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer’s financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.

 

Most foreign markets close before the New York Stock Exchange (NYSE). Occasionally, developments that could affect the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business on the NYSE. If these developments are expected to materially affect the value of the securities, the valuations may be adjusted to reflect the estimated fair value as of the close of the NYSE, as determined in good faith under procedures established by the Directors.

 

2.     Foreign Currency Translation: The books and records of the Fund are maintained in U.S. dollars. Amounts denominated in Turkish lira are translated into U.S. dollars at the mean of the bid and asked prices of such currency against U.S. dollars last quoted by a major bank as follows:

 

—investments, other assets and liabilities at the prevailing rate of exchange on the valuation date;

 

12



 

The Turkish Investment Fund, Inc.

October 31, 2009

 

Notes to Financial Statements (cont’d)

 

—investment transactions and investment income at the prevailing rate of exchange on the dates of such transactions.

 

Although the net assets of the Fund are presented at the foreign exchange rate and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rate from the fluctuations arising from changes in the market prices of the securities held at period end. Similarly, the Fund does not isolate the effect of changes in the foreign exchange rate from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) due to securities transactions are included in the reported net realized and unrealized gains (losses) on investment transactions and balances.

 

Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from sales and maturities of foreign currency exchange contracts, disposition of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amount of investment income and foreign withholding taxes recorded on the Fund’s books, and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of unrealized appreciation (depreciation) on investments and foreign currency translations in the Statement of Assets and Liabilities. The change in net unrealized currency gains (losses) on foreign currency translations for the period is reflected in the Statement of Operations.

 

A significant portion of the Fund’s net assets consists of equity securities denominated in Turkish lira. Changes in currency exchange rates will affect the value of and investment income from such securities. Turkish securities are often subject to greater price volatility, limited capitalization and liquidity, and higher rates of inflation than securities of companies based in the United States. In addition, Turkish securities may be subject to substantial governmental involvement in the economy and greater social, economic and political uncertainty.

 

3.     Derivatives: The Fund may use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based on the value of another underlying asset, interest rate, index or financial instrument. A derivative instrument often has risks similar to its underlying instrument and may have additional risks, including imperfect correlation between the value of the derivative and the underlying instrument, risks of default by the other party to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which they relate, and risks that the transactions may not be liquid. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. All of the Fund’s portfolio holdings, including derivative instruments, are marked to market each day with the change in value reflected in unrealized appreciation (depreciation). Upon disposition, a realized gain or loss is generally recognized.

 

Certain derivative transactions may give rise to a form of leverage. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements,

 

13



 

The Turkish Investment Fund, Inc.

October 31, 2009

 

Notes to Financial Statements (cont’d)

 

pursuant to applicable SEC rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Investment Adviser and/or Sub-Adviser seek to use derivatives to further the Fund’s investment objectives, there is no assurance that the use of derivatives will achieve this result.

 

Following is a description of the derivative instruments and techniques that the Fund may use and their associated risks:

 

Foreign Currency Forward Contracts: In connection with its investments in foreign securities, the Fund may enter into contracts with banks, brokers or dealers to purchase or sell securities or foreign currencies at a future date (“forward contracts”). A foreign currency forward contract is a negotiated agreement between the contracting parties to exchange a specified amount of currency at a specified future time at a specified rate. The rate can be higher or lower than the spot rate between the currencies that are the subject of the contract. Forward foreign currency exchange contracts may be used to protect against uncertainty in the level of future foreign currency exchange rates or to gain or modify exposure to a particular currency. In addition, the Fund may use cross currency hedging or proxy hedging with respect to currencies in which the Fund has or expects to have portfolio or currency exposure. Cross currency hedges involve the sale of one currency against the positive exposure to a different currency and may be used for hedging purposes or to establish an active exposure to the exchange rate between any two currencies. A currency exchange contract is marked-to-market daily and the change in market value is recorded by the Fund as unrealized gain or loss. The Fund records realized gains (losses) when the contract is closed equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Hedging the Fund’s currency risks involves the risk of mismatching the Fund’s objectives under a forward or futures contract with the value of securities denominated in a particular currency. Furthermore, such transactions reduce or preclude the opportunity for gain if the value of the currency should move in the direction opposite to the position taken. There is an additional risk to the effect that currency contracts create exposure to currencies in which the Fund’s securities are not denominated. Unanticipated changes in currency prices may result in poorer overall performance for the Fund than if it had not entered into such contracts.

 

The Fund adopted the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards CodificationTM (“ASC”) “Derivatives and Hedging: Overall” (“ASC 815”) (formerly known as SFAS 161), effective December 31, 2008. ASC 815 is intended to improve financial reporting about derivative instruments by requiring enhanced disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund’s financial position and results of operations.

 

The following table sets forth the fair value of the Fund’s derivative contracts by primary risk exposure as of October 31, 2009.

 

Primary Risk Exposure

 

Statement of
Assets and
Liabilities

 

Foreign
Currency
Exchange
Contracts
(000)

 

Assets:

 

 

 

 

 

Foreign Currency Contracts Risk

 

Receivables

 

$

@

Liabilities:

 

 

 

 

 

Foreign Currency Contracts Risk

 

Payables

 

$

@

 

@ Amount is less than $500.

 

14



 

The Turkish Investment Fund, Inc.

October 31, 2009

 

Notes to Financial Statements (cont’d)

 

The following tables set forth primary risk exposure the Fund’s realized gains (losses) and change in unrealized appreciation (depreciation) by type of derivative contract for the year ended October 31, 2009 in accordance with ASC 815.

 

Realized Gain (Loss)

 

Primary Risk Exposure

 

Derivative
Type

 

Value
(000)

 

 

 

Foreign Currency

 

 

 

Foreign Currency Contracts Risk

 

Exchange Contracts

 

$

(562

)

 

Change in Unrealized Appreciation (Depreciation)

 

Primary Risk Exposure

 

Derivative
Type

 

Value
(000)

 

 

 

Foreign Currency

 

 

 

Foreign Currency Contracts Risk

 

Exchange Contracts

 

$

11

 

 

All open derivative positions at year end are reflected in the Fund’s Portfolio of Investments and the volume of these open positions relative to the net assets of the Fund is generally representative of open positions throughout the reporting period.

 

4.     Security Lending: At a meeting held on September 23-24, 2009, the Board of Directors authorized the Fund to lend securities to qualified financial institutions, such as broker-dealers, to earn additional income. As of October 31, 2009, there were no securities out on loan.

 

5.     Fair Value Measurement: In accordance with FASB ASC 820 “Fair Value Measurements and Disclosure” (“ASC 820”) (formerly known as SFAS 157), fair value is defined as the price that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund’s investments. The inputs are summarized in the three broad levels listed below.

 

·  Level 1 – quoted prices in active markets for identical securities

 

·  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 

·  Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

 

6.     Subsequent Events: In accordance with the provisions set forth in FASB ASC 855 “Subsequent Events” (formerly known as SFAS 165), adopted by the Fund as of June 30, 2009, management has evaluated the possibility of subsequent events existing in the Fund’s financial statements through December 21, 2009. Management has determined that there are no material events that would require disclosure in the Fund’s financial statements through this date.

 

7.     Other: Security transactions are accounted for on the date the securities are purchased or sold. Realized gains and losses on the sale of investment securities are determined on the specific identified cost basis. Interest income is recognized on the accrual basis. Dividend income and

 

15



 

The Turkish Investment Fund, Inc.

October 31, 2009

 

Notes to Financial Statements (cont’d)

 

distributions are recorded on the ex-dividend date, (except for certain dividends that may be recorded as soon as the Fund is informed of such dividends) net of applicable withholding taxes.

 

B.    Investment Advisory Fees: Morgan Stanley Investment Management Inc. (“MS Investment Management” or the “Adviser”) provides investment advisory services to the Fund under the terms of an Investment Advisory and Management Agreement (the “Agreement”). Under the Agreement, advisory fees are computed weekly and payable monthly at an annual rate of 0.95% of the Fund’s first $50 million of average weekly net assets, 0.75% of the next $50 million of average weekly net assets and 0.55% of average weekly net assets in excess of $100 million.

 

C.    Administration Fees: MS Investment Management also serves as Administrator to the Fund pursuant to an Administration Agreement. Under the Administration Agreement, the administration fee is 0.08% of the Fund’s average weekly net assets. MS Investment Management has agreed to limit the administration fee so that it will be no greater than the previous administration fee of 0.02435% of the Fund’s average weekly net assets plus $24,000 per annum. This waiver is voluntary and may be terminated at any time. For the year ended October 31, 2009, approximately $13,000 of administration fees were waived pursuant to this arrangement. Under a sub-administration agreement between the Administrator and JPMorgan Investor Services Co. (“JPMIS”), a corporate affiliate of JPMorgan Chase Bank, N.A., JPMIS provides certain administrative services to the Fund. For such services, the Administrator pays JPMIS a portion of the fee the Administrator receives from the Fund. Administration costs (including out-of-pocket expenses) incurred in the ordinary course of providing services under the Administration Agreement, except pricing services and extraordinary expenses, are now covered under the administration fee.

 

D.    Custodian Fees: JPMorgan Chase Bank, N.A. (the “Custodian”) serves as Custodian for the Fund. The Custodian holds cash, securities, and other assets of the Fund as required by the 1940 Act. Custody fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses.

 

The Fund has entered into an arrangement with its Custodian whereby credits realized on uninvested cash balances are used to offset a portion of the Fund’s expenses. If applicable, these custodian credits are shown as “Expense Offset” on the Statement of Operations.

 

E.     Federal Income Taxes: It is the Fund’s intention to continue to qualify as a regulated investment company and distribute all of its taxable income. Accordingly, no provision for Federal income taxes is required in the financial statements. Dividend income and distributions to stockholders are recorded on the ex-dividend date.

 

FASB ASC 740-10 “Income Taxes — Overall” (formerly known as FIN48) sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. Management has concluded there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in “Interest Expense” and penalties in “Other” expenses on the Statement of Operations. The Fund files tax returns with the U.S. Internal Revenue Service, New York and various states. Generally, each of the tax years in the four year period ended October 31, 2009, remains subject to examination by taxing authorities.

 

The tax character of distributions paid may differ from the character of distributions shown on the Statements of Changes in Net Assets due to short-term capital gains being treated as ordinary income for tax purposes.

 

16



 

The Turkish Investment Fund, Inc.

October 31, 2009

 

Notes to Financial Statements (cont’d)

 

The tax character of distributions paid during fiscal 2009 and 2008 was as follows:

 

2009 Distributions
Paid From:
(000)

 

2008 Distributions
Paid From:
(000)

 

Ordinary
Income

 

Long-term
Capital
Gain

 

Ordinary
Income

 

Long-term
Capital
Gain

 

$

 —

 

$

 

$

4,925

 

$

17,027

 

 

The amount and character of income and capital gain distributions to be paid by the Fund are determined in accordance with Federal income tax regulations, which may differ from U.S. generally accepted accounting principles. The book/tax differences are considered either temporary or permanent in nature.

 

Temporary differences are attributable to differing book and tax treatments for the timing of the recognition of gains and losses on certain investment transactions and the timing of the deductibility of certain expenses.

 

Permanent differences, primarily due to differing treatments of gains (losses) related to foreign currency transactions, resulted in the following reclassifications among the components of net assets at October 31, 2009:

 

Increase (Decrease)

 

Undistributed
(Distributions in
Excess of)
Net Investment
Income (Loss)
(000)

 

Accumulated
Net Realized
Gain (Loss)
(000)

 

Paid-in
Capital
(000)

 

$

 —

@

$

(—

)@

$

 

 

At October 31, 2009, the components of ditributable earnings for the Fund on a tax basis were as follows:

 

Undistributed Ordinary
Income
(000)

 

Undistributed
Long-term Capital Gain
(000)

 

$

 994

 

$

 

 

At October 31, 2009, the U.S. Federal income tax cost basis of investments was $72,351,000 and, accordingly, net unrealized appreciation for U.S. Federal income tax purposes was $25,521,000 of which $26,561,000 related to appreciated securities and $1,040,000 related to depreciated securities.

 

At October 31, 2009, the Fund had a capital loss carryforward for U.S. Federal income tax purposes of approximately $21,797,000 available to offset against future capital gains, of which $2,600,000 will expire on October 31, 2016 and $19,197,000 will expire on October 31, 2017.

 

The Turkish Ministry of Finance issued new tax legislation effective January 1, 2006, impacting the taxation of income and capital gains derived by foreign investors from securities trading in the Turkish market. Through the approval of this amendment, investors with non-resident investment fund (NRIF) status as of December 31, 2005 will have the ability to continue utilizing their NRIF status after January 1, 2006, for their equity positions purchased and fixed income securities issued prior to January 1, 2006. Thus, the tax rates associated with NRIF status would continue to apply on these holdings after January 1, 2006 even after the new tax law goes into effect. Dividend income from equity securities purchased and interest income from fixed income securities issued after December 31, 2005, will be subject to the new tax law which imposes a withholding tax of 10% and 15% respectively. The Fund currently is not subject to capital gains tax derived from securities trading in Turkish market.

 

F.     Contractual Obligations: The Fund enters into contracts that contain a variety of indemnifications. The Fund’s

 

17



 

The Turkish Investment Fund, Inc.

October 31, 2009

 

Notes to Financial Statements (cont’d)

 

maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

 

G.    Security Transactions and Transactions with Affiliates: The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds — Money Market Portfolio (the “Liquidity Funds”), an open-ended management investment company managed by the Adviser. Investment Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of advisory and administration fees paid by the Liquidity Funds. For the year ended October 31, 2009, advisory fees paid were reduced by approximately $1,000 relating to the Fund’s investment in the Liquidity Funds.

 

A summary of the Fund’s transactions in shares of the Liquidity Funds during the year ended October 31, 2009 is as follows:

 

Market
Value
October 31,
2008
(000)

 

Purchases
at Cost
(000)

 

Sales
Proceeds
(000)

 

Dividend
Income
(000)

 

Market
Value
October 31,
2009
(000)

 

$

 2,808

 

$

23,764

 

$

25,945

 

$

6

 

$

627

 

 

During the year ended October 31, 2009, the Fund made purchases and sales totaling approximately $38,323,000 and $37,312,000, respectively, of investment securities other than long-term U.S. Government securities and short-term investments. There were no purchases or sales of long-term U.S. Government securities.

 

During the year ended October 31, 2009, the Fund incurred approximately $14,000 in brokerage commissions with Morgan Stanley & Co., Incorporated, an affiliated broker/dealer.

 

H.    Other: On September 15, 1998, the Fund commenced a share repurchase program for purposes of enhancing stockholder value and reducing the discount at which the Fund’s shares trade from their net asset value. For the year ended October 31, 2009, the Fund repurchased 10,700 of its shares at an average discount of 11.67% from net asset value per share. Since the inception of the program, the Fund has repurchased 1,448,177 of its shares at an average discount of 17.13% from net asset value per share. The Fund expects to continue to repurchase its outstanding shares at such time and in such amounts as it believes will further the accomplishment of the foregoing objectives, subject to review by the Directors.

 

Pursuant to the Fund’s investment restriction regarding concentration of investments in any one industry, the Fund will be required to invest between 25 percent and 35 percent of its total assets in the securities of issuers in one or more industries if, at the time of investment, each such industry represents 25 percent or more of the Fund’s benchmark Index. During the period, Commercial Banks represented over 25 percent of the Index and the Fund increased its investment in Commercial Banks to over 25 percent, which subsequently increased due to market appreciation. The commercial banking business can be affected by general business, economic and market conditions, including, but not limited, to short-term and long-term interest rates, inflation, deflation, money supply, fluctuations in both debt and equity capital markets and the strength of the U.S. and foreign economies. Commercial banks may be subject to extensive government regulation which can limit both the amounts and types of loans and other financial commitments they can make, the interest rates and fees they can charge and the amount of capital that they must maintain. Changes to regulations, including changes in interpretation or implementation of statutes, regulations or policies can have a substantial and unpredictable effect on commercial banks. Profitability can be largely dependent on the availability and cost of capital funds and the rate of corporate and consumer debt defaults, and can fluctuate significantly when interest rates change. Credit losses resulting from financial difficulties of borrowers can negatively affect the commercial banking industry. For example, an economic downturn that suddenly decreased property values, caused an increase in unemployment, or other events that negatively impact household and/or

 

18



 

The Turkish Investment Fund, Inc.

October 31, 2009

 

Notes to Financial Statements (cont’d)

 

corporate customers could decrease ability to pay interest or principal on loans or cause a decrease in the demand for commercial banking products and services. Commercial banks also have been and may in the future be affected by increased competition, which could adversely affect the asset growth, profitability and/or viability of commercial banks.

 

I.      Supplemental Proxy Information (unaudited): On June 17, 2009, an annual meeting of the Fund’s stockholders was held for the purpose of voting on the following matter, the results of which were as follows:

 

Election of Directors by all stockholders:

 

 

 

For

 

Withhold

 

Michael Bozic

 

4,861,255

 

629,786

 

Michael E. Klein

 

4,847,299

 

643,742

 

W. Allen Reed

 

4,859,523

 

631,518

 

 

19



 

The Turkish Investment Fund, Inc.

October 31, 2009

 

Notes to Financial Statements (cont’d)

 

For More Information About Portfolio Holdings (unaudited)

 

The Fund provides a complete schedule of portfolio holdings in its semi-annual and annual reports within 60 days of the end of the Fund’s second and fourth fiscal quarters. The semi-annual reports and the annual reports are filed electronically with the SEC on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the semi-annual and annual reports to Fund stockholders and makes these reports available on its public web- site, www.morganstanley.com/im. Each Morgan Stanley fund also files a complete schedule of portfolio holdings with the SEC for the Fund’s first and third fiscal quarters on Form N-Q. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to stockholders, nor are the reports posted to the Morgan Stanley public website. You may, however, obtain the Form N-Q filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC’s website, http://www.sec.gov. You may also review and copy them at the SEC’s public reference room in Washington, DC. Information on the operation of the SEC’s Public Reference Room may be obtained by calling the SEC toll free at 1-(800) SEC-0330. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC’s e-mail address (publicinfo@sec.gov) or by writing the public reference section of the SEC, Washington, DC 20549-0102.

 

In addition to filing a complete schedule of portfolio holdings with the SEC each fiscal quarter, the Fund makes portfolio holdings information available by periodically providing the information on its public website, www.morganstanley.com/im.

 

The Fund provides a complete schedule of portfolio holdings on the public website on a calendar-quarter basis approximately 31 calendar days after the close of the calendar quarter. The Fund also provides Top 10 holdings information on the public website approximately 15 business days following the end of each month. You may obtain copies of the Fund’s monthly or calendar-quarter website postings, by calling toll free 1-(800) 231-2608.

 

Proxy Voting Policy and Procedures and Proxy Voting Record (unaudited)

 

A copy of (1) the Fund’s policies and procedures with respect to the voting of proxies relating to the Fund’s portfolio securities; and (2) how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30, is available without charge, upon request, by calling toll free 1-(800) 548-7786 or by visiting our website at www.morganstanley.com/im. This information is also available on the SEC’s web site at www.sec.gov.

 

20



 

The Turkish Investment Fund, Inc.

October 31, 2009

 

Report of Independent Registered Public Accounting Firm

 

To the Stockholders and Board of Directors of
The Turkish Investment Fund, Inc.

 

We have audited the accompanying statement of assets and liabilities of The Turkish Investment Fund, Inc. (the “Fund”), including the portfolio of investments, as of October 31, 2009, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2009 by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Turkish Investment Fund, Inc. at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 

 

Boston, Massachusetts
December 21, 2009

 

21



 

The Turkish Investment Fund, Inc.

October 31, 2009 (unaudited)

 

Portfolio Management

 

The Fund is managed within the Emerging Markets Equity team. The team consists of portfolio managers and analysts. Current members of the team jointly and primarily responsible for the day-to-day management of the Fund’s portfolio are Eric Carlson and Paul C. Psaila, each a Managing Director of the Adviser.

 

Mr. Carlson has been associated with the Adviser in an investment management capacity since 1997 and began managing the Fund in January 2006. Mr. Psaila has been associated with the Adviser in an investment management capacity since 1994 and began managing the Fund in September 1997.

 

22



 

The Turkish Investment Fund, Inc.

October 31, 2009 (unaudited)

 

Revised Investment Policy

 

The Fund has amended and restated its policy on derivatives to permit it to invest in the derivative investments discussed below.

 

The Fund may use derivative instruments for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivatives are financial instruments whose value is based on the value of another underlying asset, interest rate, index or financial instrument. A derivative instrument often has risks similar to its underlying instrument and may have additional risks, including imperfect correlation between the value of the derivative and the underlying instrument, risks of default by the other party to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which they relate, and risks that the transactions may not be liquid. The use of derivatives involves risks that are different from, and possibly greater than, the risks associated with other portfolio investments. Derivatives may involve the use of highly specialized instruments that require investment techniques and risk analyses different from those associated with other portfolio investments. Certain derivative transactions may give rise to a form of leverage. Leverage associated with derivative transactions may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet earmarking or segregation requirements, pursuant to applicable SEC rules and regulations, or may cause the Fund to be more volatile than if the Fund had not been leveraged. Although the Investment Adviser seeks to use derivatives to further the Fund’s investment objectives, there is no assurance that the use of derivatives will achieve this result.

 

Following is a description of the derivative instruments and techniques that the Fund may use and their associated risks:

 

Foreign Currency Forward Contracts. In connection with its investments in foreign securities, the Fund also may enter into contracts with banks, brokers or dealers to purchase or sell securities or foreign currencies at a future date (“forward contracts”). A foreign currency forward contract is a negotiated agreement between the contracting parties to exchange a specified amount of currency at a specified future time at a specified rate. The rate can be higher or lower than the spot rate between the currencies that are the subject of the contract. Forward foreign currency exchange contracts may be used to protect against uncertainty in the level of future foreign currency exchange rates or to gain or modify exposure to a particular currency. In addition, the Fund may use cross currency hedging or proxy hedging with respect to currencies in which the Fund has or expects to have portfolio or currency exposure. Cross currency hedges involve the sale of one currency against the positive exposure to a different currency and may be used for hedging purposes or to establish an active exposure to the exchange rate between any two currencies. Hedging the Fund’s currency risks involves the risk of mismatching the Fund’s objectives under a forward or futures contract with the value of securities denominated in a particular currency. Furthermore, such transactions reduce or preclude the opportunity for gain if the value of the currency should move in the direction opposite to the position taken. There is an additional risk to the effect that currency contracts create exposure to currencies in which the Fund’s securities are not denominated. Unanticipated changes in currency prices may result in poorer overall performance for the Fund than if it had not entered into such contracts.

 

23



 

The Turkish Investment Fund, Inc.

October 31, 2009 (unaudited)

 

Dividend Reinvestment and Cash Purchase Plan

 

Pursuant to the Dividend Reinvestment and Cash Purchase Plan (the Plan), each stockholder will be deemed to have elected, unless Computershare Trust Company, N.A. (the Plan Agent) is otherwise instructed by the stockholder in writing, to have all distributions automatically reinvested in Fund shares. Participants in the Plan have the option of making additional voluntary cash payments to the Plan Agent, annually, in any amount from $100 to $3,000, for investment in Fund shares.

 

Dividend and capital gain distributions (Distributions) will be reinvested on the reinvestment date in full and fractional shares. If the market price per share equals or exceeds net asset value per share on the reinvestment date, the Fund will issue shares to participants at net asset value or, if net asset value is less than 95% of the market price on the reinvestment date, shares will be issued at 95% of the market price. If net asset value exceeds the market price on the reinvestment date, participants will receive shares valued at market price. The Fund may purchase shares of its Common Stock in the open market in connection with dividend reinvestment requirements at the discretion of the Board of Directors. Should the Fund declare a Distribution payable only in cash, the Plan Agent will purchase Fund shares for participants in the open market as agent for the participants.

 

The Plan Agent’s fees for the reinvestment of a Distribution will be paid by the Fund. However, each participant’s account will be charged a pro rata share of brokerage commissions incurred on any open market purchases effected on such participant’s behalf. A participant will also pay brokerage commissions incurred on purchases made by voluntary cash payments. Although stockholders in the Plan may receive no cash distributions, participation in the Plan will not relieve participants of any income tax which may be payable on such dividends or distributions.

 

In the case of stockholders, such as banks, brokers or nominees, that hold shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of shares certified from time to time by the stockholder as representing the total amount registered in the stockholder’s name and held for the account of beneficial owners who are participating in the Plan.

 

Stockholders who do not wish to have distributions automatically reinvested should notify the Plan Agent in writing. There is no penalty for non-participation or withdrawal from the Plan, and stockholders who have previously withdrawn from the Plan may rejoin at any time. Requests for additional information or any correspondence concerning the Plan should be directed to the Plan Agent at:

 

The Turkish Investment Fund, Inc.
Computershare Trust Company, N.A.
P.O. Box 43078
Providence, Rhode Island 02940-3078
1-(800) 231-2608

 

24



 

The Turkish Investment Fund, Inc.

October 31, 2009 (unaudited)

 

U.S. Privacy Policy

 

An Important Notice Concerning Our U.S. Privacy Policy

 

We are required by federal law to provide you with a copy of our privacy policy (“Policy”) annually.

 

This Policy applies to current and former individual clients of certain Morgan Stanley closed-end funds and related companies.

 

This Policy is not applicable to partnerships, corporations, trusts or other non-individual clients or account holders, nor is this Policy applicable to individuals who are either beneficiaries of a trust for which we serve as trustee or participants in an employee benefit plan administered or advised by us. This Policy is, however, applicable to individuals who select us to be a custodian of securities or assets in individual retirement accounts, 401(k) accounts, 529 Educational Savings Accounts, accounts subject to the Uniform Gifts to Minors Act, or similar accounts. We may amend this Policy at any time, and will inform you of any changes to this Policy as required by law.

 

We Respect Your Privacy

 

We appreciate that you have provided us with your personal financial information and understand your concerns about safeguarding such information. We strive to maintain the privacy of such information while we help you achieve your financial objectives. This Policy describes what nonpublic personal information we collect about you, how we collect it, when we may share it with others, and how others may use it. It discusses the steps you may take to limit our sharing of information about you with affiliated Morgan Stanley companies (“affiliated companies”). It also discloses how you may limit our affiliates’ use of shared information for marketing purposes. Throughout this Policy, we refer to the nonpublic information that personally identifies you or your accounts as “personal information.”

 

1. What Personal Information Do We Collect About You?

 

To better serve you and manage our business, it is important that we collect and maintain accurate information about you. We obtain this information from applications and other forms you submit to us, from your dealings with us, from consumer reporting agencies, from our websites and from third parties and other sources. For example:

 

·                  We collect information such as your name, address, e-mail address, telephone/fax numbers, assets, income and investment objectives through application forms you submit to us.

 

·                  We may obtain information about account balances, your use of account(s) and the types of products and services you prefer to receive from us through your dealings and transactions with us and other sources.

 

·                  We may obtain information about your creditworthiness and credit history from consumer reporting agencies.

 

·                  We may collect background information from and through third-party vendors to verify representations you have made and to comply with various regulatory requirements.

 

·                  If you interact with us through our public and private Web sites, we may collect information that you provide directly through online communications (such as an e-mail address). We may also collect information about your Internet service provider, your

 

25



 

The Turkish Investment Fund, Inc.

October 31, 2009 (unaudited)

 

U.S. Privacy Policy (cont’d)

 

domain name, your computer’s operating system and Web browser, your use of our Web sites and your product and service preferences, through the use of “cookies.” “Cookies” recognize your computer each time you return to one of our sites, and help to improve our sites’ content and personalize your experience on our sites by, for example, suggesting offerings that may interest you. Please consult the Terms of Use of these sites for more details on our use of cookies.

 

2. When Do We Disclose Personal Information We Collect About You?

 

To provide you with the products and services you request, to better serve you, to manage our business and as otherwise required or permitted by law, we may disclose personal information we collect about you to other affiliated companies and to nonaffiliated third parties.

 

A. Information We Disclose to Our Affiliated Companies. In order to manage your account(s) effectively, including servicing and processing your transactions, to let you know about products and services offered by us and affiliated companies, to manage our business, and as otherwise required or permitted by law, we may disclose personal information about you to other affiliated companies. Offers for products and services from affiliated companies are developed under conditions designed to safeguard your personal information.

 

B. Information We Disclose to Third Parties. We do not disclose personal information that we collect about you to nonaffiliated third parties except to enable them to provide marketing services on our behalf, to perform joint marketing agreements with other financial institutions, and as otherwise required or permitted by law. For example, some instances where we may disclose information about you to third parties include: for servicing and processing transactions, to offer our own products and services, to protect against fraud, for institutional risk control, to respond to judicial process or to perform services on our behalf. When we share personal information with a nonaffiliated third party, they are required to limit their use of personal information about you to the particular purpose for which it was shared and they are not allowed to share personal information about you with others except to fulfill that limited purpose or as may be required by law.

 

3. How Do We Protect the Security and Confidentiality of Personal Information We Collect About You?

 

We maintain physical, electronic and procedural security measures to help safeguard the personal information we collect about you. We have internal policies governing the proper handling of client information. Third parties that provide support or marketing services on our behalf may also receive personal information about you, and we require them to adhere to confidentiality standards with respect to such information.

 

4. How Can You Limit Our Sharing of Certain Personal Information About You With Our Affiliated Companies for Eligibility Determination?

 

We respect your privacy and offer you choices as to whether we share with our affiliated companies personal information that was collected to determine your eligibility for products and services such as credit reports and other information that you have provided to us or that we may obtain from third parties (“eligibility information”). Please note that, even if you direct us not to share certain eligibility information with our affiliated companies, we may still share your personal information, including eligibility information,

 

26



 

The Turkish Investment Fund, Inc.

October 31, 2009 (unaudited)

 

U.S. Privacy Policy (cont’d)

 

with those companies under circumstances that are permitted under applicable law, such as to process transactions or to service your account. We may also share certain other types of personal information with affiliated companies — such as your name, address, telephone number, e-mail address and account number(s), and information about your transactions and experiences with us.

 

5. How Can You Limit the Use of Certain Personal Information About You by our Affiliated Companies for Marketing?

 

You may limit our affiliated companies from using certain personal information about you that we may share with them for marketing their products or services to you. This information includes our transactions and other experiences with you such as your assets and account history. Please note that, even if you choose to limit our affiliated companies from using certain personal information about you that we may share with them for marketing their products and services to you, we may still share such personal information about you with them, including our transactions and experiences with you, for other purposes as permitted under applicable law.

 

6. How Can You Send Us an Opt-Out Instruction?

 

If you wish to limit our sharing of certain personal information about you with our affiliated companies for “eligibility purposes” and for our affiliated companies’ use in marketing products and services to you as described in this notice, you may do so by:

 

·                  Calling us at (800) 231-2608
Monday–Friday between 9a.m. and 6p.m. (EST)

 

·                  Writing to us at the following address:

 

Morgan Stanley Closed-End Privacy Department
Harborside Financial Center, Plaza Two, 3rd Floor
Jersey City, NJ 07311

 

If you choose to write to us, your written request should include: your name, address, telephone number and account number(s) to which the opt-out applies and should not be sent with any other correspondence. In order to process your request, we require that the request be provided by you directly and not through a third party. Once you have informed us about your privacy preferences, your opt-out preference will remain in effect with respect to this Policy (as it may be amended) until you notify us otherwise. If you are a joint account owner, we will accept instructions from any one of you and apply those instructions to the entire account. Please allow approximately 30 days from our receipt of your opt-out for your instructions to become effective.

 

Please understand that if you opt-out, you and any joint account holders may not receive certain Morgan Stanley or our affiliated companies’ products and services that could help you manage your financial resources and achieve your investment objectives.

 

If you have more than one account with us or our affiliates, you may receive multiple privacy policies from us, and would need to follow the directions stated in each particular policy for each account you have with us.

 

27



 

The Turkish Investment Fund, Inc.

October 31, 2009 (unaudited)

 

U.S. Privacy Policy (cont’d)

 

SPECIAL NOTICE TO RESIDENTS OF VERMONT

 

This section supplements our Policy with respect to our individual clients who have a Vermont address and supersedes anything to the contrary in the above Policy with respect to those clients only.

 

The State of Vermont requires financial institutions to obtain your consent prior to sharing personal information that they collect about you with affiliated companies and nonaffiliated third parties other than in certain limited circumstances. Except as permitted by law, we will not share personal information we collect about you with nonaffiliated third parties or other affiliated companies unless you provide us with your written consent to share such information (“opt-in”).

 

If you wish to receive offers for investment products and services offered by or through other affiliated companies, please notify us in writing at the following address:

 

Morgan Stanley Closed-End Privacy Department
Harborside Financial Center, Plaza Two, 3rd Floor
Jersey City, NJ 07311

 

Your authorization should include: your name, address, telephone number and account number(s) to which the opt-in applies and should not be sent with any other correspondence. In order to process your authorization, we require that the authorization be provided by you directly and not through a third-party.

 

©2009 Morgan Stanley

 

28



 

The Turkish Investment Fund, Inc.

October 31, 2009 (unaudited)

 

Director and Officer Information

 

Independent Directors:

 

Name, Age and Address of
Independent Director

 

Position(s)
Held with
Registrant

 

Length of
Time
Served*

 

Principal Occupation(s) During Past 5 Years

 

Number of
Portfolios in
Fund 
Complex
Overseen 
by
Independent
Director**

 

Other Directorships Held by
Independent Directors

Frank L. Bowman (65)
c/o Kramer Levin Naftalis & Frankel LLP
Counsel to the Independent Directors
1177 Avenue of the Americas
New York, NY 10036

 

Director

 

Since August 2006

 

President, Strategic Decisions, LLC (consulting) (since February 2009); Director or Trustee of various Retail Funds and Institutional Funds (since August 2006); Chairperson of the Insurance Sub-Committee of the Compliance and Insurance Committee (since February 2007); served as President and Chief Executive Officer of the Nuclear Energy Institute (policy organization) through November 2008; retired as Admiral, U.S. Navy in January 2005 after serving over 8 years as Director of the Naval Nuclear Propulsion Program and Deputy Administrator — Naval Reactors in the National Nuclear Security Administration at the U.S. Department of Energy (1996-2004); Knighted as Honorary Knight Commander of the Most Excellent Order of the British Empire; Awarded the Officer de l’Orde National du Mérite by the French Government.

 

168

 

Director of Armed Services YMCA of the USA; member, BP America External Advisory Council (energy); member, National Academy of Engineers.

 

 

 

 

 

 

 

 

 

 

 

Michael Bozic (68)
c/o Kramer Levin Naftalis & Frankel LLP
Counsel to the Independent
Directors
1177 Avenue of the Americas
New York, NY 10036

 

Director

 

Since April
1994

 

Private investor; Chairperson of the Compliance and Insurance Committee (since October 2006); Director or Trustee of the Retail Funds (since April 1994) and Institutional Funds (since July 2003); formerly, Chairperson of the Insurance Committee (July 2006-September 2006), Vice Chairman of Kmart Corporation (December 1998-October 2000), Chairman and Chief Executive Officer of Levitz Furniture Corporation (November 1995-November 1998) and President and Chief Executive Officer of Hills Department Stores (May 1991-July 1995); variously Chairman, Chief Executive Officer, President and Chief Operating Officer (1987-1991) of the Sears Merchandise Group of Sears Roebuck & Co.

 

170

 

Director of various business organizations.

 

29



 

The Turkish Investment Fund, Inc.

October 31, 2009 (unaudited)

 

Director and Officer Information (cont’d)

 

Independent Directors (cont’d):

 

Name, Age and Address of
Independent Director

 

Position(s)
Held with
Registrant

 

Length of
Time
Served*

 

Principal Occupation(s) During Past 5 Years

 

Number of
Portfolios in
Fund 
Complex
Overseen 
by
Independent
Director**

 

Other Directorships Held by
Independent Directors

Kathleen A. Dennis (56)
c/o Kramer Levin Naftalis & Frankel LLP
Counsel to the Independent Directors
1177 Avenue of the Americas
New York, NY 10036

 

Director

 

Since August
2006

 

President, Cedarwood Associates (mutual fund and investment management consulting) (since July 2006); Chairperson of the Money Market and Alternatives Sub-Committee of the Investment Committee (since October 2006) and Director or Trustee of various Retail Funds and Institutional Funds (since August 2006); formerly, Senior Managing Director of Victory Capital Management (1993-2006).

 

168

 

Director of various non-profit organizations.

 

 

 

 

 

 

 

 

 

 

 

Dr. Manuel H. Johnson (60)
c/o Johnson Smick
Group, Inc.
888 16th Street, N.W. Suite 740
Washington, D.C. 20006

 

Director

 

Since
July
1991

 

Senior Partner, Johnson Smick International, Inc. (consulting firm); Chairperson of the Investment Committee (since October 2006) and Director or Trustee of the Retail Funds (since July 1991) and Institutional Funds (since July 2003); Co-Chairman and a founder of the Group of Seven Council (G7C) (international economic commission); formerly, Chairperson of the Audit Committee (July 1991-September 2006); Vice Chairman of the Board of Governors of the Federal Reserve System and Assistant Secretary of the U.S. Treasury.

 

170

 

Director of NVR, Inc. (home construction); Director of Evergreen Energy.

 

 

 

 

 

 

 

 

 

 

 

Joseph J. Kearns (67)
c/o Kearns & Associates LLC
PMB754
23852 Pacific Coast Highway
Malibu, CA 90265

 

Director

 

Since August
1994

 

President, Kearns & Associates LLC (investment consulting); Chairperson of the Audit Committee (since October 2006) and Director or Trustee of the Retail Funds (since July 2003) and Institutional Funds (since August 1994); formerly Deputy Chairperson of the Audit Committee (July 2003-September 2006) and Chairperson of the Audit Committee of the Institutional Funds (October 2001-July 2003); CFO of the J. Paul Getty Trust.

 

171

 

Director of Electro Rent Corporation (equipment leasing) and The Ford Family Foundation.

 

30



 

The Turkish Investment Fund, Inc.

October 31, 2009 (unaudited)

 

Director and Officer Information (cont’d)

 

Independent Directors (cont’d):

 

Name, Age and Address of
Independent Director

 

Position(s)
Held with
Registrant

 

Length of
Time
Served*

 

Principal Occupation(s) During Past 5 Years

 

Number of
Portfolios in
Fund 
Complex
Overseen 
by
Independent
Director**

 

Other Directorships Held by
Independent Directors

Michael F. Klein (51)
c/o Kramer Levin Naftalis & Frankel LLP
Counsel to the Independent Directors
1177 Avenue of the Americas
New York, NY 10036

 

Director

 

Since August
2006

 

Chief Operating Officer and Managing Director, Aetos Capital, LLC (since March 2000) and Co-President, Aetos Alternatives Management, LLC (since January 2004); Chairperson of the Fixed Income Sub-Committee of the Investment Committee (since October 2006) and Director or Trustee of various Retail Funds and Institutional Funds (since August 2006); formerly, Managing Director, Morgan Stanley & Co. Inc. and Morgan Stanley Dean Witter Investment Management, President, Morgan Stanley Institutional Funds (June 1998-March 2000) and Principal, Morgan Stanley & Co. Inc. and Morgan Stanley Dean Witter Investment Management (August 1997-December 1999).

 

168

 

Director of certain investment funds managed or sponsored by Aetos Capital LLC; Director of Sanitized AG and Sanitized Marketing AG (specialty chemicals).

 

 

 

 

 

 

 

 

 

 

 

Michael E. Nugent (73)
c/o Triumph Capital, L.P.
445 Park Avenue
New York, NY 10022

 

Chairperson of the Board and Director

 

Chairperson of the Boards since July 2006 and Director since July 1991

 

General Partner, Triumph Capital, L.P. (private investment partnership); Chairman of the Boards of the Retail Funds and Institutional Funds (since July 2006); Director or Trustee of the Retail Funds (since July 1991) and Institutional Funds (since July 2001); formerly, Chairperson of the Insurance Committee (until July 2006).

 

170

 

None.

 

 

 

 

 

 

 

 

 

 

 

W. Allen Reed (62) †
c/o Kramer Levin Naftalis & Frankel LLP
Counsel to the Independent Directors
1177 Avenue of the Americas
New York, NY 10036

 

Director

 

Since August
2006

 

Chairperson of the Equity Sub-Committee of the Investment Committee (since October 2006) and Director or Trustee of various Retail and Institutional Funds (since August 2006); formerly, President and CEO of General Motors Asset Management; Chairman and Chief Executive Officer of the GM Trust Bank and Corporate Vice President of General Motors Corporation (July 1994-December 2005).

 

168

 

Director of Temple-Inland Industries (packaging and forest products); Director of Legg Mason, Inc. and Director of the Auburn University Foundation.

 

 

 

 

 

 

 

 

 

 

 

Fergus Reid (77)
c/o Lumelite Plastics Corporation

85 Charles Coleman Blvd.
Pawling, NY 12564

 

Director

 

Since
June
1992

 

Chairman, Lumelite Plastics Corporation; Chairperson of the Governance Committee and Director or Trustee of the Retail Funds (since July 2003) and Institutional Funds (since June 1992).

 

171

 

Trustee and Director of certain investment companies in the JP Morgan Funds complex managed by JP Morgan Investment Management Inc.

 

31



 

The Turkish Investment Fund, Inc.

October 31, 2009 (unaudited)

 

Director and Officer Information (cont’d)

 

Interested Director:

 

Name, Age and Address of
Interested Director

 

Position(s)
Held with
Registrant

 

Term of
Office
and
Length of
Time
Served*

 

Principal Occupation(s) During Past 5 Years

 

Number of
Portfolios in
Fund
Complex
Overseen
by
Interested
Director**

 

Other Directorships Held by

Interested Director

James F. Higgins (61)
c/o Morgan Stanley Trust
Harborside Financial Center
Plaza Two
Jersey City, NJ 07311

 

Director

 

Since
June
2000

 

Director or Trustee of the Retail Funds (since June 2000) and Institutional Funds (since July 2003); Senior Advisor of Morgan Stanley (since August 2000).

 

169

 

Director of AXA Financial, Inc. and The Equitable Life Assurance Society of the United States (financial services).

 

*                 This is the earliest date the Director began serving the Retail Funds or Institutional Funds. Each Director serves an indefinite term, until his or her successor is elected.

**          The Fund Complex includes all funds advised by MS Investment Management that have an investment advisor that is an affiliated entity of MSIM (including but not limited to, Morgan Stanley Investment Advisors Inc. (“MSIA”) and Morgan Stanley AIP GP LP). The Retail Funds are those funds advised by MSIA. The Institutional Funds are certain U.S. registered funds advised by MS Investment Management and Morgan Stanley AIP GP LP.

                  For the period September 26, 2008 through February 5, 2009 W. Allen Reed was an Interested Director. At all other times covered by this report, Mr. Reed was an Independent Director.

 

32



 

The Turkish Investment Fund, Inc.

October 31, 2009 (unaudited)

 

Director and Officer Information (cont’d)

 

Executive Officers:

 

Name, Age and Address of Executive Officer

 

Position(s) 
Held with
Registrant

 

Term of Office
and Length of
Time Served*

 

Principal Occupation(s) During Past 5 Years

Randy Takian (35)
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, NY 10036

 

President and Principal Executive Officer

 

Since September
2008

 

President and Principal Executive Officer (since September 2008) of funds in the Fund Complex; President and Chief Executive Officer of Morgan Stanley Services Company Inc. (since September 2008). President of Morgan Stanley Investment Advisors Inc. (since July 2008). Head of the Retail and Intermediary business within Morgan Stanley Investment Management (since July 2008). Head of Liquidity and Bank Trust business (since July 2008) and the Latin American franchise (since July 2008) at Morgan Stanley Investment Management. Managing Director, Director and/or Officer of the Adviser and various entities affiliated with the Adviser. Formerly, Head of Strategy and Product Development for the Alternatives Group and Senior Loan Investment Management. Formerly with Bank of America (July 1996-March 2006), most recently as Head of the Strategy, Mergers and Acquisitions team for Global Wealth and Investment Management.

 

 

 

 

 

 

 

Kevin Klingert (47)
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, NY 10036

 

Vice President

 

Since
June
2008

 

Head, Chief Operating Officer and acting Chief Investment Officer of the Global Fixed Income Group of the Adviser and Morgan Stanley Investment Advisors Inc. (since April 2008). Head of Global Liquidity Portfolio Management and co-Head of Liquidity Credit Research of Morgan Stanley Investment Management (since December 2007). Managing Director of the Adviser and Morgan Stanley Investment Advisors Inc. (since December 2007). Previously, Managing Director on the Management Committee and head of Municipal Portfolio Management and Liquidity at BlackRock (October 1991 to January 2007).

 

 

 

 

 

 

 

Carsten Otto (46)
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, NY 10036

 

Chief Compliance Officer

 

Since
October
2004

 

Managing Director and Global Head of Compliance for Morgan Stanley Investment Management (since April 2007) and Chief Compliance Officer of the Retail Funds and Institutional Funds (since October 2004). Formerly, U.S. Director of Compliance (October 2004 - April 2007) and Assistant Secretary and Assistant General Counsel of the Retail Funds.

 

 

 

 

 

 

 

Stefanie V. Chang Yu (43)
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, NY 10036

 

Vice President

 

Since
December
1997

 

Managing Director and Secretary of the Adviser and various entities affiliated with the Adviser; Vice President of the Retail Funds (since July 2002) and Institutional Funds (since December 1997).

 

 

 

 

 

 

 

Mary E. Mullin (42)
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, NY 10036

 

Secretary

 

Since
June
1999

 

Executive Director of the Adviser and various entities affiliated with the Adviser; Secretary of the Retail Funds (since July 2003) and Institutional Funds (since June 1999).

 

33



 

The Turkish Investment Fund, Inc.

October 31, 2009 (unaudited)

 

Director and Officer Information (cont’d)

 

Executive Officers (cont’d):

 

Name, Age and Address of Executive Officer

 

Position(s)
Held with
Registrant

 

Term of Office
and Length of
Time Served*

 

Principal Occupation(s) During Past 5 Years

James W. Garrett (41)
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, NY 10036

 

Treasurer and Chief Financial Officer

 

Treasurer since February 2002 and Chief Financial Officer since July 2003

 

Head of Global Fund Administration for Morgan Stanley Investment Management; Managing Director of the Adviser and various entities affiliated with the Adviser; Treasurer and Chief Financial Officer of the Institutional Funds.

 

*                 This is the earliest date the Officer began serving the Retail Funds or Institutional Funds. Each Officer serves an indefinite term, until his or her successor is elected.

 

In accordance with Section 303A. 12(a) of the New York Stock Exchange Listed Company Manual, the Fund’s Annual CEO Certification certifying as to compliance with NYSE’s Corporate Governance Listing Standards was submitted to the Exchange on July 14, 2009.

 

The Fund’s Principal Executive Officer and Principal Financial Officer Certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 were filed with the Fund’s N-CSR and are available on the Securities and Exchange Commission’s Website at http://www.sec.gov.

 

34



 

 

(This page has been left blank intentionally.)

 

 



 

The Turkish Investment Fund, Inc.

 

 

 

Directors

 

Michael E. Nugent

Kevin Klingert

 

Vice President

Frank L. Bowman

 

 

Stefanie V. Chang Yu

Michael Bozic

Vice President

 

 

Kathleen A. Dennis

James W. Garrett

 

Treasurer and Chief Financial Officer

James F. Higgins

 

 

Carsten Otto

Dr. Manuel H. Johnson

Chief Compliance Officer

 

 

Joseph J. Kearns

Mary E. Mullin

 

Secretary

Michael F. Klein

 

 

 

W. Allen Reed

 

 

 

Fergus Reid

 

 

 

Officers

 

Michael E. Nugent

 

Chairman of the Board and Director

 

 

 

Randy Takian

 

President and Principal Executive Officer

 

 

 

Investment Adviser and Administrator

 

Morgan Stanley Investment Management Inc.

 

522 Fifth Avenue

 

New York, New York 10036

 

 

 

Custodian

 

JPMorgan Chase Bank, N.A.

 

270 Park Avenue

 

New York, New York 10017

 

 

 

Stockholder Servicing Agent

 

Computershare Trust Company, N.A.

 

250 Royall Street

 

Canton, Massachusetts 02021

 

 

 

Legal Counsel

 

Dechert LLP

 

1095 Avenue of the Americas

 

New York, New York 10036

 

 

Independent Registered Public Accounting Firm

Ernst & Young LLP

200 Clarendon Street

Boston, Massachusetts 02116

 

For additional Fund information, including the Fund’s net asset value per share and information regarding the investments comprising the Fund’s portfolio, please call toll free 1-(800) 231-2608 or visit our website at www.morganstanley.com/im. All investments involve risks, including the possible loss of principal.

 

© 2009 Morgan Stanley

 

MSIFTKFANN

IU09-05413I-Y10/09

 



 

Item 2.  Code of Ethics.

 

(a)           The Fund has adopted a code of ethics (the “Code of Ethics”) that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Fund or a third party.

 

(b)           No information need be disclosed pursuant to this paragraph.

 

(c)           Not applicable.

 

(d)           Not applicable.

 

(e)           Not applicable.

 

(f)

 

(1)           The Fund’s Code of Ethics is attached hereto as Exhibit 12 A.

 

(2)           Not applicable.

 

(3)           Not applicable.

 

Item 3.  Audit Committee Financial Expert.

 

The Fund’s Board of Trustees has determined that Joseph J. Kearns, an “independent” Trustee, is an “audit committee financial expert” serving on its audit committee. Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and Board of Trustees in the absence of such designation or identification.

 

1



 

Item 4.  Principal Accountant Fees and Services.

 

(a)(b)(c)(d) and (g).  Based on fees billed for the periods shown:

 

2009

 

 

 

Registrant

 

Covered Entities(1)

 

Audit Fees

 

$

50,700

 

N/A

 

 

 

 

 

 

 

Non-Audit Fees

 

 

 

 

 

Audit-Related Fees

 

 

 

$

 

Tax Fees

 

$

3,380

(3)

$

109,924

(4)

All Other Fees

 

 

 

$

143,725

(5)

Total Non-Audit Fees

 

$

3,380

 

$

253,649

 

 

 

 

 

 

 

Total

 

$

54,080

 

$

253,649

 

 

2008

 

 

 

Registrant

 

Covered Entities(1)

 

Audit Fees

 

$

50,700

 

N/A

 

 

 

 

 

 

 

Non-Audit Fees

 

 

 

 

 

Audit-Related Fees

 

 

 

$

742,276

(2)

Tax Fees

 

$

3,380

(3)

$

99,522

(4)

All Other Fees

 

 

 

$

205,436

(5)

Total Non-Audit Fees

 

$

3,380

 

$

1,047,234

 

 

 

 

 

 

 

Total

 

$

54,080

 

$

1,047,234

 

 

N/A- Not applicable, as not required by Item 4.

 

(1) Covered Entities include the Adviser (excluding sub-advisors) and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Registrant.

 

(2) Audit-Related Fees represent assurance and related services provided that are reasonably related to the performance of the audit of the financial statements of the Covered Entities and funds advised by the Adviser or its affiliates, specifically attestation services provided in connection with a SAS 70 Report and advisory consulting work.

 

(3) Tax Fees represent tax advice and compliance services provided in connection with the review of the Registrant’s tax returns.

 

(4) Tax Fees represent tax advice services provided to Covered Entities, including research and identification of PFIC entities.

 

(5) All Other Fees represent attestation services provided in connection with performance presentation standards and a compliance review project performed.

 

2



 

(e)(1) The audit committee’s pre-approval policies and procedures are as follows:

 

APPENDIX A

 

AUDIT COMMITTEE

AUDIT AND NON-AUDIT SERVICES

PRE-APPROVAL POLICY AND PROCEDURES

OF THE

MORGAN STANLEY RETAIL AND INSTITUTIONAL FUNDS

 

AS ADOPTED AND AMENDED JULY 23, 2004,(1)

 

1.     Statement of Principles

 

The Audit Committee of the Board is required to review and, in its sole discretion, pre-approve all Covered Services to be provided by the Independent Auditors to the Fund and Covered Entities in order to assure that services performed by the Independent Auditors do not impair the auditor’s independence from the Fund.

 

The SEC has issued rules specifying the types of services that an independent auditor may not provide to its audit client, as well as the audit committee’s administration of the engagement of the independent auditor.  The SEC’s rules establish two different approaches to pre-approving services, which the SEC considers to be equally valid.  Proposed services either: may be pre-approved without consideration of specific case-by-case services by the Audit Committee (“general pre-approval”); or require the specific pre-approval of the Audit Committee or its delegate (“specific pre-approval”).  The Audit Committee believes that the combination of these two approaches in this Policy will result in an effective and efficient procedure to pre-approve services performed by the Independent Auditors.  As set forth in this Policy, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee (or by any member of the Audit Committee to which pre-approval authority has been delegated) if it is to be provided by the Independent Auditors.  Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval by the Audit Committee.

 

The appendices to this Policy describe the Audit, Audit-related, Tax and All Other services that have the general pre-approval of the Audit Committee.  The term of any general pre-approval is 12 months from the date of pre-approval, unless the Audit Committee considers and provides a different period and states otherwise.  The Audit Committee will annually review and pre-approve the services that may be provided by the Independent Auditors without obtaining specific pre-approval from the Audit

 

(1)            This Audit Committee Audit and Non-Audit Services Pre-Approval Policy and Procedures (the “Policy”), adopted as of the date above, supersedes and replaces all prior versions that may have been adopted from time to time.

 

3



 

Committee.  The Audit Committee will add to or subtract from the list of general pre-approved services from time to time, based on subsequent determinations.

 

The purpose of this Policy is to set forth the policy and procedures by which the Audit Committee intends to fulfill its responsibilities.  It does not delegate the Audit Committee’s responsibilities to pre-approve services performed by the Independent Auditors to management.

 

The Fund’s Independent Auditors have reviewed this Policy and believes that implementation of the Policy will not adversely affect the Independent Auditors’ independence.

 

2.     Delegation

 

As provided in the Act and the SEC’s rules, the Audit Committee may delegate either type of pre-approval authority to one or more of its members.  The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

 

3.     Audit Services

 

The annual Audit services engagement terms and fees are subject to the specific pre-approval of the Audit Committee.  Audit services include the annual financial statement audit and other procedures required to be performed by the Independent Auditors to be able to form an opinion on the Fund’s financial statements.  These other procedures include information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control, and consultations relating to the audit.  The Audit Committee will approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, Fund structure or other items.

 

In addition to the annual Audit services engagement approved by the Audit Committee, the Audit Committee may grant general pre-approval to other Audit services, which are those services that only the Independent Auditors reasonably can provide.  Other Audit services may include statutory audits and services associated with SEC registration statements (on Forms N-1A, N-2, N-3, N-4, etc.), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings.

 

The Audit Committee has pre-approved the Audit services in Appendix B.1.  All other Audit services not listed in Appendix B.1 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).

 

4.     Audit-related Services

 

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s financial statements and, to the extent they are Covered Services, the Covered Entities or that are traditionally performed by the Independent Auditors.  Because the Audit Committee believes that the provision of Audit-related services does not impair the independence of the auditor and is consistent with the SEC’s rules on auditor independence, the Audit Committee may grant general

 

4



 

pre-approval to Audit-related services.  Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as “Audit services”; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements under Forms N-SAR and/or N-CSR.

 

The Audit Committee has pre-approved the Audit-related services in Appendix B.2.  All other Audit-related services not listed in Appendix B.2 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).

 

5.     Tax Services

 

The Audit Committee believes that the Independent Auditors can provide Tax services to the Fund and, to the extent they are Covered Services, the Covered Entities, such as tax compliance, tax planning and tax advice without impairing the auditor’s independence, and the SEC has stated that the Independent Auditors may provide such services.

 

Pursuant to the preceding paragraph, the Audit Committee has pre-approved the Tax Services in Appendix B.3.  All Tax services in Appendix B.3 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).

 

6.     All Other Services

 

The Audit Committee believes, based on the SEC’s rules prohibiting the Independent Auditors from providing specific non-audit services, that other types of non-audit services are permitted.  Accordingly, the Audit Committee believes it may grant general pre-approval to those permissible non-audit services classified as All Other services that it believes are routine and recurring services, would not impair the independence of the auditor and are consistent with the SEC’s rules on auditor independence.

 

The Audit Committee has pre-approved the All Other services in Appendix B.4.  Permissible All Other services not listed in Appendix B.4 must be specifically pre-approved by the Audit Committee (or by any member of the Audit Committee to which pre-approval has been delegated).

 

7.     Pre-Approval Fee Levels or Budgeted Amounts

 

Pre-approval fee levels or budgeted amounts for all services to be provided by the Independent Auditors will be established annually by the Audit Committee.  Any proposed services exceeding these levels or amounts will require specific pre-approval by the Audit Committee.  The Audit Committee is mindful of the overall relationship of fees for audit and non-audit services in determining whether to pre-approve any such services.

 

5



 

8.     Procedures

 

All requests or applications for services to be provided by the Independent Auditors that do not require specific approval by the Audit Committee will be submitted to the Fund’s Chief Financial Officer and must include a detailed description of the services to be rendered.  The Fund’s Chief Financial Officer will determine whether such services are included within the list of services that have received the general pre-approval of the Audit Committee.  The Audit Committee will be informed on a timely basis of any such services rendered by the Independent Auditors.  Requests or applications to provide services that require specific approval by the Audit Committee will be submitted to the Audit Committee by both the Independent Auditors and the Fund’s Chief Financial Officer, and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC’s rules on auditor independence.

 

The Audit Committee has designated the Fund’s Chief Financial Officer to monitor the performance of all services provided by the Independent Auditors and to determine whether such services are in compliance with this Policy.  The Fund’s Chief Financial Officer will report to the Audit Committee on a periodic basis on the results of its monitoring.  Both the Fund’s Chief Financial Officer and management will immediately report to the chairman of the Audit Committee any breach of this Policy that comes to the attention of the Fund’s Chief Financial Officer or any member of management.

 

9.     Additional Requirements

 

The Audit Committee has determined to take additional measures on an annual basis to meet its responsibility to oversee the work of the Independent Auditors and to assure the auditor’s independence from the Fund, such as reviewing a formal written statement from the Independent Auditors delineating all relationships between the Independent Auditors and the Fund, consistent with Independence Standards Board No. 1, and discussing with the Independent Auditors its methods and procedures for ensuring independence.

 

10.  Covered Entities

 

Covered Entities include the Fund’s investment adviser(s) and any entity controlling, controlled by or under common control with the Fund’s investment adviser(s) that provides ongoing services to the Fund(s).  Beginning with non-audit service contracts entered into on or after May 6, 2003, the Fund’s audit committee must pre-approve non-audit services provided not only to the Fund but also to the Covered Entities if the engagements relate directly to the operations and financial reporting of the Fund.  This list of Covered Entities would include:

 

Morgan Stanley Retail Funds

Morgan Stanley Investment Advisors Inc.

Morgan Stanley & Co. Incorporated

Morgan Stanley DW Inc.

Morgan Stanley Investment Management Inc.

Morgan Stanley Investment Management Limited

Morgan Stanley Investment Management Private Limited

Morgan Stanley Asset & Investment Trust Management Co., Limited

Morgan Stanley Investment Management Company

Van Kampen Asset Management

 

6



 

Morgan Stanley Services Company, Inc.

Morgan Stanley Distributors Inc.

Morgan Stanley Trust FSB

 

Morgan Stanley Institutional Funds

Morgan Stanley Investment Management Inc.

Morgan Stanley Investment Advisors Inc.

Morgan Stanley Investment Management Limited

Morgan Stanley Investment Management Private Limited

Morgan Stanley Asset & Investment Trust Management Co., Limited

Morgan Stanley Investment Management Company

Morgan Stanley & Co. Incorporated

Morgan Stanley Distribution, Inc.

Morgan Stanley AIP GP LP

Morgan Stanley Alternative Investment Partners LP

 

(e)(2)  Beginning with non-audit service contracts entered into on or after May 6, 2003, the audit committee also is required to pre-approve services to Covered Entities to the extent that the services are determined to have a direct impact on the operations or financial reporting of the Registrant. 100% of such services were pre-approved by the audit committee pursuant to the Audit Committee’s pre-approval policies and procedures (attached hereto).

 

(f)     Not applicable.

 

(g)    See table above.

 

(h)    The audit committee of the Board of Trustees has considered whether the provision of services other than audit services performed by the auditors to the Registrant and Covered Entities is compatible with maintaining the auditors’ independence in performing audit services.

 

Item 5. Audit Committee of Listed Registrants.

 

(a) The Fund has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act whose members are: Joseph Kearns, Michael Nugent and Allen Reed.

 

(b) Not applicable.

 

Item 6. Schedule of Investments

 

(a) Refer to Item 1.

 

(b) Not applicable.

 

7



 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

February 27, 2009

 

MORGAN STANLEY INVESTMENT MANAGEMENT

PROXY VOTING POLICY AND PROCEDURES

 

I.                                         POLICY STATEMENT

 

Morgan Stanley Investment Management’s (“MSIM”) policy and procedures for voting proxies (“Policy”) with respect to securities held in the accounts of clients applies to those MSIM entities that provide discretionary investment management services and for which an MSIM entity has authority to vote proxies.  This Policy is reviewed and updated as necessary to address new and evolving proxy voting issues and standards.

 

The MSIM entities covered by this Policy currently include the following: Morgan Stanley Investment Advisors Inc., Morgan Stanley AIP GP LP, Morgan Stanley Investment Management Inc., Morgan Stanley Investment Management Limited, Morgan Stanley Investment Management Company, Morgan Stanley Asset & Investment Trust Management Co., Limited, Morgan Stanley Investment Management Private Limited, Van Kampen Asset Management, and Van Kampen Advisors Inc. (each an “MSIM Affiliate” and collectively referred to as the “MSIM Affiliates” or as “we” below).

 

Each MSIM Affiliate will use its best efforts to vote proxies as part of its authority to manage, acquire and dispose of account assets. With respect to the MSIM registered management investment companies (Van Kampen, Institutional and Advisor Funds—collectively referred to herein as the “MSIM Funds”), each MSIM Affiliate will vote proxies under this Policy pursuant to authority granted under its applicable investment advisory agreement or, in the absence of such authority, as authorized by the Board of Directors/Trustees of the MSIM Funds. An MSIM Affiliate will not vote proxies if the “named fiduciary” for an ERISA account has reserved the authority for itself, or in the case of an account not governed by ERISA, the investment management or investment advisory agreement does not authorize the MSIM Affiliate to vote proxies.  MSIM Affiliates will vote proxies in a prudent and diligent manner and in the best interests of clients, including beneficiaries of and participants in a client’s benefit plan(s) for which the MSIM Affiliates manage assets, consistent with the objective of maximizing long-term investment returns (“Client Proxy Standard”).  In certain situations, a client or its fiduciary may provide an MSIM Affiliate with a proxy voting policy.  In these situations, the MSIM Affiliate will comply with the client’s policy.

 

Proxy Research Services - RiskMetrics Group ISS Governance Services (“ISS”) and Glass Lewis (together with other proxy research providers as we may retain from time to time, the “Research Providers”) are independent advisers that specialize in providing a variety of fiduciary-level proxy-related services to institutional investment managers, plan sponsors, custodians, consultants, and other institutional investors.  The services provided include in-depth research, global issuer analysis, and voting recommendations. While we may review and utilize the recommendations of the Research Providers in making proxy voting decisions, we are in no way obligated to follow such

 

8



 

recommendations. In addition to research, ISS provides vote execution, reporting, and recordkeeping services.

 

Voting Proxies for Certain Non-U.S. Companies - Voting proxies of companies located in some jurisdictions, particularly emerging markets, may involve several problems that can restrict or prevent the ability to vote such proxies or entail significant costs.  These problems include, but are not limited to:  (i) proxy statements and ballots being written in a language other than English; (ii) untimely and/or inadequate notice of shareholder meetings; (iii) restrictions on the ability of holders outside the issuer’s jurisdiction of organization to exercise votes; (iv) requirements to vote proxies in person; (v) the imposition of restrictions on the sale of the securities for a period of time in proximity to the shareholder meeting; and (vi) requirements to provide local agents with power of attorney to facilitate our voting instructions.  As a result, we vote clients’ non-U.S. proxies on a best efforts basis only, after weighing the costs and benefits of voting such proxies, consistent with the Client Proxy Standard.  ISS has been retained to provide assistance in connection with voting non-U.S. proxies.

 

II.                                     GENERAL PROXY VOTING GUIDELINES

 

To promote consistency in voting proxies on behalf of its clients, we follow this Policy (subject to any exception set forth herein).  The Policy addresses a broad range of issues, and provides general voting parameters on proposals that arise most frequently.  However, details of specific proposals vary, and those details affect particular voting decisions, as do factors specific to a given company. Pursuant to the procedures set forth herein, we may vote in a manner that is not in accordance with the following general guidelines, provided the vote is approved by the Proxy Review Committee (see Section III for description) and is consistent with the Client Proxy Standard.  Morgan Stanley AIP GP LP will follow the procedures as described in Appendix A.

 

We endeavor to integrate governance and proxy voting policy with investment goals, using the vote to encourage portfolio companies to enhance long-term shareholder value and to provide a high standard of transparency such that equity markets can value corporate assets appropriately.

 

We seek to follow the Client Proxy Standard for each client. At times, this may result in split votes, for example when different clients have varying economic interests in the outcome of a particular voting matter (such as a case in which varied ownership interests in two companies involved in a merger result in different stakes in the outcome).  We also may split votes at times based on differing views of portfolio managers.

 

We may abstain on matters for which disclosure is inadequate.

 

A.                                    Routine Matters.   We generally support routine management proposals.  The following are examples of routine management proposals:

 

9



 

·                  Approval of financial statements and auditor reports if delivered with an unqualified auditor’s opinion.

 

·                  General updating/corrective amendments to the charter, articles of association or bylaws, unless we believe that such amendments would diminish shareholder rights.

 

·                  Most proposals related to the conduct of the annual meeting, with the following exceptions.  We generally oppose proposals that relate to “the transaction of such other business which may come before the meeting,” and open-ended requests for adjournment.  However, where management specifically states the reason for requesting an adjournment and the requested adjournment would facilitate passage of a proposal that would otherwise be supported under this Policy (i.e. an uncontested corporate transaction), the adjournment request will be supported.

 

We generally support shareholder proposals advocating confidential voting procedures and independent tabulation of voting results.

 

B.                                    Board of Directors.

 

1.               Election of directors: Votes on board nominees can involve balancing a variety of considerations. In balancing various factors in uncontested elections, we may take into consideration whether the company has a majority voting policy in place that we believe makes the director vote more meaningful. In the absence of a proxy contest, we generally support the board’s nominees for director except as follows:

 

a.               We consider withholding support from or voting against interested directors if the company’s board does not meet market standards for director independence, or if otherwise we believe board independence is insufficient.  We refer to prevalent market standards as promulgated by a stock exchange or other authority within a given market (e.g., New York Stock Exchange or Nasdaq rules for most U.S. companies, and The Combined Code on Corporate Governance in the United Kingdom). Thus, for an NYSE company with no controlling shareholder, we would expect that at a minimum a majority of directors should be independent as defined by NYSE.  Where we view market standards as inadequate, we may withhold votes based on stronger independence standards. Market standards notwithstanding, we generally do not view long board tenure alone as a basis to classify a director as non-independent, although lack of board turnover and fresh perspective can be a negative factor in voting on directors.

 

i.      At a company with a shareholder or group that controls the company by virtue of a majority economic interest in the company, we have a reduced expectation for board independence, although we believe the presence of independent directors can be helpful,

 

10



 

particularly in staffing the audit committee, and at times we may withhold support from or vote against a nominee on the view the board or its committees are not sufficiently independent.

 

ii.   We consider withholding support from or voting against a nominee if he or she is affiliated with a major shareholder that has representation on a board disproportionate to its economic interest.

 

b.              Depending on market standards, we consider withholding support from or voting against a nominee who is interested and who is standing for election as a member of the company’s compensation, nominating or audit committee.

 

c.               We consider withholding support from or voting against a nominee if we believe a direct conflict exists between the interests of the nominee and the public shareholders, including failure to meet fiduciary standards of care and/or loyalty.  We may oppose directors where we conclude that actions of directors are unlawful, unethical or negligent.  We consider opposing individual board members or an entire slate if we believe the board is entrenched and/or dealing inadequately with performance problems, and/or acting with insufficient independence between the board and management.

 

d.              We consider withholding support from or voting against a nominee standing for election if the board has not taken action to implement generally accepted governance practices for which there is a “bright line” test.  For example, in the context of the U.S. market, failure to eliminate a dead hand or slow hand poison pill would be seen as a basis for opposing one or more incumbent nominees.

 

e.               In markets that encourage designated audit committee financial experts, we consider voting against members of an audit committee if no members are designated as such.  We also may not support the audit committee members if the company has faced financial reporting issues and/or does not put the auditor up for ratification by shareholders.

 

f.                 We believe investors should have the ability to vote on individual nominees, and may abstain or vote against a slate of nominees where we are not given the opportunity to vote on individual nominees.

 

g.              We consider withholding support from or voting against a nominee who has failed to attend at least 75% of the nominee’s board and board committee meetings within a given year without a reasonable excuse. We also consider opposing nominees if the company does not meet market standards for disclosure on attendance.

 

11



 

h.              We consider withholding support from or voting against a nominee who appears overcommitted, particularly through service on an excessive number of boards. Market expectations are incorporated into this analysis; for U.S. boards, we generally oppose election of a nominee who serves on more than six public company boards (excluding investment companies).

 

2.                 Discharge of directors’ duties: In markets where an annual discharge of directors’ responsibility is a routine agenda item, we generally support such discharge.  However, we may vote against discharge or abstain from voting where there are serious findings of fraud or other unethical behavior for which the individual bears responsibility. The annual discharge of responsibility represents shareholder approval of actions taken by the board during the year and may make future shareholder action against the board difficult to pursue.

 

3.                 Board independence:  We generally support U.S. shareholder proposals requiring that a certain percentage (up to 662/3%) of the company’s board members be independent directors, and promoting all-independent audit, compensation and nominating/governance committees.

 

4.                 Board diversity:  We consider on a case-by-case basis shareholder proposals urging diversity of board membership with respect to social, religious or ethnic group.

 

5.                 Majority voting:  We generally support proposals requesting or requiring majority voting policies in election of directors, so long as there is a carve-out for plurality voting in the case of contested elections.

 

6.                 Proxy access:  We consider on a case-by-case basis shareholder proposals to provide procedures for inclusion of shareholder nominees in company proxy statements.

 

7.                 Proposals to elect all directors annually:  We generally support proposals to elect all directors annually at public companies (to “declassify” the Board of Directors) where such action is supported by the board, and otherwise consider the issue on a case-by-case basis based in part on overall takeover defenses at a company.

 

8.                 Cumulative voting:  We generally support proposals to eliminate cumulative voting in the U.S. market context. (Cumulative voting provides that shareholders may concentrate their votes for one or a handful of candidates, a system that can enable a minority bloc to place representation on a board.)  U.S. proposals to establish cumulative voting in the election of directors generally will not be supported.

 

9.                 Separation of Chairman and CEO positions:  We vote on shareholder proposals to separate the Chairman and CEO positions and/or to appoint a non-executive Chairman based in part on prevailing practice in particular markets, since the

 

12



 

context for such a practice varies.  In many non-U.S. markets, we view separation of the roles as a market standard practice, and support division of the roles in that context.

 

10.           Director retirement age and term limits:  Proposals recommending set director retirement ages or director term limits are voted on a case-by-case basis.

 

11.           Proposals to limit directors’ liability and/or broaden indemnification of officers and directors.  Generally, we will support such proposals provided that an individual is eligible only if he or she has not acted in bad faith, gross negligence or reckless disregard of their duties.

 

C.                                    Statutory auditor boards. The statutory auditor board, which is separate from the main board of directors, plays a role in corporate governance in several markets. These boards are elected by shareholders to provide assurance on compliance with legal and accounting standards and the company’s articles of association. We generally vote for statutory auditor nominees if they meet independence standards. In markets that require disclosure on attendance by internal statutory auditors, however, we consider voting against nominees for these positions who failed to attend at least 75% of meetings in the previous year. We also consider opposing nominees if the company does not meet market standards for disclosure on attendance.

 

D.                                    Corporate transactions and proxy fights.  We examine proposals relating to mergers, acquisitions and other special corporate transactions (i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings and recapitalizations) on a case-by-case basis in the interests of each fund or other account.  Proposals for mergers or other significant transactions that are friendly and approved by the Research Providers usually are supported if there is no portfolio manager objection.  We also analyze proxy contests on a case-by-case basis.

 

E.                                      Changes in capital structure.

 

1.               We generally support the following:

 

·                  Management and shareholder proposals aimed at eliminating unequal voting rights, assuming fair economic treatment of classes of shares we hold.

 

·                  Management proposals to increase the authorization of existing classes of common stock (or securities convertible into common stock) if: (i) a clear business purpose is stated that we can support and the number of shares requested is reasonable in relation to the purpose for which authorization is requested; and/or (ii) the authorization does not exceed 100% of shares currently authorized and at least 30% of the total new authorization will be outstanding. (We consider proposals that do not meet these criteria on a case-by-case basis.)

 

13



 

·                  Management proposals to create a new class of preferred stock or for issuances of preferred stock up to 50% of issued capital, unless we have concerns about use of the authority for anti-takeover purposes.

 

·                  Management proposals to authorize share repurchase plans, except in some cases in which we believe there are insufficient protections against use of an authorization for anti-takeover purposes.

 

·                  Management proposals to reduce the number of authorized shares of common or preferred stock, or to eliminate classes of preferred stock.

 

·                  Management proposals to effect stock splits.

 

·                  Management proposals to effect reverse stock splits if management proportionately reduces the authorized share amount set forth in the corporate charter.  Reverse stock splits that do not adjust proportionately to the authorized share amount generally will be approved if the resulting increase in authorized shares coincides with the proxy guidelines set forth above for common stock increases.

 

·                  Management dividend payout proposals, except where we perceive company payouts to shareholders as inadequate.

 

2.               We generally oppose the following (notwithstanding management support):

 

·                  Proposals to add classes of stock that would substantially dilute the voting interests of existing shareholders.

 

·                  Proposals to increase the authorized or issued number of shares of existing classes of stock that are unreasonably dilutive, particularly if there are no preemptive rights for existing shareholders. However, depending on market practices, we consider voting for proposals giving general authorization for issuance of shares not subject to pre-emptive rights if the authority is limited.

 

·                  Proposals that authorize share issuance at a discount to market rates, except where authority for such issuance is de minimis, or if there is a special situation that we believe justifies such authorization (as may be the case, for example, at a company under severe stress and risk of bankruptcy).

 

·                  Proposals relating to changes in capitalization by 100% or more.

 

We consider on a case-by-case basis shareholder proposals to increase dividend payout ratios, in light of market practice and perceived market weaknesses, as well as individual

 

14



 

company payout history and current circumstances.  For example, currently we perceive low payouts to shareholders as a concern at some Japanese companies, but may deem a low payout ratio as appropriate for a growth company making good use of its cash, notwithstanding the broader market concern.

 

F.                                      Takeover Defenses and Shareholder Rights.

 

1.               Shareholder rights plans:  We generally support proposals to require shareholder approval or ratification of shareholder rights plans (poison pills).  In voting on rights plans or similar takeover defenses, we consider on a case-by-case basis whether the company has demonstrated a need for the defense in the context of promoting long-term share value; whether provisions of the defense are in line with generally accepted governance principles in the market (and specifically the presence of an adequate qualified offer provision that would exempt offers meeting certain conditions from the pill); and the specific context if the proposal is made in the midst of a takeover bid or contest for control.

 

2.               Supermajority voting requirements: We generally oppose requirements for supermajority votes to amend the charter or bylaws, unless the provisions protect minority shareholders where there is a large shareholder.  In line with this view, in the absence of a large shareholder we support reasonable shareholder proposals to limit such supermajority voting requirements.

 

3.               Shareholder rights to call meetings:  We consider proposals to enhance shareholder rights to call meetings on a case-by-case basis.

 

4.               Reincorporation: We consider management and shareholder proposals to reincorporate to a different jurisdiction on a case-by-case basis.  We oppose such proposals if we believe the main purpose is to take advantage of laws or judicial precedents that reduce shareholder rights.

 

5.               Anti-greenmail provisions: Proposals relating to the adoption of anti-greenmail provisions will be supported, provided that the proposal: (i) defines greenmail; (ii) prohibits buyback offers to large block holders (holders of at least 1% of the outstanding shares and in certain cases, a greater amount, as determined by the Proxy Review Committee) not made to all shareholders or not approved by disinterested shareholders; and (iii) contains no anti-takeover measures or other provisions restricting the rights of shareholders.

 

6.               Bundled proposals:  We may consider opposing or abstaining on proposals if disparate issues are “bundled” and presented for a single vote.

 

G.                                    Auditors.   We generally support management proposals for selection or ratification of independent auditors.  However, we may consider opposing such proposals with reference to incumbent audit firms if the company has suffered from serious accounting irregularities and we believe rotation of the audit firm is appropriate, or if fees

 

15



 

paid to the auditor for non-audit-related services are excessive.  Generally, to determine if non-audit fees are excessive, a 50% test will be applied (i.e., non-audit-related fees should be less than 50% of the total fees paid to the auditor). We generally vote against proposals to indemnify auditors.

 

H.                                    Executive and Director Remuneration.

 

1.               We generally support the following:

 

·                  Proposals for employee equity compensation plans and other employee ownership plans, provided that our research does not indicate that approval of the plan would be against shareholder interest.  Such approval may be against shareholder interest if it authorizes excessive dilution and shareholder cost, particularly in the context of high usage (“run rate”) of equity compensation in the recent past; or if there are objectionable plan design and provisions.

 

·                  Proposals relating to fees to outside directors, provided the amounts are not excessive relative to other companies in the country or industry, and provided that the structure is appropriate within the market context.  While stock-based compensation to outside directors is positive if moderate and appropriately structured, we are wary of significant stock option awards or other performance-based awards for outside directors, as well as provisions that could result in significant forfeiture of value on a director’s decision to resign from a board (such forfeiture can undercut director independence).

 

·                  Proposals for employee stock purchase plans that permit discounts up to 15%, but only for grants that are part of a broad-based employee plan, including all non-executive employees.

 

·                  Proposals for the establishment of employee retirement and severance plans, provided that our research does not indicate that approval of the plan would be against shareholder interest.

 

2.               We generally oppose retirement plans and bonuses for non-executive directors and independent statutory auditors.

 

3.               Shareholder proposals requiring shareholder approval of all severance agreements will not be supported, but proposals that require shareholder approval for agreements in excess of three times the annual compensation (salary and bonus) generally will be supported. We generally oppose shareholder proposals that would establish arbitrary caps on pay.  We consider on a case-by-case basis shareholder proposals that seek to limit Supplemental Executive Retirement Plans (SERPs), but support such proposals where we consider SERPs to be excessive.

 

16



 

4.               Shareholder proposals advocating stronger and/or particular pay-for-performance models will be evaluated on a case-by-case basis, with consideration of the merits of the individual proposal within the context of the particular company and its labor markets, and the company’s current and past practices.  While we generally support emphasis on long-term components of senior executive pay and strong linkage of pay to performance, we consider whether a proposal may be overly prescriptive, and the impact of the proposal, if implemented as written, on recruitment and retention.

 

5.               We consider shareholder proposals for U.K.-style advisory votes on pay on a case-by-case basis.

 

6.               We generally support proposals advocating reasonable senior executive and director stock ownership guidelines and holding requirements for shares gained in executive equity compensation programs.

 

7.               We generally support shareholder proposals for reasonable “claw-back” provisions that provide for company recovery of senior executive bonuses to the extent they were based on achieving financial benchmarks that were not actually met in light of subsequent restatements.

 

8.               Management proposals effectively to re-price stock options are considered on a case-by-case basis.  Considerations include the company’s reasons and justifications for a re-pricing, the company’s competitive position, whether senior executives and outside directors are excluded, potential cost to shareholders, whether the re-pricing or share exchange is on a value-for-value basis, and whether vesting requirements are extended.

 

I.                                         Social, Political and Environmental Issues.  We consider proposals relating to social, political and environmental issues on a case-by-case basis to determine likely financial impacts on shareholder value, balancing concerns on reputational and other risks that may be raised in a proposal against costs of implementation. We may abstain from voting on proposals that do not have a readily determinable financial impact on shareholder value. While we support proposals that we believe will enhance useful disclosure, we generally vote against proposals requesting reports that we believe are duplicative, related to matters not material to the business, or that would impose unnecessary or excessive costs. We believe that certain social and environmental shareholder proposals may intrude excessively on management prerogatives, which can lead us to oppose them.

 

J.                                      Fund of Funds.  Certain Funds advised by an MSIM Affiliate invest only in other MSIM Funds.  If an underlying fund has a shareholder meeting, in order to avoid any potential conflict of interest, such proposals will be voted in the same proportion as the votes of the other shareholders of the underlying fund, unless otherwise determined by the Proxy Review Committee.

 

17


 


 

III.                                 ADMINISTRATION OF POLICY

 

The MSIM Proxy Review Committee (the “Committee”) has overall responsibility for the Policy.  The Committee, which is appointed by MSIM’s Chief Investment Officer of Global Equities (“CIO”) or senior officer, consists of senior investment professionals who represent the different investment disciplines and geographic locations of the firm, and is chaired by the director of the Corporate Governance Team (“CGT”).  Because proxy voting is an investment responsibility and impacts shareholder value, and because of their knowledge of companies and markets, portfolio managers and other members of investment staff play a key role in proxy voting, although the Committee has final authority over proxy votes.

 

The CGT Director is responsible for identifying issues that require Committee deliberation or ratification. The CGT, working with advice of investment teams and the Committee, is responsible for voting on routine items and on matters that can be addressed in line with these Policy guidelines.  The CGT has responsibility for voting case-by-case where guidelines and precedent provide adequate guidance.

 

The Committee will periodically review and have the authority to amend, as necessary, the Policy and establish and direct voting positions consistent with the Client Proxy Standard.

 

CGT and members of the Committee may take into account Research Providers’ recommendations and research as well as any other relevant information they may request or receive, including portfolio manager and/or analyst comments and research, as applicable.  Generally, proxies related to securities held in accounts that are managed pursuant to quantitative, index or index-like strategies (“Index Strategies”) will be voted in the same manner as those held in actively managed accounts, unless economic interests of the accounts differ.  Because accounts managed using Index Strategies are passively managed accounts, research from portfolio managers and/or analysts related to securities held in these accounts may not be available.  If the affected securities are held only in accounts that are managed pursuant to Index Strategies, and the proxy relates to a matter that is not described in this Policy, the CGT will consider all available information from the Research Providers, and to the extent that the holdings are significant, from the portfolio managers and/or analysts.

 

A.                                    Committee Procedures

 

The Committee meets at least annually to review and consider changes to the Policy. The Committee will appoint a subcommittee (the “Subcommittee”) to meet as needed between Committee meetings to address any outstanding issues relating to the Policy or its implementation.

 

The Subcommittee will meet on an ad hoc basis to (among other functions): (1) monitor and ratify “split voting” (i.e., allowing certain shares of the same issuer that are the

 

18



 

subject of the same proxy solicitation and held by one or more MSIM portfolios to be voted differently than other shares) and/or “override voting” (i.e., voting all MSIM portfolio shares in a manner contrary to the Policy); (2) review and approve upcoming votes, as appropriate, for matters as requested by CGT.

 

The Committee reserves the right to review voting decisions at any time and to make voting decisions as necessary to ensure the independence and integrity of the votes. The Committee or the Subcommittee are provided with reports on at least a monthly basis detailing specific key votes cast by CGT.

 

B.                                    Material Conflicts of Interest

 

In addition to the procedures discussed above, if the CGT Director determines that an issue raises a material conflict of interest, the CGT Director will request a special committee to review, and recommend a course of action with respect to, the conflict(s) in question (“Special Committee”).

 

A potential material conflict of interest could exist in the following situations, among others:

 

1.               The issuer soliciting the vote is a client of MSIM or an affiliate of MSIM and the vote is on a matter that materially affects the issuer.

 

2.               The proxy relates to Morgan Stanley common stock or any other security issued by Morgan Stanley or its affiliates except if echo voting is used, as with MSIM Funds, as described herein.

 

3.               Morgan Stanley has a material pecuniary interest in the matter submitted for a vote (e.g., acting as a financial advisor to a party to a merger or acquisition for which Morgan Stanley will be paid a success fee if completed).

 

If the CGT Director determines that an issue raises a potential material conflict of interest, depending on the facts and circumstances, the issue will be addressed as follows:

 

1.               If the matter relates to a topic that is discussed in this Policy, the proposal will be voted as per the Policy.

 

2.               If the matter is not discussed in this Policy or the Policy indicates that the issue is to be decided case-by-case, the proposal will be voted in a manner consistent with the Research Providers, provided that all the Research Providers have the same recommendation, no portfolio manager objects to that vote, and the vote is consistent with MSIM’s Client Proxy Standard.

 

19



 

3.               If the Research Providers’ recommendations differ, the CGT Director will refer the matter to the Subcommittee or a Special Committee to vote on the proposal, as appropriate.

 

The Special Committee shall be comprised of the CGT Director, the Chief Compliance Officer or his/her designee, a senior portfolio manager (if practicable, one who is a member of the Proxy Review Committee) designated by the Proxy Review Committee, and MSIM’s relevant Chief Investment Officer or his/her designee, and any other persons deemed necessary by the CGT Director. The CGT Director may request non-voting participation by MSIM’s General Counsel or his/her designee.  In addition to the research provided by Research Providers, the Special Committee may request analysis from MSIM Affiliate investment professionals and outside sources to the extent it deems appropriate.

 

C.                                    Proxy Voting Reporting

 

The CGT will document in writing all Committee, Subcommittee and Special Committee decisions and actions, which documentation will be maintained by the CGT for a period of at least six years.  To the extent these decisions relate to a security held by an MSIM Fund, the CGT will report the decisions to each applicable Board of Trustees/Directors of those Funds at each Board’s next regularly scheduled Board meeting. The report will contain information concerning decisions made during the most recently ended calendar quarter immediately preceding the Board meeting.

 

MSIM will promptly provide a copy of this Policy to any client requesting it. MSIM will also, upon client request, promptly provide a report indicating how each proxy was voted with respect to securities held in that client’s account.

 

MSIM’s Legal Department is responsible for filing an annual Form N-PX on behalf of each MSIM Fund for which such filing is required, indicating how all proxies were voted with respect to such Fund’s holdings.

 

APPENDIX A

 

The following procedures apply to accounts managed by Morgan Stanley AIP GP LP (“AIP”).

 

Generally, AIP will follow the guidelines set forth in Section II of MSIM’s Proxy Voting Policy and Procedures.  To the extent that such guidelines do not provide specific direction, or AIP determines that consistent with the Client Proxy Standard, the guidelines should not be followed, the Proxy Review Committee has delegated the voting authority to vote securities held by accounts managed by AIP to the Liquid Markets investment team and the Private Markets investment team of AIP.  A summary of

 

20



 

decisions made by the investment teams will be made available to the Proxy Review Committee for its information at the next scheduled meeting of the Proxy Review Committee.

 

In certain cases, AIP may determine to abstain from determining (or recommending) how a proxy should be voted (and therefore abstain from voting such proxy or recommending how such proxy should be voted), such as where the expected cost of giving due consideration to the proxy does not justify the potential benefits to the affected account(s) that might result from adopting or rejecting (as the case may be) the measure in question.

 

Waiver of Voting Rights

 

For regulatory reasons, AIP may either 1) invest in a class of securities of an underlying fund (the “Fund”) that does not provide for voting rights; or 2) waive 100% of its voting rights with respect to the following:

 

1.               Any rights with respect to the removal or replacement of a director, general partner, managing member or other person acting in a similar capacity for or on behalf of the Fund (each individually a “Designated Person,” and collectively, the “Designated Persons”), which may include, but are not limited to, voting on the election or removal of a Designated Person in the event of such Designated Person’s death, disability, insolvency, bankruptcy, incapacity, or other event requiring a vote of interest holders of the Fund to remove or replace a Designated Person; and

 

2.               Any rights in connection with a determination to renew, dissolve, liquidate, or otherwise terminate or continue the Fund, which may include, but are not limited to, voting on the renewal, dissolution, liquidation, termination or continuance of the Fund upon the occurrence of an event described in the Fund’s organizational documents; provided, however, that, if the Fund’s organizational documents require the consent of the Fund’s general partner or manager, as the case may be, for any such termination or continuation of the Fund to be effective, then AIP may exercise its voting rights with respect to such matter.

 

APPENDIX B

 

The following procedures apply to the portion of the Van Kampen Dynamic Credit Opportunities Fund (“VK Fund”) sub advised by Avenue Europe International Management, L.P. (“Avenue”).  (The portion of the VK Fund managed solely by Van Kampen Asset Management will continue to be subject to MSIM’s Policy.)

 

1.               Generally:  With respect to Avenue’s portion of the VK Fund, the Board of Trustees of the VK Fund will retain sole authority and responsibility for proxy voting.  The Adviser’s involvement in the voting process of Avenue’s portion

 

21



 

of the VK Fund is a purely administrative function, and serves to execute and deliver the proxy voting decisions made by the VK Fund Board in connection with the Avenue portion of the VK Fund, which may, from time to time, include related administrative tasks such as receiving proxies, following up on missing proxies, and collecting data related to proxies.  As such, the Adviser shall not be deemed to have voting power or shared voting power with Avenue with respect to Avenue’s portion of the Fund.

 

2.               Voting Guidelines:  All proxies, with respect to Avenue’s portion of the VK Fund, will be considered by the VK Fund Board or such subcommittee as the VK Fund Board may designate from time to time for determination and voting approval.  The VK Board or its subcommittee will timely communicate to MSIM’s Corporate Governance Group its proxy voting decisions, so that among other things the votes will be effected consistent with the VK Board’s authority.

 

3.               Administration:  The VK Board or its subcommittee will meet on an adhoc basis as may be required from time to time to review proxies that require its review and determination.  The VK Board or its subcommittee will document in writing all of its decisions and actions which will be maintained by the VK Fund, or its designee(s), for a period of at least 6 years.  If a subcommittee is designated, a summary of decisions made by such subcommittee will be made available to the full VK Board for its information at its next scheduled respective meetings.

 

22



 

Item 8. Portfolio Managers of Closed-End Management Investment Companies

 

The Turkish Investment Fund, Inc.

 

FUND MANAGEMENT

 

PORTFOLIO MANAGEMENT.  As of the date of this report, the Fund is managed by members of the Emerging Markets Equity team. The team consists of portfolio managers and analysts. Current members of the team jointly and primarily responsible for the day-to-day management of the Fund’s portfolio and the overall execution of the strategy of the Fund are Paul Psaila and Eric Carlson, each a Managing Director of the Adviser.

 

Mr. Psaila has been associated with the Adviser in an investment management capacity since February 1994 and began managing the Fund in September 1997.  Mr. Carlson has been associated with the Adviser in an investment management capacity since September 1997 and began managing the Fund in January 2006.

 

The composition of the team may change from time to time.

 

OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGERS

 

As of October 31, 2009:

 

Mr. Psaila managed nine registered investment companies with a total of approximately $4.4 billion in assets; six pooled investment vehicles other than registered investment companies with a total of approximately $3.8 billion in assets; and 23 other accounts with a total of approximately $4.4 billion in assets.  Of these other accounts, five accounts with a total of approximately $1.6 billion in assets, had performance-based fees.

 

Mr. Carlson managed nine registered investment companies with a total of approximately $4.4 billion in assets; six pooled investment vehicles other than registered investment companies with a total of approximately $3.8 billion in assets; and 23 other accounts with a total of approximately $4.4 billion in assets.  Of these other accounts, five accounts with a total of approximately $1.6 billion in assets, had performance-based fees.

 

Because the portfolio managers manages assets for other investment companies, pooled investment vehicles and/or other accounts (including institutional clients, pension plans and certain high net worth individuals), there may be an incentive to favor one client over another resulting in conflicts of interest. For instance, the Adviser may receive fees from certain accounts that are higher than the fee it receives from the Fund, or it may receive a performance-based fee on certain accounts. In those instances, the portfolio manager may have an incentive to favor the higher and/or performance-based fee accounts over the Fund.  In addition, a conflict of interest could exist to the extent the Adviser has proprietary investments in certain accounts, where portfolio managers have personal investments in certain accounts or when certain accounts are investment options in the Adviser’s employee benefits and/ or deferred compensation plans.  The portfolio managers may have an incentive to favor these accounts over others.  If the Adviser manages accounts that engage in short sales of securities of the type in which the Fund invests, the Adviser could be seen as harming the performance of the Fund for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall.  The Adviser has adopted trade allocation and other policies and procedures that it believes are reasonably designed to address these and other conflicts of interest.

 

PORTFOLIO MANAGER COMPENSATION STRUCTURE

 

Portfolio managers receive a combination of base compensation and discretionary compensation, comprising a cash bonus and several deferred compensation programs described below. The methodology

 

23



 

used to determine portfolio manager compensation is applied across all funds/accounts managed by the portfolio managers.

 

BASE SALARY COMPENSATION. Generally, portfolio managers receive base salary compensation based on the level of their position with the Adviser.

 

DISCRETIONARY COMPENSATION. In addition to base compensation, portfolio managers may receive discretionary compensation.

 

Discretionary compensation can include:

 

·           Cash Bonus.

 

·           Morgan Stanley’s Long Term Incentive Compensation awards - a mandatory program that defers a portion of discretionary year-end compensation into restricted stock units or other awards based on Morgan Stanley common stock or other investments that are subject to vesting and other conditions.

 

·           Investment Management Alignment Plan (IMAP) awards - a mandatory program that defers a portion of discretionary year-end compensation and notionally invest s it in designated funds advised by the Adviser or its affiliates. The award is subject to vesting and other conditions. Portfolio managers must notionally invest a minimum of 25% to a maximum of 100% of their IMAP deferral account into a combination of the designated funds they manage that are included in the IMAP fund menu, which may or may not include the Fund.  For 2008 awards, a clawback provision was implemented that could be triggered if the individual engages in conduct detrimental to the Adviser or its affiliates.

 

·           Voluntary Deferred Compensation Plans - voluntary programs that permit certain employees to elect to defer a portion of their discretionary year-end compensation and notionally invest the deferred amount across a range of designated investment funds, including funds advised by the Adviser or its affiliates.

 

Several factors determine discretionary compensation, which can vary by portfolio management team and circumstances. In order of relative importance, these factors include:

 

·           Investment performance. A portfolio manager’s compensation is linked to the pre-tax investment performance of the funds/accounts managed by the portfolio manager. Investment performance is calculated for one-, three- and five-year periods measured against a fund’s/account’s primary benchmark (as set forth in the fund’s prospectus), indices and/or peer groups where applicable. Generally, the greatest weight is placed on the three- and five-year periods.

 

·         & #160; Revenues generated by the investment companies, pooled investment vehicles and other accounts managed by the portfolio manager.

 

·           Contribution to the business objectives of the Adviser.

 

·           The dollar amount of assets managed by the portfolio manager.

 

·           Market compensation survey research by independent third parties.

 

·           Other qualitative factors, such as contributions to client objectives.

 

·           Performance of Morgan Stanley and Morgan Stanley Investment Management, and the overall performance of the investment team(s) of which the portfolio manager is a member.

 

SECURITIES OWNERSHIP OF PORTFOLIO MANAGERS

 

As of October 31, 2009, the portfolio managers do not own any shares of the Fund.

 

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Item 9. Closed-End Fund Repurchases

 

The Turkish Investment Fund, Inc.*

 

 

 

 

 

 

 

TOTAL NUMBER

 

MAXIMUM NUMBER

 

 

 

 

 

 

 

OF SHARES

 

OF SHARES THAT

 

 

 

 

 

 

 

PURCHASED AS

 

MAY YET BE

 

 

 

TOTAL NUMBER

 

AVERAGE

 

PART OF PUBLICLY

 

PURCHASED UNDER

 

 

 

OF SHARES

 

PRICE PAID

 

ANNOUNCED PLANS

 

THE PLANS

 

Period

 

PURCHASED

 

PER SHARE

 

OR PROGRAMS

 

OR PROGRAMS

 

May

 

 

 

 

Unlimited

 

June

 

 

 

 

Unlimited

 

July

 

 

 

 

Unlimited

 

August

 

 

 

 

Unlimited

 

September

 

 

 

 

Unlimited

 

October

 

 

 

 

Unlimited

 

 


*  The Share Repurchase Program commenced on 9/15/1998.

The Fund expects to continue to repurchase its outstanding shares at such time and in such amounts as it believes will further the accomplishment of the foregoing objectives, subject to review by the Board of Directors.

 

25



 

Item 10. Submission of Matters to a Vote of Security Holders

 

Not applicable.

 

Item 11. Controls and Procedures

 

(a)  The Fund’s principal executive officer and principal financial officer have concluded that the Fund’s disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Fund in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, based upon such officers’ evaluation of these controls and procedures as of a date within 90 days of the filing date of the report.

 

(b)  There were no changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12. Exhibits

 

(a) The Code of Ethics for Principal Executive and Senior Financial Officers is attached hereto.

 

(b) A separate certification for each principal executive officer and principal financial officer of the registrant are attached hereto as part of EX-99.CERT.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

The Turkish Investment Fund, Inc.

 

/s/ Randy Takian

 

Randy Takian

Principal Executive Officer

December 17, 2009

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

/s/ Randy Takian

 

Randy Takian

Principal Executive Officer

December 17, 2009

 

/s/ James Garrett

 

James Garrett

Principal Financial Officer

December 17, 2009

 


EX-99.CODEETH 2 a09-32966_5ex99dcodeeth.htm EX-99.CODEETH

Exhibit 99.CODEETH

 

EXHIBIT 12 A

 

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
ADOPTED SEPTEMBER 28, 2004, AS AMENDED SEPTEMBER 20, 2005

 

I.                                       This Code of Ethics (the “Code”) for the investment companies within the Morgan Stanley complex identified in Exhibit A (collectively, “Funds” and each, a “Fund”) applies to each Fund’s Principal Executive Officer, President, Principal Financial Officer and Treasurer (or persons performing similar functions) (“Covered Officers” each of whom are set forth in Exhibit B) for the purpose of promoting:

 

·                                          honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

 

·                                          full, fair, accurate, timely and understandable disclosure in reports and documents that a company files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Fund;

 

·                                          compliance with applicable laws and governmental rules and regulations;

 

·                                          prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

 

·                                          accountability for adherence to the Code.

 

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.  Any question about the application of the Code should be referred to the General Counsel or his/her designee (who is set forth in Exhibit C).

 

II.                                   Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest

 

Overview.  A “conflict of interest” occurs when a Covered Officer’s private interest interferes, or appears to interfere, with the interests of, or his service to, the Fund.  For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Fund.

 

Certain conflicts of interest arise out of the relationships between Covered Officers and the Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (“Investment Company Act”) and the Investment

 

1



 

Advisers Act of 1940 (“Investment Advisers Act”).  For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Fund because of their status as “affiliated persons” (as defined in the Investment Company Act) of the Fund.  The Fund’s and its investment adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions.  This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside the parameters of this Code, unless or until the General Counsel determines that any violation of such programs and procedures is also a violation of this Code.

 

Although typically not presenting an opportunity for improper personal benefit, conflicts may arise from, or as a result of, the contractual relationship between the Fund and its investment adviser of which the Covered Officers are also officers or employees.  As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Fund or for the investment adviser, or for both), be involved in establishing policies and implementing decisions that will have different effects on the Fund and its investment adviser.  The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Fund and the investment adviser and is consistent with the performance by the Covered Officers of their duties as officers of the Fund.  Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically.  In addition, it is recognized by the Funds’ Boards of Directors/Trustees (“Boards”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.

 

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act.  The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive.  The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Fund.

 

Each Covered Officer must not:

 

·                                          use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund whereby the Covered Officer would benefit personally (directly or indirectly);

 

·                                          cause the Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Fund; or

 

·                                          use material non-public knowledge of portfolio transactions made or contemplated for, or actions proposed to be taken by, the Fund to trade personally or cause others to trade personally in contemplation of the market effect of such transactions.

 

2



 

Each Covered Officer must, at the time of signing this Code, report to the General Counsel all affiliations or significant business relationships outside the Morgan Stanley complex and must update the report annually.

 

Conflict of interest situations should always be approved by the General Counsel and communicated to the relevant Fund or Fund’s Board.  Any activity or relationship that would present such a conflict for a Covered Officer would likely also present a conflict for the Covered Officer if an immediate member of the Covered Officer’s family living in the same household engages in such an activity or has such a relationship.  Examples of these include:

 

·                                          service or significant business relationships as a director on the board of any public or private company;

 

·                                          accepting directly or indirectly, anything of value, including gifts and gratuities in excess of $100 per year from any person or entity with which the Fund has current or prospective business dealings, not including occasional meals or tickets for theatre or sporting events or other similar entertainment; provided it is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

 

·                                          any ownership interest in, or any consulting or employment relationship with, any of the Fund’s service providers, other than its investment adviser, principal underwriter, or any affiliated person thereof; and

 

·                                          a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

 

III.                               Disclosure and Compliance

 

·                                          Each Covered Officer should familiarize himself/herself with the disclosure and compliance requirements generally applicable to the Funds;

 

·                                          each Covered Officer must not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, whether within or outside the Fund, including to the Fund’s Directors/Trustees and auditors, or to governmental regulators and self-regulatory organizations;

 

·                                          each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Funds and their investment advisers with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds; and

 

3



 

·                                          it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

 

IV.                              Reporting and Accountability

 

Each Covered Officer must:

 

·                                          upon adoption of the Code (thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Boards that he has received, read and understands the Code;

 

·                                          annually thereafter affirm to the Boards that he has complied with the requirements of the Code;

 

·                                          not retaliate against any other Covered Officer, other officer or any employee of the Funds or their affiliated persons for reports of potential violations that are made in good faith; and

 

·                                          notify the General Counsel promptly if he/she knows or suspects of any violation of this Code.  Failure to do so is itself a violation of this Code.

 

The General Counsel is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation.  However, any waivers(2) sought by a Covered Officer must be considered by the Board of the relevant Fund or Funds.

 

The Funds will follow these procedures in investigating and enforcing this Code:

 

·                                          the General Counsel will take all appropriate action to investigate any potential violations reported to him;

 

·                                          if, after such investigation, the General Counsel believes that no violation has occurred, the General Counsel is not required to take any further action;

 

·                                          any matter that the General Counsel believes is a violation will be reported to the relevant Fund’s Audit Committee;

 

·                                          if the directors/trustees/managing general partners who are not “interested persons” as defined by the Investment Company Act (the “Independent Directors/Trustees/Managing General Partners”) of the relevant Fund concur that a violation has occurred, they will consider appropriate action, which may include review of, and appropriate modifications to, applicable

 

(2) Item 2 of Form N-CSR defines “waiver” as “the approval by the registrant of a material departure from a provision of the code of ethics.”

 

4



 

policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer or other appropriate disciplinary actions;

 

·                                          the Independent Directors/Trustees/Managing General Partners of the relevant Fund will be responsible for granting waivers of this Code, as appropriate; and

 

·                                          any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

 

V.                                  Other Policies and Procedures

 

This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and forms applicable to registered investment companies thereunder.  Insofar as other policies or procedures of the Funds, the Funds’ investment advisers, principal underwriters, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code unless any provision of this Code conflicts with any applicable federal or state law, in which case the requirements of such law will govern.  The Funds’ and their investment advisers’ and principal underwriters’ codes of ethics under Rule 17j-1 under the Investment Company Act and Morgan Stanley’s Code of Ethics are separate requirements applying to the Covered Officers and others, and are not part of this Code.

 

VI.                              Amendments

 

Any amendments to this Code, other than amendments to Exhibits A, B or C, must be approved or ratified by a majority vote of the Board of each Fund, including a majority of Independent Directors/Trustees/Managing General Partners.

 

VII.                          Confidentiality

 

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly.  Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Independent Directors/Trustees/Managing General Partners of the relevant Fund or Funds and their counsel, the relevant Fund or Funds and their counsel and the relevant investment adviser and its counsel.

 

5



 

VIII.                      Internal Use

 

The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of any Fund, as to any fact, circumstance, or legal conclusion

 

I have read and understand the terms of the above Code.  I recognize the responsibilities and obligations incurred by me as a result of my being subject to the Code.  I hereby agree to abide by the above Code.

 

 

 

 

 

 

Date:

 

 

 

6



 

EXHIBIT B

 

Institutional Funds

Covered Officers

 

Randy Takian —President and Principal Executive Officer

James W. Garrett — Chief Financial Officer and Treasurer

 

Retail Funds

Covered Officers

 

Randy Takian —President and Principal Executive Officer

Francis Smith — Chief Financial Officer and Treasurer

 

Morgan Stanley India Investment Fund, Inc.

Covered Officers

 

Randy Takian — President and Principal Executive Officer

James W. Garrett — Chief Financial Officer and Treasurer

 

7



 

EXHIBIT C

 

General Counsel

 

Arthur Lev

 

8


EX-99.CERT 3 a09-32966_5ex99dcert.htm EX-99.CERT

Exhibit 99.CERT

 

I, Randy Takian, certify that:

 

1.               I have reviewed this report on Form N-CSR of The Turkish Investment Fund, Inc.;

 

2.               Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.               Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.               The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

a)              designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)             designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)              evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

d)             disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.               The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)              all significant deficiencies and material weaknesses in the design or operation of internal control  over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

b)             any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

 

 

Date: December 17, 2009

 

 

/s/ Randy Takian

 

Randy Takian

 

Principal Executive Officer

 



 

I, James Garrett, certify that:

 

1.               I have reviewed this report on Form N-CSR of The Turkish Investment Fund, Inc.;

 

2.               Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.               Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.               The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

a)              designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)           designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)              evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

d)             disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.               The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)              all significant deficiencies and material weaknesses in the design or operation of internal control  over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

b)             any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

 

Date: December 17, 2009

 

 

 

 

 

 

/s/ James Garrett

 

Principal Financial Officer

 


EX-99.906CERT 4 a09-32966_5ex99d906cert.htm EX-99.906CERT

Exhibit 99.906CERT

Certification Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

 

Name of Issuer: The Turkish Investment Fund, Inc.

 

In connection with the Report on Form N-CSR (the “Report”) of the above-named issuer for the period ended October 31, 2009 that is accompanied by this certification, the undersigned hereby certifies that:

 

1.                                       The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.                                       The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.

 

 

Date: December 17, 2009

 

 

/s/ Randy Takian

 

Randy Takian

 

Principal Executive Officer

 

 

A signed original of this written statement required by Section 906 has been provided to The Turkish Investment Fund, Inc. and will be retained by The Turkish Investment Fund, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.  This written statement required by Section 906 is being furnished with this report, but not being filed as part of this Report.

 



 

Certification Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

 

Name of Issuer: The Turkish Investment Fund, Inc.

 

In connection with the Report on Form N-CSR (the “Report”) of the above-named issuer for the period ended October 31, 2009 that is accompanied by this certification, the undersigned hereby certifies that:

 

1.                                       The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.                                       The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.

 

 

Date: December 17, 2009

/s/ James Garrett

 

James Garrett

 

Principal Financial Officer

 

 

A signed original of this written statement required by Section 906 has been provided to The Turkish Investment Fund, Inc. and will be retained by The Turkish Investment Fund, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.  This written statement required by Section 906 is being furnished with this report, but not being filed as part of this Report.

 


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