EX-99.(A)(11) 2 a15-4221_1ex99da11.htm EX-99.(A)(11)

Exhibit 99.(a)(11)

 

CERTIFICATE

 

The undersigned hereby certifies that she is the Secretary of Morgan Stanley Multi Cap Growth Trust (the “Trust”), an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts, that annexed hereto is an Instrument Establishing and Designating a Class of Shares of the Trust duly adopted by the Trustees of the Trust on April 22, 2015, as provided in Section 6.9(h) of the Declaration of Trust of the Trust, said Instrument to take effect on April 30, 2015, and I do hereby further certify that such Instrument has not been amended and is on the date hereof in full force and effect.

 

Dated this 22nd day of April, 2015

 

 

 

/s/ Mary E. Mullin

 

Mary E. Mullin

 

Secretary

 


 

AMENDMENT

 

Dated:

April 22, 2015

To be Effective:

April 30, 2015

 

TO

 

MORGAN STANLEY MULTI CAP GROWTH TRUST

 

DECLARATION OF TRUST

 

DATED

 

October 16, 1995

 


 

MORGAN STANLEY MULTI CAP GROWTH TRUST

 

INSTRUMENT ESTABLISHING AND DESIGNATING A CLASS OF SHARES OF THE TRUST

 

WHEREAS, Morgan Stanley Multi Cap Growth Trust (the “Trust”) was established by the Declaration of Trust, dated October 16, 1995, as amended from time to time (the “Declaration”), under the laws of the Commonwealth of Massachusetts;

 

WHEREAS, Section 6.9(h) of the Declaration provides that the establishment and designation of any additional class of shares shall be effective upon the execution by a majority of the then Trustees of an instrument setting forth such establishment and designation and the relative rights, preferences, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of such class, or as otherwise provided in such instrument, which instrument shall have the status of an amendment to the Declaration; and

 

WHEREAS, the Trustees of the Trust have deemed it advisable to establish and designate an additional class of shares, to be known as Class C as provided herein;

 

NOW, THEREFORE:

 

I.                                                     Pursuant to Section 6.9(h) of the Declaration, there is hereby established and designated an additional class of shares, to be known as Class C (the “Additional Class”), which shall be subject to the relative rights, preferences, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption set forth in the Declaration with respect to the existing classes of shares of the Trust, known as Class A, Class B, Class I, Class L and Class IS (the “Existing Classes”), except to the extent the Trust’s Multiple Class Plan Pursuant to Rule 18f-3 attached hereto as Exhibit A sets forth differences among each of the Existing Classes and the Additional Class.

 

II.                                                The undersigned hereby certify that this Instrument has been duly adopted in accordance with the provisions of the Declaration.

 

III.                                           This Instrument may be executed in more than one counterpart, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

 


 

Exhibit A

 

MORGAN STANLEY FUNDS

AMENDED AND RESTATED MULTIPLE CLASS PLAN

PURSUANT TO RULE 18F-3

 

INTRODUCTION

 

This plan (the “Plan”) is adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the “1940 Act”), effective as of July 28, 1997, as amended and restated as of September 26, 2007, September 30, 2010, July 31, 2011, February 25, 2013, February 28, 2013, April 1, 2013, July 2, 2013, September 16, 2013, October 1, 2013, October 15, 2013, May 29, 2014, March 30, 2015 and April 30, 2015. The Plan relates to shares of the open-end investment companies to which Morgan Stanley Investment Management Inc. acts as investment adviser (the “Adviser”), that are listed on Schedule A, as may be amended from time to time (each, a “Fund” and collectively, the “Funds”). The Funds are distributed pursuant to a system (the “Multiple Class System”) in which each class of shares (each, a “Class” and collectively, the “Classes”) of a Fund represents a pro rata interest in the same portfolio of investments of the Fund and differs only to the extent outlined below.

 

I.                              DISTRIBUTION ARRANGEMENTS

 

One or more Classes of shares of the Funds are offered for purchase by investors with the sales load structures described below. In addition, pursuant to Rule 12b-1 under the 1940 Act, the Funds have each adopted Plans of Distribution and Shareholder Service Plans (the “12b-1 Plan”) under which shares of certain Classes are subject to the service and/or distribution fees (“12b-1 Fees”) described below.

 

1.                            Class A Shares

 

Class A shares are offered with a front-end sales load (“FESL”). The schedule of sales charges applicable to a Fund and the circumstances under which the sales charges are subject to reduction are set forth in each Fund’s current prospectus. As stated in each Fund’s current prospectus, Class A shares may be purchased at net asset value (without a FESL): (i) in the case of certain large purchases of such shares; and (ii) by certain limited categories of investors, in each case, under the circumstances and conditions set forth in each Fund’s current prospectus. Class A shares purchased at net asset value may be subject to a contingent deferred sales charge (“CDSC”) on redemptions made within eighteen months after purchase. Further information relating to the CDSC, including the manner in which it is calculated, is set forth in paragraph 8 below.  Class A shares are also subject to payments under each Fund’s Distribution and/or Shareholder Service Plan to reimburse Morgan Stanley Distribution, Inc. (the “Distributor”), its broker-dealer affiliates and other broker-dealers, financial institutions or intermediaries for distribution and/or shareholder service expenses incurred by them specifically on behalf of the Class, assessed at an annual rate of up to 0.25% of average daily net assets. The entire amount of the 12b-1 fee represents a service fee under the Rules of the Financial Industry Regulatory Authority (“FINRA”) (of which the Distributor is a member).

 


 

2.                            Class B Shares

 

Class B shares are offered without a FESL, but will in most cases be subject to a six-year declining CDSC which is calculated in the manner set forth in paragraph 8 below. The schedule of CDSC charges applicable to each Fund is set forth in each Fund’s current prospectus. With the exception of certain of the Funds which have a different formula described below (Morgan Stanley Global Fixed Income Opportunities Fund (formerly, Morgan Stanley Flexible Income Fund), Morgan Stanley Mortgage Securities Trust and Morgan Stanley U.S. Government Securities Trust),(1) Class B shares are also subject to a fee under each Fund’s respective 12b-1 Plan, assessed at the annual rate of up to 1.00% of the lesser of: (i) the average daily aggregate sales of the Fund’s Class B shares since the Fund’s inception (not including reinvestment of dividends and capital gains distributions from the Fund) less the average daily aggregate net asset value of the Fund’s Class B shares redeemed since the Fund’s inception upon which a CDSC has been imposed or upon which such charge has been waived or (ii) the average daily net assets of Class B. A portion of the 12b-1 fee equal to up to 0.25% of the Fund’s average daily net assets represents a service fee under the Rules of FINRA and the remaining portion of the 12b-1 fee, if any, represents an asset-based sales charge. Also, Class B shares have a conversion feature (“Conversion Feature”) under which such shares convert to Class A shares after 8 years. Details of the Conversion Feature are set forth in Section IV below.

 

3.                            Class C Shares

 

Class C shares are offered without imposition of a FESL, but will in most cases be subject to a CDSC of 1.00% on redemptions made within one year after purchase. Further information relating to the CDSC is set forth in paragraph 8 below. In addition, Class C shares, under each Fund’s 12b-1 Plan, are subject to 12b-1 payments to reimburse the Distributor, its broker-dealer affiliates and other broker-dealers for distribution and shareholder service expenses incurred by them specifically on behalf of the Class, assessed at the annual rate of up to 1.00% of the average daily net assets of the Class.  A portion of the 12b-1 fee equal to up to 0.25% of the Fund’s average daily net assets is characterized as a service fee within the meaning of FINRA guidelines. Unlike Class B shares, Class C shares do not have the Conversion Feature.

 

(1)                                              The payments under the 12b-1 Plan for each of Morgan Stanley Global Fixed Income Opportunities Fund (formerly, Morgan Stanley Flexible Income Fund) and Morgan Stanley Mortgage Securities Trust are assessed at the annual rate of up to 0.85% of the lesser of: (a) the average daily aggregate sales of the Fund’s Class B shares since the Fund’s inception (not including reinvestment of dividends and capital gains distributions from the Fund) less the average daily aggregate net asset value of the Fund’s Class B shares redeemed since the Fund’s inception upon which a CDSC has been imposed or upon which such charge has been waived or (b)  the average daily net assets of Class B. The payments under the 12b-1 Plan for Morgan Stanley U.S. Government Securities Trust are assessed at the annual rate of up to 0.75% (0.65% on amounts over $10 billion) of the lesser of: (a) the average daily aggregate sales of the Fund’s Class B shares since the Fund’s inception (not including reinvestment of dividends and capital gains distributions from the Fund) less the average daily aggregate net asset value of the Fund’s Class B shares redeemed since the Fund’s inception upon which a CDSC has been imposed or upon which such charge has been waived or (b)  the average daily net assets of Class B.

 


 

4.                                      Class L Shares (formerly, Class C Shares)

 

Class L shares are offered without imposition of a FESL or a CDSC.  In addition, Class L shares, under each Fund’s 12b-1 Plan, are subject to 12b-1 payments to reimburse the Distributor, its broker-dealer affiliates and other broker-dealers for distribution and shareholder service expenses incurred by them specifically on behalf of the Class, assessed at the annual rate of up to 0.75% of the average daily net assets of Class L with respect to each Fund other than Morgan Stanley Global Fixed Income Opportunities Fund (formerly, Morgan Stanley Flexible Income Fund), Morgan Stanley Mortgage Securities Trust and Morgan Stanley U.S. Government Securities Trust, for which such 12b-1 payments are assessed at an annual rate of up to 0.50% of the average daily net assets of Class L.  A portion of the 12b-1 fee equal to up to 0.25% of the Fund’s average daily net assets is characterized as a service fee within the meaning of FINRA guidelines. Unlike Class B shares, Class L shares do not have the Conversion Feature.

 

5.                                      Class I Shares

 

Class I shares are offered without imposition of a FESL, CDSC or a 12b-1 fee for purchases of Fund shares by (i) investors meeting an initial minimum investment requirement and (ii) certain other limited categories of investors, as disclosed in each Fund’s current prospectus.

 

6.                                     Class IS Shares

 

Class IS shares are offered without imposition of a FESL, CDSC or a 12b-1 fee for purchases of Fund shares by (i) investors who meet an initial minimum investment requirement of $10,000,000 or are defined contribution, defined benefit or other employer sponsored employee benefit plans with minimum plan assets of $250,000,000, whether or not qualified under the Internal Revenue Code, in each case subject to the discretion of the Adviser, and (ii) certain other limited categories of investors, as disclosed in each Fund’s current prospectus.  In addition, no sub-accounting or other similar fees or any finder’s fee payments are charged or paid on Class IS shares.

 

7.                                     Additional Classes of Shares

 

The Boards of Directors/Trustees of the Funds have the authority to create additional Classes, or change existing Classes, from time to time, in accordance with Rule 18f-3 under the 1940 Act.

 

8.                                      Calculation of the CDSC

 

Any applicable CDSC is calculated based upon the lesser of net asset value of the shares at the time of purchase or at the time of redemption. The CDSC does not apply to amounts representing an increase in share value due to capital appreciation and shares acquired through the reinvestment of dividends or capital gains distributions. The CDSC schedule applicable to a Fund and the circumstances in which the CDSC is subject to waiver are set forth in each Fund’s prospectus.

 

II.                                   EXPENSE ALLOCATIONS

 

Expenses incurred by a Fund will be allocated among the various Classes of shares pro rata based on the net assets of the Fund attributable to each Class, except that 12b-1 or service fees, sub-accounting

 


 

fees and expenses of a Fund’s operations which are directly attributable to such Class are allocated directly to that Class.

 

III.                              CLASS DESIGNATION

 

All shares of the Funds held prior to July 28, 1997 (other than the shares held by certain employee benefit plans established by Morgan Stanley & Co. LLC (formerly, Morgan Stanley & Co. Incorporated) and shares of Funds offered with a FESL) have been designated Class B shares. Shares held prior to July 28, 1997 by such employee benefit plans have been designated Class I shares. Shares held prior to July 28, 1997 of Funds offered with a FESL have been designated Class I shares. Prior to December 2007, Class I shares were named Class D shares.   Prior to February 25, 2013, Class L shares were named Class C shares.  Class IS shares were established on February 28, 2013.  Class C shares were established on April 30, 2015.

 

IV.                               CONVERSION FEATURES

 

1.                                      Class B to Class A

 

Class B shares of each Fund will automatically convert to Class A shares, based on the relative net asset values of the shares of the two Classes on the conversion date, which will be approximately eight (8) years after the date of the original purchase. Conversions will be effected once a month. The eight-year period will be calculated from the last day of the month in which the shares were purchased or, in the case of Class B shares acquired through an exchange or a series of exchanges, from the last day of the month in which the original Class B shares were purchased. There will also be conversions at that time such proportion of Class B shares acquired through automatic reinvestment of dividends owned by the shareholder as the total number of his or her Class B shares converting at the time bears to the total number of outstanding Class B shares purchased and owned by the shareholder. In the case of Class B shares previously exchanged for Advisor Class shares of Morgan Stanley Limited Duration U.S. Government Trust (formerly, Morgan Stanley Limited Duration U.S. Treasury Trust), a “Morgan Stanley Money Market Fund” or a “Morgan Stanley Multi-Class Fund” (as such terms are defined in the prospectus of each Fund), the period of time the shares were held in any of such Funds (calculated from the last day of the month in which the shares of any of such Funds were acquired) will be counted toward the holding period for conversion.  Conversions will be suspended during any period in which the expense ratio of the Class B shares is lower than the expense ratio of the Class A shares.

 

2.                                     Class I to Class IS

 

Morgan Stanley Investment Management Inc. may convert Class I shares into Class IS shares (if available), provided that following the conversion the shareholder meets the then applicable eligibility requirements for Class IS shares.   Any such conversion will occur at the respective net asset values of the share classes next calculated after such conversion without the imposition of any charge.

 

V.                          EXCHANGE PRIVILEGES

 

Shares of each Class may be exchanged for shares of the same Class of the other open-end investment companies to which Morgan Stanley Investment Management Inc. acts as a sponsor and investment adviser (each, a “Morgan Stanley Multi-Class Fund”) and for shares of a “Morgan Stanley Money Market Fund” (as such terms are defined in the prospectus of each Fund, and together with the

 


 

“Morgan Stanley Multi-Class Funds,” the “Morgan Stanley Funds”) or for Advisor Class shares of Morgan Stanley Limited Duration U.S. Government Trust, if available, without the imposition of an exchange fee, as described in each Fund’s prospectus and/or statement of additional information.

 

The exchange privilege of each Fund may be terminated or revised at any time by the Fund upon such notice as may be required by applicable regulatory agencies as described in each Fund’s prospectus.

 

VI.                               VOTING

 

Each Class shall have exclusive voting rights on any matter that relates solely to its 12b-1 Plan, except that Class B shareholders will have the right to vote on any proposed material increase in Class A’s expenses, including payments under the Class A 12b-1 Plan, if such proposal is submitted separately to Class A shareholders. In addition, each Class shall have separate voting rights on any matter submitted to shareholders in which the interests of one Class differ from the interests of any other Class.

 


 

MORGAN STANLEY FUNDS

AMENDED AND RESTATED MULTIPLE CLASS PLAN

PURSUANT TO RULE 18F-3

SCHEDULE A

AT APRIL 30, 2015

 

CLASS A, B, C, L AND I SHARES

 

Morgan Stanley European Equity Fund Inc.

 

Morgan Stanley Global Fixed Income Opportunities Fund

 

Morgan Stanley Mortgage Securities Trust

 

Morgan Stanley Multi Cap Growth Trust

 

Morgan Stanley U.S. Government Securities Trust

 

CLASS IS SHARES

 

Morgan Stanley Global Fixed Income Opportunities Fund

 

Morgan Stanley Multi Cap Growth Trust

 


 

IN WITNESS THEREOF, the undersigned, the Trustees of the Trust, have executed this Instrument this 22nd day of April, 2015.

 

/s/ Frank L. Bowman

 

/s/ Michael Bozic

Frank L. Bowman, as Trustee, and not individually

 

Michael Bozic, as Trustee, and not individually

c/o Kramer Levin Naftalis & Frankel LLP

 

c/o Kramer Levin Naftalis & Frankel LLP

Counsel to the Independent Trustees

 

Counsel to the Independent Trustees

1177 Avenue of the Americas

 

1177 Avenue of the Americas

New York, NY 10036

 

New York, NY 10036

 

 

 

 

 

 

/s/ Kathleen A. Dennis

 

/s/ Nancy C. Everett

Kathleen A. Dennis, as Trustee, and not individually

 

Nancy C. Everett, as Trustee, and not individually

c/o Kramer Levin Naftalis & Frankel LLP

 

c/o Kramer Levin Naftalis & Frankel LLP

Counsel to the Independent Trustees

 

Counsel to the Independent Trustees

1177 Avenue of the Americas

 

1177 Avenue of the Americas

New York, NY 10036

 

New York, NY 10036

 

 

 

 

 

 

/s/ Jakki L. Haussler

 

/s/ Manuel H. Johnson

Jakki L. Haussler, as Trustee, and not individually

 

Dr. Manuel H. Johnson, as Trustee, and not individually

c/o Kramer Levin Naftalis & Frankel LLP

 

c/o Johnson Smick Group, Inc.

Counsel to the Independent Trustees

 

888 16th Street, N.W., Suite 740

1177 Avenue of the Americas

 

Washington, D.C. 20006

New York, NY 10036

 

 

 

 

 

 

 

 

/s/ James F. Higgins

 

/s/ Joseph J. Kearns

James F. Higgins, as Trustee, and not individually

 

Joseph J. Kearns, as Trustee, and not individually

One New York Plaza

 

c/o Kearns & Associates LLC

New York, NY 10004

 

23823 Malibu Road

 

 

S-50-440

 

 

Malibu, CA 90265

 

 

 

 

 

 

/s/ Michael F. Klein

 

/s/ Michael E. Nugent

Michael F. Klein, as Trustee, and not individually

 

Michael E. Nugent, as Trustee, and not individually

c/o Kramer Levin Naftalis & Frankel LLP

 

522 Fifth Avenue

Counsel to the Independent Trustees

 

New York, NY 10036

1177 Avenue of the Americas

 

 

New York, NY 10036

 

 

 

 

 

 

 

 

/s/ W. Allen Reed

 

/s/ Fergus Reid

W. Allen Reed, as Trustee, and not individually

 

Fergus Reid, as Trustee, and not individually

c/o Kramer Levin Naftalis & Frankel LLP

 

c/o Joe Pietryka, Inc.

Counsel to the Independent Trustees

 

85 Charles Colman Blvd.

1177 Avenue of the Americas

 

Pawling, NY 12564

New York, NY 10036