March 23, 2017 ADP Inc. Re: Form 5500 Schedule C Information To Whom It May Concern: This correspondence is in response to your request dated January 13, 2017, regarding the Form 5500 Schedule C reporting requirements created by regulations issued by the Department of Labor (“DOL”) and its instructions and related guidance (“Schedule C”). We’ve been asked to provide certain information regarding direct or indirect compensation received by our mutual funds and affiliates or paid by our mutual funds to third parties in connection with the investment by the retirement plan clients of ADP Inc. (“Plan”) in our mutual funds for the Plan’s year ended 2016. As an initial matter, please note that the information contained in this response relates solely to reportable compensation, for purposes of Schedule C, received by Morgan Stanley Investment Management Inc. and its affiliated mutual fund service providers (“MSIM”) but does not purport to report compensation for third parties or for any banks or broker dealers that may be affiliated with MSIM. While we are happy to help coordinate inquiries to any other service provider for which the Plan may wish our assistance in contacting, please note we view the reporting of compensation received by such other entities to be beyond the scope of what MSIM is legally obligated to report for Schedule C purposes (as MSIM is not the ultimate recipient of such compensation). For direct or indirect compensation received by MSIM related to the Plan, we intend that all such compensation, as described as follows, is within the definition of Eligible Indirect Compensation (“EIC”) under Schedule C: • Management Fees – Morgan Stanley Investment Management Inc. manages the investment of the funds’ assets. We believe that the written disclosure provided in the fund prospectuses and statements of additional information (which describe the existence of the compensation, services provided, the amount or description of the formula used to calculate the compensation and the identity of the party receiving and paying the compensation) satisfies the requirements for EIC under Schedule C. Investors in the fund should have previously received prospectuses and the statements of additional information made available, but in any event, the prospectuses and statements of additional information for the various Morgan Stanley Institutional Funds can be accessed on our public website at http://www.morganstanley.com/im . • Distribution and/or service (12b-1) Fees – For plan related accounts that do not indicate a specific outside broker/dealer of record, Morgan Stanley Distribution Inc., the Distributor, serves as the broker/dealer of record and receives the 12b-1 fees related to the assets in those accounts. We believe that the written disclosure provided in the fund prospectuses and statements of additional information (which describe the existence of the compensation, services provided, the amount or description of the formula used to calculate the compensation and the identity of the party receiving and paying the compensation) satisfies the requirements for EIC under Schedule C. Investors in the fund should have previously received prospectuses and statements of information have been made available, but in any event, the prospectuses and the statements of additional information for the various Morgan Stanley Institutional Funds can be accessed on our public website at http://www.morganstanley.com/im. • Transfer Agent Fees and Soft Dollars – While both transfer agent fees and soft dollars are discussed in the Statement of Additional Information for each fund, we have determined that the existing disclosures may not adequately meet all of the requirements for EIC. Therefore, we have enclosed with this letter separate supplements to such disclosures with additional information in order to provide the necessary disclosure for EIC in accordance with the Schedule C requirements. We have also completed a review of our records for non-monetary compensation that may be required to be reported under the new Schedule C rules, and have determined that, in connection with your request, no such non-monetary compensation received by MSIM is required to be reported under Schedule C. The EIN for Morgan Stanley Investment Management Inc. is 13-3040307, which may be reported on Schedule C of Form 5500 for purposes of reporting the entity providing the necessary EIC disclosures with respect to its reportable compensation in connection with the Account. If you have any questions or need additional information, you may contact us at 212-296- 1157 or [email protected]. Sincerely, Client Services Department Morgan Stanley Investment Management Inc. Enclosures Form 5500 Soft Dollar Disclosure For calendar year 2016, Morgan Stanley Investment Management Inc. (“Adviser”) has received trading or research services provided by broker-dealers who execute trades on behalf of its clients or by third-party research providers (“Soft Dollars”). This disclosure is intended to satisfy the alternative reporting option for “eligible indirect compensation” as defined in, and for purposes of, the U.S. Department of Labor Form 5500 Annual Return/Report of Employee Benefit Plan, Schedule C (“Schedule C”). • Description of Commission Management Program Generating Soft Dollars: The Adviser and certain of its affiliated advisers have established commission sharing arrangements under a commission management program (“CMP”) pursuant to which execution and research costs or a portion of those costs are decoupled in accordance with applicable law. Under the CMP, Adviser and its affiliated advisers select approved brokers for execution services and after accumulation of commissions at the broker then instruct these approved brokers to pay for eligible research provided by the executing broker or third-party research providers. Under the CMP, there are two distinct types of commission management programs (“CMP1” and “CMP2”). Under CMP1 execution and research commissions are split at the time of execution, with the executing broker-dealer retaining only the execution portion of commissions and accruing the research portion of the overall commission payment for later allocation to research. To accommodate more complex commission arrangements in many international markets, the CMP2 allows the executing broker to keep a larger portion of the commissions generated to cover both execution and some research services. The balance of the commissions will be accrued for later allocation consistent with CMP1. • Eligibility Criteria and Allocation Process: Generally, Adviser becomes eligible to receive Soft Dollars by it (and its affiliated advisers) directing the approved broker to record research credits, based upon a previously agreed allocation, and periodically instructing the approved broker to direct specified dollar amounts from that pool to pay for eligible research services provided by third-party research providers and executing brokers. Under CMP1 for each agency trade executed there is a defined rate card provided to executing brokers that specifies the portion of commissions to be accrued by the broker for later allocation for research services. Research commission accrual is reconciled on a monthly basis with each such executing broker. To calculate the research commissions available for each of Adviser’s investment teams, Adviser calculates the accrued research commissions generated from trades for funds managed by each team and allocates such research commissions to such team. Each team votes as to how to allocate its pool of commissions and Adviser then allocates the research spend proportionally to each fund based on its share of generated research commission. CMP2 employs the same process but generally the level of accrual of commissions is proportionally less relative to the total commission rate (i.e., executing broker typically retains a larger portion of generated commission, accruing smaller amount for later research allocation because the portion of commissions so retained covers both execution and some or all research services provider by the broker). Note : As research credits are pooled among Adviser and its affiliated advisers and research services obtained under the CMP are shared among Adviser and its affiliated advisers, Adviser cannot reasonably quantify the amount or value of any Soft Dollars it receives and reasonably allocate any such amounts or value to any particular plan investor . • Total Estimated Amount of Soft Dollars Generated Per Particular Fund: Schedule 1 provides a list of the total estimated amount of Soft Dollars generated per investment fund for calendar year 2016, which have been, or will be, used to pay both third-party and proprietary Soft Dollars. It is not practicable for the Adviser to reasonably calculate the value of Soft Dollar compensation at the plan investor level for its investment funds. Accordingly, as the amounts set forth on Schedule 1 are the total estimated amounts per fund, and not the amount attributable to any particular plan investor, these total amounts should not be reported on any particular plan’s Schedule C. • Names of Brokers Providing Soft Dollar Research: Schedule 2 lists the approved brokers calendar year 2016. For more further information with respect to the Adviser’s generation of Soft Dollars, please refer to Part 2, Item 12 of Adviser’s Form ADV. A copy of Adviser’s Form ADV has been previously provided to its clients but is also accessible at http://www.adviserinfo.sec.gov/IAPD/Content/IapdMain/iapd_SiteMap.aspx