Morgan Stanley Private Equity Asia , Inc. (the “Adviser”) was formed in 2005 and registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) in 2005. The Adviser is a wholly-owned indirect subsidiary of Morgan Stanley. As of December 31, 2019, the Adviser had approximately $5,303,074,056 of regulatory assets under management, all of which are managed on a discretionary basis. The Adviser’s primary business is the management of pooled investment vehicles that pursue the investment strategy described below. The Adviser provides advisory services to the following:  Morgan Stanley Private Equity Asia, L.P., a Cayman Islands exempted limited partnership (together with other related parallel, co-investment and feeder vehicles, “Morgan Stanley Private Equity Asia,” or the “PE Asia Funds”). Morgan Stanley Private Equity Asia, L.L.C. (the “PE Asia General Partner”), an affiliate of the Adviser, is the general partner of Morgan Stanley Private Equity Asia. The PE Asia Funds primarily make long-term private equity and equity-related investments in entities with significant operations in Asia. The Adviser’s advisory services consist of identifying investment opportunities and making investments, as well as managing and disposing of investments made by the PE Asia Funds. The PE Asia Funds’ investment period has terminated.  North Haven Private Equity Asia III, L.P., a Cayman Islands exempted limited partnership (together with other related parallel, co-investment and feeder vehicles, “North Haven Private Equity Asia III” or the “PE Asia III Funds”). Morgan Stanley Private Equity Asia III, L.L.C. (the “PE Asia III General Partner”), an affiliate of the Adviser, is the general partner of North Haven Private Equity Asia III. The PE Asia III Funds’ investment period has terminated. The PE Asia III Funds primarily make long-term private equity and equity-related investments in entities (or their parents) with significant operations in Asia, including such entities with operations in the People’s Republic of China, South Korea, Hong Kong SAR, Taiwan, Japan, Singapore, India, Australia, Thailand, Malaysia, the Philippines and New Zealand. The Adviser’s advisory services consist of identifying investment opportunities and making investments, as well as managing and disposing of investments made by the PE Asia III Funds.  North Haven Private Equity Asia IV, L.P., a Cayman Islands exempted limited partnership (together with other related parallel, co-investment and feeder vehicles, “North Haven Private Equity Asia IV” or the “PE Asia IV Funds”). Morgan Stanley Private Equity Asia IV, L.L.C. (the “PE Asia IV General Partner”), an affiliate of the Adviser, is the general partner of North Haven Private Equity Asia IV. The PE Asia IV Funds’ investment period has terminated. The PE Asia IV Funds primarily make long-term private equity and equity-related investments in entities (or their parents) with significant operations in Asia, including such entities with operations in the People’s Republic of China, South Korea, Hong Kong, Taiwan, Japan, Singapore, India, Australia, Thailand, Indonesia, Malaysia, the Philippines Vietnam and New Zealand. Additionally, the PE Asia IV Funds may make investments in entities organized or primarily operating outside Asia with the potential to have significant operations in Asia. The Adviser’s advisory services consist of identifying investment opportunities and making investments, as well as managing and disposing of investments made by the PE Asia IV Funds.  North Haven Private Equity Asia V, L.P., an Ontario, Canada limited partnership (together with other related parallel, co-investment and feeder vehicles, “North Haven Private Equity Asia V” or the “ PE Asia V Funds”, and together with the PE Asia Funds, the PE Asia III Funds and the PE Asia IV Funds, the “Funds”). Morgan Stanley Private Equity Asia GP ONT, L.P. (the “PE Asia V General Partner”, and together with the PE Asia General Partner, the PE Asia III General Partner and the PE Asia IV General Partner, the “General Partners” and each, a “General Partner”), an affiliate of the Adviser, is the general partner of North Haven Private Equity Asia V. The PE Asia V Funds primarily make long-term private equity and equity-related investments in entities (or their parents) with significant operations in Asia, including such entities with operations in the People’s Republic of China, South Korea, Hong Kong, Taiwan, Japan, Singapore, India, Australia, Thailand, Indonesia, Malaysia, the Philippines Vietnam and New Zealand. Additionally, the PE Asia V Funds may make investments in entities organized or primarily operating outside Asia with the potential to have significant operations in Asia. The Adviser’s advisory services consist of identifying investment opportunities and making investments, as well as managing and disposing of investments made by the PE Asia V Funds. please register to get more info

Certain fees and other compensation described herein are subject to negotiation with investors.  The PE Asia Funds
Management Fees
The Adviser generally receives an annual management fee from the PE Asia Funds equal to 2% (0- 1% in the case of certain PE Asia Fund limited partners who are employees of Morgan Stanley or its affiliates) of invested capital as the investment period has terminated. PE Asia limited partners with committed capital amounts equal to or in excess of $50 million receive a 0.5% reduction of the management fee rate. The management fee is funded by the limited partners of the PE Asia Funds and is payable quarterly in advance. Upon termination of the management agreement between the Adviser and the applicable PE Asia Fund, the Adviser is generally required to repay to such PE Asia Fund or to a replacement manager, as directed by the PE Asia General Partner of the applicable PE Asia Fund, the unearned portion (computed on the basis of the number of days elapsed), if any, of the management fees previously paid to the Adviser. The PE Asia Funds ceased paying management fees as of April 2018. The Adviser and its professionals may charge portfolio companies transaction fees, sponsor fees, monitoring fees, advisory fees, directors’ fees, commitment fees, closing fees, amendment fees, breakup fees and other similar fees. An amount equal to each PE Asia limited partner’s share of 50% of all such fees other than directors’ fees and 100% of directors’ fees paid by portfolio companies that are received by the Adviser, the PE Asia General Partner or any of the investment professionals dedicated to the PE Asia Funds (as described in the confidential offering memorandum of the PE Asia Fund), net of any unreimbursed related expenses incurred by the Adviser or its affiliates or representatives in connection with unconsummated transactions, will generally be applied to reduce the management fee otherwise payable by such PE Asia limited partner. All such fees will first be allocated among the applicable PE Asia Fund and any other investors. (see also Co-Investments below for additional information on the fees and expenses relating to co-investments). Fees may be deducted from the PE Asia Funds’ assets as, and to the extent, set forth in the limited partnership agreements of the PE Asia Funds (the “PE Asia Partnership Agreements”).
Carried Interest
The PE Asia General Partner is generally entitled to receive carried interest with respect to each PE Asia limited partner equal to 20% (10% in the case of certain PE Asia limited partners who are employees of Morgan Stanley or its affiliates) of such PE Asia limited partner’s profits from each PE Asia Fund investment, subject to satisfaction of an 8% internal rate of return, compounded annually, for such investment, previously realized investments and related management fees and expenses (see also Co-Investments below for additional information on the fees and expenses relating to co- investments).
Expenses
The PE Asia Funds may also bear certain out-of-pocket expenses incurred by the Adviser and/or its affiliates in connection with the services provided to such PE Asia Funds. The payment of such expenses by the PE Asia Funds does not represent a source of profit for the Adviser, but rather is a reimbursement of actual costs initially paid by the Adviser (or its affiliates) and subsequently passed through to the PE Asia Funds. The most common expenses include (i) expenses incurred in connection with identifying, evaluating, structuring and negotiating any potential investment by the PE Asia Funds and the acquisition, management, holding, sale, proposed sale or valuation of any investments by the PE Asia Funds (including meals, entertainment and travel expenses incurred by Morgan Stanley and its employees in connection with identifying, negotiating, executing or managing consummated PE Asia Fund investments or unconsummated PE Asia Fund investments); and (ii) ordinary administrative expenses, including fees of auditors, attorneys, appraisers and other professionals auditing, accounting, banking and consulting expenses (including expenses paid to the Adviser or to any of its affiliates for services rendered on an arms-length basis in connection with the PE Asia Funds’ affairs). Item 12 further describes the factors that the Adviser considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions).
Placement Agent Fees
With respect to the PE Asia Funds, broker-dealers who are the Adviser’s affiliates have acted as placement agents to assist in the placement of the PE Asia Funds’ interests. Any placement fee payable by an investor was in addition to that investor’s capital commitment. The amount of any placement fee is described in the placement agent’s point of sale letter. However, any of the placement agents or distributors may, in their sole discretion, waive the placement fees paid by an investor, including an investor that is an employee or affiliate of the PE Asia General Partner and/or the Adviser. The confidential offering memoranda for the PE Asia Funds include further details on fees and compensation and related matters.  The PE Asia III Funds
Management Fees
The PE Asia III Funds pay an annual management fee generally equal to 2% of invested capital as the investment period has terminated. PE Asia III limited partners with committed capital amounts equal to or in excess of $50 million receive a 0.5% reduction of the management fee rate. The management fee is funded by the limited partners of the PE Asia III Funds and is payable quarterly in advance. Upon termination of the management agreement between the Adviser and the applicable PE Asia III Fund, the Adviser is generally required to repay to such PE Asia III Fund or to a replacement manager, as directed by the PE Asia III General Partner of the applicable PE Asia III Fund, the unearned portion (computed on the basis of the number of days elapsed), if any, of the management fees previously paid to the Adviser (see also Co-Investments below for additional information on the fees and expenses relating to co-investments). In addition, PE Asia III has a specific fund designed to admit only Morgan Stanley current and former employees (and certain other permissible related investors) (“Employee Fund”). With respect to such Employee Fund, absent certain circumstances relating to the termination of employment of a Limited Partner with Morgan Stanley, limited partners in the Employee Fund currently pay an annual management fee ranging from 0% to 2% of invested capital as the investment period has terminated; the management fee is paid quarterly in advance. The Adviser and its professionals may charge portfolio companies transaction fees, sponsor fees, monitoring fees, advisory fees, directors’ fees, commitment fees, closing fees, amendment fees, breakup fees and other similar fees. An amount equal to each PE Asia III limited partner’s share of 50% of all such fees other than directors’ fees and 100% of directors’ fees paid by portfolio companies that are received by the Adviser, the PE Asia III General Partner or any of the investment professionals dedicated to the PE Asia III Funds (as described in the confidential offering memorandum of the PE Asia III Fund), net of any unreimbursed related expenses incurred by the Adviser or its affiliates or representatives in connection with unconsummated transactions, will generally be applied to reduce the management fee otherwise payable by such limited partner. All such fees will first be allocated among the applicable PE Asia III Fund and any other investors. Fees may be deducted from the PE Asia III Funds’ assets as, and to the extent, set forth in the limited partnership agreements of the PE Asia III Funds (the “PE Asia III Partnership Agreements”).
Carried Interest
The PE Asia III General Partner is generally entitled to receive carried interest with respect to each PE Asia III limited partner equal to 20% (0-10% in the case of certain PE Asia III limited partners who are employees of Morgan Stanley or its affiliates) of such PE Asia III limited partner’s profits from each PE Asia III Fund investment, subject to satisfaction of an 8% internal rate of return, compounded annually, for such investment, previously realized investments and related management fees and expenses (see also Co-Investments below for additional information on the fees and expenses relating to co-investments). Expenses The PE Asia III Funds may also bear certain out-of-pocket expenses incurred by the Adviser and/or its affiliates in connection with the services provided to the PE Asia III Funds. The payment of such expenses by the PE Asia III Funds does not represent a source of profit for the Adviser, but rather is a reimbursement of actual costs initially paid by the Adviser (or its affiliates) and subsequently passed through to the PE Asia III Funds. The most common expenses include (i) expenses incurred in connection with identifying, evaluating, structuring and negotiating any potential investment by the PE Asia III Funds and the acquisition, management, holding, sale, proposed sale or valuation of any investments by the PE Asia III Funds (including meals, entertainment and travel expenses incurred by Morgan Stanley and its employees in connection with identifying, negotiating, executing or managing consummated PE Asia III Fund investments or unconsummated PE Asia III Fund investments); and (ii) ordinary administrative expenses, including fees of auditors, attorneys, appraisers and other professionals auditing, accounting, banking and consulting expenses (including expenses paid to the Adviser or to any of its affiliates for services rendered on an arms-length basis in connection with the PE Asia III Funds’ affairs). Item 12 further describes the factors that the Adviser considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions).
Placement Agent Fees
With respect to the PE Asia III Funds, broker-dealers who are the Adviser’s affiliates have acted as placement agents to assist in the placement of a PE Asia III Fund’s interests. Any placement fee payable by an investor was in addition to that investor’s capital commitment. The amount of any placement fee is described in the placement agent’s point of sale letter. However, the placement agents or distributors may, in their sole discretion, waive the placement fees paid by an investor, including an investor that is an employee or affiliate of the PE Asia III General Partner and/or the Adviser. The confidential offering memoranda for the PE Asia III Funds include further details on fees and compensation and related matters.  The PE Asia IV Funds
Management Fees
The PE Asia IV Funds pay an annual management fee generally equal to 2% (1% in the case of certain PE Asia IV limited partners who are employees of Morgan Stanley or its affiliates) of capital committed during the investment period and on invested capital thereafter. The management fee is funded by the limited partners of the PE Asia IV Funds and is payable quarterly in advance (see also Co-Investments below for additional information on the fees and expenses relating to co- investments). The Adviser and its professionals may charge portfolio companies transaction fees, sponsor fees, monitoring fees, advisory fees, directors’ fees, commitment fees, closing fees, amendment fees, breakup fees and other similar fees. An amount equal to each PE Asia IV limited partner’s share of 100% of all such fees paid by portfolio companies that are received by the Adviser, the PE Asia IV General Partner or any of the investment professionals dedicated to the PE Asia IV Funds (as described in the confidential offering memorandum of the PE Asia IV Fund) in connection with the consummation, holding or disposition of investments or the termination of an unconsummated investment, except that breakup fees are received net of any unreimbursed related expenses incurred by the Adviser or its affiliates or representatives in connection with unconsummated transactions, will generally be applied to reduce the management fee otherwise payable by such limited partner. Any such fee offset does not reduce management fees below $0 and any unused fee offset can be rolled over against subsequent management fee obligations. All such fees will first be allocated among the applicable PE Asia IV Fund and any other investors. Fees may be deducted from the PE Asia IV Funds’ assets as, and to the extent, set forth in the limited partnership agreements of the PE Asia IV Funds (the “PE Asia IV Partnership Agreements”).
Carried Interest
The PE Asia IV General Partner is generally entitled to receive carried interest with respect to each PE Asia IV limited partner equal to 20% (10% in the case of certain limited partners who are employees of Morgan Stanley or its affiliates) of such limited partner’s profits from each PE Asia IV Fund investment, subject to satisfaction of an 8% internal rate of return, compounded annually, for such investment, previously realized investments and related management fees and expenses (see also Co-Investments below for additional information on the fees and expenses relating to co- investments). Expenses The PE Asia IV Funds may also bear certain out-of-pocket expenses incurred by the Adviser and/or its affiliates in connection with the services provided to such Funds. The payment of such expenses by the PE Asia IV Funds does not represent a source of profit for the Adviser, but rather is a reimbursement of actual costs initially paid by the Adviser (or its affiliates) and subsequently passed through to the PE Asia IV Funds. The most common expenses include (i) expenses incurred in connection with identifying, evaluating, structuring and negotiating any potential investment by the PE Asia IV Funds and the acquisition, management, holding, sale, proposed sale or valuation of any investments by the PE Asia IV Funds (including meals, entertainment and travel expenses incurred by Morgan Stanley and its employees in connection with identifying, negotiating, executing or managing consummated PE Asia IV Fund investments or unconsummated PE Asia IV Fund investments); and (ii) ordinary administrative expenses, including fees of auditors, attorneys, appraisers and other professionals auditing, accounting, banking and consulting expenses (including expenses paid to the Adviser or to any of its affiliates for services rendered on an arms-length basis in connection with the PE Asia IV Funds’ affairs). Item 12 further describes the factors that the Adviser considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions).
Placement Agent Fees
With respect to the PE Asia IV Funds, broker-dealers who are the Adviser’s affiliates have acted as placement agents to assist in the placement of a PE Asia IV Fund’s interests. Any placement fee payable by an investor was in addition to that investor’s capital commitment. The amount of any placement fee is described in the placement agent’s point of sale letter. However, any of the placement agents or distributors may, in their sole discretion, waive the placement fees paid by an investor, including an investor that is an employee or affiliate of the general partner and/or the Adviser. The confidential offering memoranda for the PE Asia IV Funds include further details on fees and compensation and related matters.  The PE Asia V Funds
Management Fees
The PE Asia V Funds pay an annual management fee generally equal to 2% (1% in the case of certain PE Asia V limited partners who are employees of Morgan Stanley or its affiliates) of capital committed during the investment period and on invested capital thereafter. The management fee is funded by the limited partners of the PE Asia V Funds and is payable quarterly in advance (see also Co-Investments below for additional information on the fees and expenses relating to co- investments). The Adviser and its professionals may charge portfolio companies transaction fees, sponsor fees, monitoring fees, advisory fees, directors’ fees, commitment fees, closing fees, amendment fees, breakup fees and other similar fees. An amount equal to each PE Asia V limited partner’s share of 100% of all such fees paid by portfolio companies that are received by the Adviser, the PE Asia V General Partner or any of the investment professionals dedicated to the PE Asia V Funds (as described in the confidential offering memorandum of the PE Asia V Fund) in connection with the consummation, holding or disposition of investments or the termination of an unconsummated investment, except that breakup fees are received net of any unreimbursed related expenses incurred by the Adviser or its affiliates or representatives in connection with unconsummated transactions, will generally be applied to reduce the management fee otherwise payable by such limited partner. Any such fee offset does not reduce management fees below $0 and any unused fee offset can be rolled over against subsequent management fee obligations. All such fees will first be allocated among the applicable PE Asia V Fund and any other investors. Fees may be deducted from the PE Asia V Funds’ assets as and to the extent set forth in the limited partnership agreements of the PE Asia V Funds (the “PE Asia V Partnership Agreements”).
Carried Interest
The PE Asia V General Partner is generally entitled to receive carried interest with respect to each PE Asia V limited partner equal to 20% (10% in the case of certain limited partners who are employees of Morgan Stanley or its affiliates) of such limited partner’s profits from each PE Asia V Fund investment, subject to satisfaction of an 8% internal rate of return, compounded annually, for such investment, previously realized investments and related management fees and expenses (see also Co- Investments below for additional information on the fees and expenses relating to co-investments). Expenses The PE Asia V Funds may also bear certain out-of-pocket expenses incurred by the Adviser and/or its affiliates in connection with the services provided to such Funds. The payment of such expenses by the PE Asia V Funds does not represent a source of profit for the Adviser, but rather is a reimbursement of actual costs initially paid by the Adviser (or its affiliates) and subsequently passed through to the PE Asia V Funds. The most common expenses include (i) expenses incurred in connection with identifying, evaluating, structuring and negotiating any potential investment by the PE Asia V Funds and the acquisition, management, holding, sale, proposed sale or valuation of any investments by the PE Asia V Funds (including meals, entertainment and travel expenses incurred by Morgan Stanley and its employees in connection with identifying, negotiating, executing or managing consummated PE Asia V Fund investments or unconsummated PE Asia V Fund investments); and (ii) ordinary administrative expenses, including fees of auditors, attorneys, appraisers and other professionals auditing, accounting, banking and consulting expenses (including expenses paid to the Adviser or to any of its affiliates for services rendered on an arms-length basis in connection with the PE Asia V Funds’ affairs). Item 12 further describes the factors that the Adviser considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions).
Placement Agent Fees
With respect to the PE Asia V Funds, broker-dealers who are both affiliated and unaffiliated with the Adviser have acted as placement agents to assist in the placement of a PE Asia V Fund’s interests. Any placement fee payable by an investor is typically in addition to that investor’s capital commitment. The amount of any placement fee is described in the placement agent’s point of sale letter or other communication to its client. The confidential offering memoranda for the PE Asia V Funds include further details on fees and compensation and related matters.  All Funds
Co-Investments
The terms of a co-investment applicable to one co-investor may be different than the terms applicable to another co-investor, including that certain co-investors may be required to pay a carried interest and/or management fees while other co-investors (including affiliates of Morgan Stanley) may not be required to pay such amounts. The Adviser or the respective General Partner may or may not charge applicable management fees, one time funding fees, administration fees and/or carried interest in respect of co-investments, subject to the terms of any applicable agreements with investors. In addition, Morgan Stanley may, in certain circumstances, be incentivized to offer certain potential co- investors (including, by way of example, as a part of an overall strategic relationship with Morgan Stanley) priority to co-investment opportunities or to co-invest on more favorable terms than other potential co-investors due to the amount of performance-based compensation or management fees paid by the co-investor receiving the priority allocation or better terms (as well as any additional discounts or rebates avoided by allocating co-investments to such co-investor) or other aspects of such co-investor’s relationship with Morgan Stanley. The allocation of any co-investment opportunities may directly or indirectly benefit the Adviser or the General Partners as a result of, among other things, the receipt of any such fees or carried interest, capital commitments to the applicable Fund and capital commitments to other Affiliated Investment Accounts (as hereinafter defined). Co-investors in one or more specific investments will not necessarily be required to share in broken-deal expenses that are paid by the applicable Fund, either with respect to a co-investment opportunity that is not consummated or with respect to other potential investments that may be offered to a particular Fund. The performance of any co-investments is not aggregated with that of any of the Funds, including for purposes of determining a General Partner’s applicable carried interest or the Adviser’s management fees under the relevant partnership agreement. See also Allocation of Co- Investment Opportunities in Item 11 below for additional information on the allocation of co- investment opportunities.
Disparate Fee Arrangements with Service Providers
Certain advisors and other service providers to each of the Funds (including accountants, administrators, lenders, bankers, brokers, agents, attorneys, consultants, and investment or commercial banking firms), and/or their affiliates, also provide goods or services to or have business, personal, political, financial or other relationships with Morgan Stanley, the General Partners, the Adviser or their affiliates. Such advisors and other service providers may be investors in any of the Funds, affiliates of the General Partners, sources of investment opportunities or co-investors or counterparties therewith. These other services and relationships may influence the General Partners and the Adviser in deciding whether to select or recommend such a service provider to perform services for a particular Fund (the cost of which generally will be borne by such Fund and, indirectly, the Limited Partners of such Fund). In certain circumstances, advisors and other service providers, or their affiliates, charge different rates or have different arrangements for services provided to Morgan Stanley, the General Partners, the Adviser or their affiliates as compared to services provided to any Fund, which may result in more favorable rates or arrangements than those payable by such a Fund. Item 10 further describes material relationships with Morgan Stanley and other affiliated entities. please register to get more info

In some cases, the Adviser has entered into performance fee arrangements with qualified clients; such fees are subject to individualized negotiation with each such client. The Adviser will structure any performance or incentive fee arrangement subject to Section 205(a)(1) of the Advisers Act in accordance with the available exemptions thereunder, including the exemption set forth in Rule 205-3. Performance- based fee arrangements may create an incentive for the Adviser to recommend investments that may be riskier or more speculative than those which would be recommended under a different fee arrangement. Such fee arrangements also create an incentive to favor higher fee paying accounts over other accounts in the allocation of investment opportunities. The Adviser has designed and implemented procedures to ensure that all clients are treated fairly and equitably. In addition, certain investment vehicles pay different levels of performance fees, which may create differing incentives for the Adviser when allocating investment opportunities. Specific parameters for allocations are included in the governing documents of the Funds to address the conflicts inherent in these differing incentives. Please see Item 5 for further information regarding performance-based fees charged by the Adviser.
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The Adviser provides portfolio management services to pooled investment vehicles. These pooled investment vehicles are not subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Generally, the Funds’ investors were required to invest a minimum of $10 million (less in the case of limited partners who are employees of Morgan Stanley and its affiliates). Each General Partner reserves the right to waive any minimum investment requirement in its discretion. In addition, Limited Partner interests in a Fund (“Interests”) may be purchased only by certain eligible investors who are “accredited investors” as defined in Regulation D of the Securities Act of 1933, as amended, and “qualified purchasers” for purposes of Section 3(c)(7) of the Investment Company Act. In the case of the employee funds, Interests have been offered and sold to investors who are “accredited investors” as defined in Regulation D of the Securities Act and in accordance with the requirements of an exemptive order under the Investment Company Act received by Morgan Stanley from the SEC in April 2000. In addition to providing advisory services to the Funds, the Adviser or a related person may act as the managing member or the general partner of certain co-investment partnerships.
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Investment Strategies
Each of the PE Asia, PE Asia III, PE Asia IV and PE Asia V Funds’ objective is to make investments (“Portfolio Investments”) consisting primarily of equity and equity-related securities of operating companies or their parents that are acquired in privately negotiated transactions (“Private Equity Securities”). Portfolio Investments may also consist of other investments in Private Equity Securities, publicly traded equity and equity-related securities, as well as public or private debt securities, and investments, assets and instruments related to the foregoing. The PE Asia, PE Asia III, PE Asia IV and PE Asia V Funds may each commit funds to other entities with investment objectives consistent with those of the PE Asia, PE Asia III, PE Asia IV and PE Asia V Funds that may earn performance-based fees where Morgan Stanley believes such investment may facilitate the creation of strategic relationships or otherwise enhance any of the PE Asia, PE Asia III, PE Asia IV and PE Asia V Funds’ performance or investment opportunities (“Strategic Funds”). These fees will not reduce the fees payable to the Adviser. From time to time the Adviser may cause the PE Asia, PE Asia III, PE Asia IV and PE Asia V Funds to invest cash held by such Funds in temporary investments or to employ hedging techniques to reduce the risk of adverse interest rate, currency, credit or security movements on investments. The PE Asia and PE Asia III Fund’s objective is to invest in entities (or their parents) with significant operations in Asia, principally in entities with operations in the People’s Republic of China, South Korea, Singapore, Hong Kong, Taiwan, Japan, Malaysia, Thailand, Indonesia, the Philippines, Australia, New Zealand and India. The PE Asia IV and PE Asia V Funds look to invest in Vietnam, the markets mentioned above as well as entities organized or primarily operating outside of Asia with the potential to have significant operations in Asia. The investment period of each of the PE Asia, PE Asia III and PE Asia IV Funds has terminated. The Adviser’s advisory services with respect to those funds are limited to managing and disposing of the existing fund investments.
Methods of Analysis – Investment Process
The global investment committee (the “Investment Committee”), led by the respective management teams of each Fund ( each, an “Investment Team”) and other senior officers of Morgan Stanley, is involved throughout the entire investment process, including initial review and evaluation of potential investments, consideration of applicable industry dynamics and approval of the respective Fund’s investments. Each Investment Committee brings to bear the combined global investment experience and perspectives of some of Morgan Stanley’s most senior and experienced professionals to determine whether a Fund’s investments meet the most stringent criteria consistent with global best practices. Each investment opportunity identified by the Investment Team is first reviewed based on preliminary discussions with management to determine the key parameters of the opportunity and the competitive strengths of the company. In addition, the Investment Team undertakes an initial review of industry research and industry experts’ views to gain an understanding of the overall industry dynamics and the company’s competitive positioning. Following this review, the Investment Team determines whether it is likely to meet the Investment Committee’s strict investment criteria and subsequently decides whether it merits further development, research and the devotion of additional resources. If an investment opportunity passes preliminary screening, the Investment Team then performs due diligence, generally with management, to achieve a comprehensive understanding of the company’s competitive positioning and the opportunities and risks associated with the proposed investment. The Investment Team’s analytic process includes constructing business and financial scenarios that test operating and capital structure assumptions and estimate potential returns from the investment. The Investment Team draws on other experts from both within and outside Morgan Stanley, including experienced industry executives, research analysts and investment banking professionals who cover the relevant countries, industries and companies. If an investment opportunity meets the Investment Committee’s investment criteria and standards, the Investment Team then assembles a dedicated transaction team that consists of legal counsel, financial and tax accountants, and if necessary, other advisors such as industry experts to assist with formal due diligence, structuring and negotiations. The Investment Team and advisors undertake a thorough due diligence review to ensure the transaction, structure and terms take into account all relevant data points specific to the opportunity, including key leverage points that can be utilized to negotiate the most favorable terms.
Risk Considerations Associated with Investing - In General

The following is a non-exhaustive description of risks associated with investments generally and/or may apply to one or more types of investment technique.

 General Economic and Market Risks. The Funds’ investments may be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, and national and international political circumstances. These factors may affect the level and volatility of security prices and liquidity of the Funds’ investments. Unexpected volatility or lack of liquidity, such as the general market conditions that have prevailed recently, could impair the Funds’ profitability or result in its suffering losses. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions.  Cyber Security-Related Risks. The Adviser is susceptible to cyber security risks that include, among other things, theft, unauthorized monitoring, release, misuse, loss, destruction or corruption of confidential and highly restricted data; denial of service attacks; unauthorized access to relevant systems, compromises to networks or devices that the Adviser and its service providers, if applicable, use to service the Funds; or operational disruption or failures in the physical infrastructure or operating systems that support the Adviser or its service providers, if applicable. Cyber-attacks against, or security breakdowns of, the Adviser or its service providers, if applicable, may adversely impact the Adviser and the Funds, potentially resulting in, among other things, financial losses; the Adviser’s inability to transact business on behalf of the Funds; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs; and/or additional compliance costs. The Adviser may incur additional costs related to cyber security risk management and remediation. In addition, cyber security risks may also impact portfolio companies in which the Adviser invests on behalf of the Funds, which may cause the Funds’ investments in such portfolio companies to lose value. There can be no assurance that the Adviser or its service providers, if applicable, will not suffer losses relating to cyber-attacks or other information security breaches in the future. While the Adviser has established business continuity and risk management systems seeking to address system breaches or failures, there are inherent limitations in such plans and systems.

 Coronavirus and Public Health Emergencies. As of the date of this brochure, there is an outbreak of a novel and highly contagious form of coronavirus (“COVID-19”), which the World Health Organization has declared to constitute a “Public Health Emergency of International Concern.” The outbreak of COVID-19 has resulted in numerous deaths, adversely impacted global commercial activity and contributed to significant volatility in certain equity, debt, derivatives and commodities markets. The global impact of the outbreak is rapidly evolving, and many countries have reacted by instituting (or strongly encouraging) quarantines, prohibitions on travel, the closure of offices, businesses, schools, retail stores, restaurants, hotels, courts and other public venues, and other restrictive measures designed to help slow the spread of COVID-19. Businesses are also implementing similar precautionary measures. Such measures, as well as the general uncertainty surrounding the dangers and impact of COVID-19, are creating significant disruption in supply chains and economic activity and are having a particularly adverse impact on transportation, hospitality, tourism, entertainment and other industries. Moreover, with the continued spread of COVID-19, governments and businesses are likely to take increasingly aggressive measures to help slow its spread. For this reason, among others, as COVID-19 continues to spread, the potential impacts, including a global, regional or other economic recession, are increasingly uncertain and difficult to assess.

Any public health emergency, including any outbreak of COVID-19, SARS, H1N1/09 flu, avian flu, other coronavirus, Ebola or other existing or new epidemic diseases, or the threat thereof, could have a significant adverse impact on the Funds and the Portfolio Investments and could adversely affect the Funds’ ability to fulfill its investment objectives.

The extent of the impact of any public health emergency on the Funds’ and the Portfolio Investments’ operational and financial performance will depend on many factors, including the duration and scope of such public health emergency, the scope of any related travel advisories and restrictions implemented, the impact of such public health emergency on overall supply and demand, goods and services, investor liquidity, consumer confidence and spending levels, and levels of economic activity and the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. The effects of a public health emergency may materially and adversely impact the value and performance of the Funds and the Portfolio Investments, the Fund’s ability to source, manage and divest investments and the Funds’ ability to achieve its investment objectives, all of which could result in significant losses to the Funds. In addition, the operations of the Funds, the Portfolio Investments, and the Adviser may be significantly impacted, or even temporarily or permanently halted, as a result of government quarantine measures, voluntary and precautionary restrictions on travel or meetings and other factors related to a public health emergency, including its potential adverse impact on the health of the personnel of any such entity or the personnel of any such entity’s key service providers. 
Legal and Regulatory Risks.
Section 619 of the Dodd-Frank Act (commonly referred to as the “Volcker Rule”), along with regulations issued by the Federal Reserve and other U.S. federal financial regulators (“Implementing Regulations”) generally prohibit “banking entities” (which term includes bank holding companies and their affiliates) from investing in, sponsoring, or having certain types of relationships with, private equity funds or hedge funds (referred to in the Implementing Regulations as “covered funds”). Banking entities (including Morgan Stanley and its affiliates) were required to bring their activities and investments into conformance with the Volcker Rule by July 21, 2015, subject to certain extensions granted by the U.S. Federal Reserve that allow Morgan Stanley and its affiliates until July 21, 2022 at the latest to bring certain of their covered fund activities and investments into compliance with certain aspects of the Volcker Rule.

The Volcker Rule and the Implementing Regulations impose a number of restrictions on Morgan Stanley and its affiliates that could affect the Adviser, a covered fund offered by us, the general partner of those funds, and the limited partners of such funds. For example, to sponsor and invest in certain covered funds, Morgan Stanley must comply with the Implementing Regulations’ “asset management” exemption to the Volcker Rule’s prohibition on sponsoring and investing in covered funds. Under this exemption, the investments made by Morgan Stanley (aggregated with certain affiliate and employee investments in a covered fund must not exceed 3% of the covered fund’s outstanding ownership interests and Morgan Stanley’s aggregate investment in covered funds does not exceed 3% of Morgan Stanley’s Tier I capital. In addition, the Volcker Rule and the Implementing Regulations prohibit Morgan Stanley and its affiliates from entering into certain other transactions (including “covered transactions” as defined in Section 23A of the U.S. Federal Reserve Act, as amended) with or for the benefit of, covered funds that it sponsors or advises. For example, Morgan Stanley may not provide loans, hedging transactions with extensions of credit or other credit support to covered funds it advises. While we endeavor to minimize the impact on our covered funds and the assets held by them, Morgan Stanley’s interests in determining what actions to take in complying with the Volcker Rule and the Implementing Regulations may conflict with our interests and the interests of the private funds, the general partner and the limited partners of the private funds, all of which may be adversely affected by such actions. The foregoing is not an exhaustive discussion of the potential risks the Volcker Rule poses for the Adviser and Morgan Stanley. The current regulatory environment in the United States may be impacted by future legislative developments, such as amendments to key provisions of the Dodd-Frank Act. For example, on May 24, 2018, the U.S. Economic Growth, Regulatory Relief and Consumer Protection Act (the “Reform Act”) was signed into law. Among other regulatory changes, the Reform Act amends various sections of the Dodd-Frank Act, including by modifying the Volcker Rule to exempt depository institutions that do not have, and are not controlled by a company that has, more than $10 billion in total consolidated assets and significant trading assets and liabilities. In addition, with regard to the so-called sponsored funds or “asset management” exemption of the Volcker Rule, the Reform Act modifies the prohibition on covered funds sharing the same name or a variation of the same name as a banking entity that is its investment advisor (provided, that the investment advisor is not itself an insured depository institution, a company that controls an insured depository institution, or a company that is treated as a bank holding company for purposes of the U.S. International Banking Act of 1978, and the investment advisor does not share the same name or a variation of the same name as such an entity). In July 2019, U.S. federal regulatory agencies adopted amendments to the Volcker Rule Implementing Regulations to implement the Volcker Rule amendments included in the Reform Act. Also in 2019, such U.S. federal regulatory agencies adopted certain targeted amendments to the Volcker Rule regulations to simplify and tailor certain compliance requirements relating to the Volcker Rule. In January 2020, U.S. federal regulatory agencies proposed additional revisions to the Volcker Rule’s current restrictions on banking entities sponsoring and investing in certain covered hedge funds and private equity funds, including by proposing new exemptions allowing banking entities to sponsor and invest without limit in credit funds, venture capital funds, customer facilitation funds and family wealth management vehicles. The proposal would also loosen certain other restrictions on extraterritorial fund activities and direct parallel or co-investments made alongside covered funds. If adopted, the proposal would expand the ability of banking entities to invest in and sponsor private funds. However, the proposed revisions have not yet been adopted and are subject to change. The ultimate consequences of the Reform Act and such regulatory developments on the Funds and its activities remain uncertain, and it remains unclear whether any other legislative or regulatory proposals will be enacted or adopted.
Risk of Loss - Certain Risks Related to Investment Strategy
Investing in securities involves risk of loss that clients should be prepared to bear. The Adviser cannot provide assurance that it will be able to generate any level of returns for investors. The Adviser’s investment strategy entails a high degree of risk and is suitable only for sophisticated investors who fully understand and are capable of bearing the risks of an investment in the Funds. The following list of risk factors does not purport to be a complete list or explanation of the risks involved in an investment in the Funds. The risks summarized below are described in greater detail in the confidential offering memorandum for each Fund. In addition, there are other risks (in addition to risks related to our investment strategy) associated with investing in the Funds, which are described in each confidential offering memorandum. You may also request an updated explanation of risk factors by contacting Morgan Stanley Investment Management Investor Services as described above.  potential loss of invested capital;  volatility of the global fixed income and equity markets;  uncertainty regarding the economies of certain countries and jurisdictions in Asia;  economic and market influence on individual securities markets of Asia;  underdeveloped accounting, auditing and financial reporting standards;  participation in emerging securities markets;  risks associated with opportunistic investment strategies in certain industries;  direct and indirect consequences of potential political, economic, social and diplomatic changes in Asia;  limitations or restrictions on direct foreign investment in the securities of resident companies;  inability to obtain government approval of repatriation transactions;  highly competitive markets and prevailing regulatory or political climates;  reliance on expertise of Morgan Stanley investment professionals and management of operating companies;  significant degree of financial and/or business risk;  lack of diversification;  lack of protection by financial covenants in debt investments;  illiquidity of investments;  limitations on transfers and withdrawals;  little or no current return on investments prior to their disposition;  risks associated with the realization and disposition of investments;  exposure to portfolio company and related party claims;  unfavorable performance of a single portfolio investment;  inability to execute exit strategy;  contingent liabilities in connection with the disposition of investments;  risks associated with making non-U.S. investment and minority investments;  potential inability to protect the value of minority equity investments;  reliance on portfolio company management;  potential liabilities related to portfolio company restructurings;  legal and regulatory risks, including burdensome regulation by one or more governmental entities in specific industries;  changes in general economic conditions and global economic and political events;  use of hedging techniques;  catastrophic events, epidemics and other force majeure events;  possession of material, non-public information concerning an investment or potential investment; and  cybersecurity risks. The General Partners and the Adviser also may face conflicts of interest in connection with managing the Funds. See Item 10 – Other Financial and Industry Activities. please register to get more info

The Adviser has no information applicable to this Item.
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Introduction
As a diversified global financial services firm, Morgan Stanley engages in a broad spectrum of activities including financial advisory services, investment management activities, lending, commercial banking, sponsoring and managing private investment funds, engaging in broker-dealer transactions and principal securities, commodities and foreign exchange transactions, research publication and other activities. Investors should be aware that potential and actual conflicts of interest between Morgan Stanley or any Affiliated Investment Account, on the one hand, and each of the Funds, on the other hand, may exist and others may arise in connection with the operation of the Funds. Morgan Stanley’s employees may also have interests separate from those of Morgan Stanley and the Funds. The discussion below enumerates certain actual, apparent and potential conflicts of interest. The Adviser can give no assurance that conflicts of interest will be resolved in favor of the Funds’ investors, and, in fact, they may not be. The following discussion enumerates certain potential conflicts of interest, which should be carefully evaluated before making an investment in the Funds.
Broker-Dealer Registration
Morgan Stanley & Co. LLC is a registered broker-dealer. Certain of the Adviser’s management persons are registered representatives of Morgan Stanley & Co. LLC, where it is necessary or appropriate to perform their responsibilities.
Commodity Pool Operator, Commodity Trading Adviser, Futures Commission Merchant
Registration
The Adviser, each Fund, their respective portfolio companies and their respective affiliates may use the commodity pool operator, commodity trading advisor and futures commission merchant registrations or exemptions of one or more of the following related persons: Morgan Stanley Asia Singapore Pte., Morgan Stanley India Infrastructure GP LP, Morgan Stanley Infrastructure GP LP, Morgan Stanley Infrastructure II GP LP, Morgan Stanley Infrastructure III GP L.P., Morgan Stanley Infrastructure III Investors GP SARL, Morgan Stanley Infrastructure Inc., Morgan Stanley Private Equity Asia III, L.L.C., Morgan Stanley Private Equity Asia IV, L.L.C., Morgan Stanley Private Equity Asia V GP ONT, L.P., Morgan Stanley Real Estate Special Situations III-GP LLC, MS Capital Partners Adviser Inc., MS Capital Partners V GP L.P., MS Capital Partners V LP, MS Capital Partners VI GP LP, MS Capital Partners VII GP LP, MS Credit Partners II GP L.P., MS Credit Partners III GP L.P., MS Credit Partners III S.a.r.l., MS Energy Partners GP LP, MS Expansion Capital GP LP, MS Tactical Value Fund GP LP, MS Thai Private Equity GP LLC, MSREF Real Estate Advisor Inc., MSREF V International-GP, L.L.C., MSREF V, L.L.C., MSREF VI International-GP, L.L.C., MSREF VII Global-GP, L.P., MSREF VII Hedging GP Ltd., MSREF VIII Global-F, L.P., MSREF VIII Global-GP, L.P., MSREI IX Global GP L.P., NH Senior Loan Fund GP Ltd., Prime Property Fund Asia GP Pte. Limited, Prime Property Fund Europe GP S.a.r.l., SSF Hedging III GP, Ltd, Morgan Stanley AIP GP LP, Morgan Stanley Alternative Investment Partners LP, and Morgan Stanley Investment Management Inc.
Other Material Relationships with Affiliated Entities
 Broker-Dealer, Municipal Securities Dealer, Government Securities Dealer or Broker To the extent permitted by applicable law, the Adviser, each Fund or their portfolio companies may use the securities, futures execution, underwriting or other services offered by Morgan Stanley & Co. LLC or other affiliates. Please see Item 12 for more information about the Adviser’s practices concerning using a Morgan Stanley affiliate as a broker.  Participating Affiliates Investment advice is provided to the Funds and their respective General Partners not only through the Adviser but also through certain of the employees of one or more of the following related persons:  Morgan Stanley Private Equity Management Korea Ltd.  Morgan Stanley India Financial Services Private Limited  Morgan Stanley Asia Limited  Morgan Stanley Investment Management Consultancy (Shanghai) Limited These related persons may or may not be registered with the SEC as investment advisers but are foreign affiliated advisers that may provide advice or research for the Adviser for use with the Funds (in such capacity, the “Participating Affiliates”). The Participating Affiliates also may provide non-advisory services to the Adviser and the Funds. The Adviser may delegate all or a portion of its advisory or other functions to any of its Participating Affiliates. The Participating Affiliates will remain subject to the supervision of the Adviser in respect of their provision of services to the Adviser and the Funds.  Other Advisory Affiliates The Adviser is part of a group of investment advisers within the Morgan Stanley Investment Management business, including Morgan Stanley Investment Management Inc., Morgan Stanley Investment Management Limited, Morgan Stanley Investment Management (Japan) Co., Ltd., Morgan Stanley AIP GP LP, Morgan Stanley Asset Management Private Limited, Morgan Stanley Real Estate Advisor, Inc., MS Capital Partners Adviser Inc., Morgan Stanley Infrastructure, Inc., MSREF V, L.L.C., MSREF Real Estate Advisor, Inc., MSRESS III Manager, L.L.C., and Mesa West Capital, LLC. The Adviser, in its discretion, may delegate all or a portion of its advisory or other functions to any affiliate that is registered with the SEC as an investment adviser and may receive a variety of services from such affiliates, including gathering information about potential investment opportunities, financial advice and assistance in connection with the making, monitoring and disposing of investments and securities underwriting and brokerage services in connection with the sale of investments. The Adviser shares certain officers and directors with related investment advisers that also manage affiliated private equity funds. To the extent that the Adviser delegates its advisory or other functions to such investment advisers, a copy of the brochure of each such affiliate is available on the SEC’s website and will be provided to investors in the Funds upon request.  Affiliates Acting as Fundraising Broker-Dealers Broker-dealers that are affiliates of Morgan Stanley may act as placement agents (the “Placement Agents”) to assist in the placement of Interests to certain Limited Partners (such Limited Partners, the “Solicited Partners”). The potential for the Placement Agents to receive compensation in connection with a Solicited Partner’s investment in the Funds presents a potential conflict of interest in recommending that such Solicited Partner purchase Interests. The prospect of receiving, or the receipt of, additional compensation by the Placement Agents may provide such Placement Agents and their salespersons with an incentive to favor sales of interests in funds whose affiliates make similar compensation available over sales of interests in funds (or other fund investments) with respect to which the Placement Agent does not receive additional compensation, or receive lower levels of additional compensation. Prospective investors should take such payment arrangements into account when considering and evaluating any recommendations related to the Interests. Morgan Stanley employees involved in the marketing and placement of the Interests are not acting as tax, financial, legal or accounting advisors to potential investors in connection with the offering of the Interests. Potential investors must independently evaluate the offering and make their own investment decisions. The Adviser and the Funds may use registered representatives and/or employees of its affiliates to conduct solicitation activities in relation to new or incoming Limited Partners to the Funds or act as placement agents.  Affiliates Acting as Investment Bankers In the ordinary course of its business, Morgan Stanley performs full-service investment banking and financial services and therefore engages in activities where Morgan Stanley’s interests or the interests of its clients may conflict with the interests of the investors, notwithstanding Morgan Stanley’s direct or indirect participation in the investments of the Funds. From time to time, Morgan Stanley’s investment banking professionals may introduce to one or more of the Funds a client that requires equity to complete an acquisition transaction. If the relevant Fund pursues the resulting investment, Morgan Stanley could have a conflict in its representation of the client over the price and terms of such Fund’s investment. Morgan Stanley has long-term relationships with a significant number of institutions and corporations and their advisors as well as with certain Limited Partners. In determining whether to pursue a particular transaction on behalf of any of the Funds, these relationships will be considered by Morgan Stanley and there may be certain potential transactions that will or will not be pursued on behalf of any of the Funds in view of such relationships. In addition, Morgan Stanley could provide investment banking services to competitors of companies in which a Fund invests, in which case it will take appropriate steps to safeguard the confidential information of each investment banking client. Morgan Stanley is under no obligation to share and, in fact, may be prohibited by applicable law, from sharing any confidential or material non-public information with any of the Funds or the Adviser. Such activities may present Morgan Stanley with a conflict of interest vis-à-vis a Fund’s portfolio companies and may also result in a conflict with respect to the allocation of investment banking resources to portfolio companies. Alternatively, any material non-public information about a potential investment or portfolio company in which Morgan Stanley comes into possession may preclude the Funds from pursuing an investment or exit opportunity with respect to such portfolio company or investment. Morgan Stanley may also be engaged to act as financial advisor to financially troubled companies in which a Fund holds an investment. Morgan Stanley’s compensation for such activities is generally based upon the successful completion of a restructuring which may include raising funds for the purchase, exchange or restructuring of existing securities or loans or for an equity infusion. In such case, certain conflicts of interest would be inherent in the situation including those involved in valuing the company.  Other Limited Partnership Investment Vehicles or Funds o General; Carried Interests The Adviser is the manager of the Funds and serves as the managing member of the Funds. The Adviser and/or certain related persons have and may continue to organize other partnerships and serve as the manager, general partner, or the managing member or general partner of the general partner, to these partnerships. In organizing these partnerships, the Adviser or a related person may be deemed to have been or to be soliciting investors. Each General Partner’s carried interest may create an incentive for such General Partner to make more speculative investments for such Fund than it would otherwise make in the absence of such performance-based distributions. Furthermore, investments made with third parties in joint ventures or other entities may involve carried interests and/or other fees payable to such third party partners of co-investors, which could also create an incentive for such parties to take risks with respect to such investments. In addition, the method of calculating the carried interest may result in conflicts of interest between a Fund’s General Partner, on the one hand, and the investors, on the other hand, with respect to the management and disposition of investments. For example, each Fund’s General Partner will value any securities being distributed in-kind to investors in order to calculate the carried interest. If the valuations conducted by a Fund’s General Partner are incorrect, the amount of payment of carried interest could be incorrect. o Morgan Stanley Investments and Affiliated Investment Accounts Morgan Stanley may advise clients and has sponsored, managed or advised other alternative investment funds and investment programs, accounts and businesses (collectively, together with any new or successor funds, programs, accounts or businesses, the “Affiliated Investment Accounts”) that have or will have active investment programs that are substantially similar to those of the Funds. Morgan Stanley may also from time to time create new or successor Affiliated Investment Accounts that may compete with the Funds and may present similar conflicts of interest. Certain members of the Funds’ respective Investment Teams and the Investment Committees may make investment decisions on behalf of both Morgan Stanley and such Affiliated Investment Accounts, including Affiliated Investment Accounts with investment objectives that overlap with those of any of the Funds. In addition, certain Affiliated Investment Accounts may make investments similar to those that may be made by the Funds even if they are not solely focused on such investments. Morgan Stanley related persons (including Morgan Stanley’s trading and principal investing businesses) will have no obligation to offer to any Fund investment opportunities that are excluded from any otherwise existing contractual obligation. In such situations, a Morgan Stanley related person may pursue and make the investment for its own account. When deciding how to allocate such opportunities, Morgan Stanley will exercise its discretion and may consider its own financial interests or the interests of other clients or affiliates of Morgan Stanley ahead of those of the Funds. In some cases, Morgan Stanley or an Affiliated Investment Account may invite one or more of the Funds to co-invest with it or a Fund’s General Partner may invite Morgan Stanley or an Affiliated Investment Account to co-invest with one or more of the Funds, in either the same or different tiers of a portfolio company’s capital structure or in an affiliate of such portfolio company. To the extent the relevant Fund holds investments in the same portfolio company or in an affiliate thereof that are different (including with respect to their relative seniority) than those held by Morgan Stanley or an Affiliated Investment Account, the Adviser and Morgan Stanley may be presented with decisions when the interests of the two co-investors are in conflict. See also “Allocation of Co-Investment Opportunities” in Item 11 below for additional information on the allocation of co-investment opportunities.  Other Morgan Stanley Investment Management Activities Morgan Stanley and its affiliates invest, on behalf of themselves, in securities and other instruments that would be appropriate for, are held by, or may fall within the investment guidelines of a client. In connection with these activities, Morgan Stanley may also take actions for its own accounts that may differ from, conflict with, or be adverse to, advice given to or action taken for clients. These activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for, one or more clients and/or the Funds. Morgan Stanley, through its affiliates, invests in many of the private investment funds for its own account where Morgan Stanley affiliates act as an investment adviser and/or general partner. In addition, Morgan Stanley may receive performance-based compensation or benefit from a “carried interest” which is tied to the investment performance of such private investment funds. Morgan Stanley may engage in a variety of transactions, including entering into derivatives contracts, to limit its exposure to the risk of such investments. For example, Morgan Stanley may choose to hedge exposures (currency, interest rate, equities or commodities) arising from its investments in, or exposure to, through performance-based fees or carried interest, such private investment funds. These hedging activities may be inconsistent with the investment or hedging activities undertaken by Morgan Stanley affiliates acting as general partner and/or adviser to such private investment funds. As a result of, and taking into account, such hedging, the performance of investors in such private investment funds who do not engage in hedging on their own may differ materially from those investors (including Morgan Stanley) who do engage in such activities. In addition, such activities may diminish the alignment of interest between Morgan Stanley and a particular private fund’s investors.  Management Persons Officers and employees supporting the Adviser may also serve as directors of certain portfolio companies and, in that capacity, will be required to make decisions that they consider to be in the best interest of the portfolio company, which in certain circumstances may not be in the best interests of any of the Funds. Companies with which one or more members of the Investment Teams or other employees of Morgan Stanley are involved may also engage in transactions that would be suitable for any of the Funds, but in which a Fund might be unable to invest. Accordingly, in these situations, there may be conflicts of interests between such person’s duties as an officer or employee of the Adviser and such person’s duties as a director of the portfolio company. Certain of the Adviser’s management persons may also hold positions with the affiliates listed above. In these positions, those management persons of the Adviser may have some responsibility with respect to the business of these affiliates and the compensation of these management persons may be based, in part, upon the profitability of other affiliates. Additionally, these management persons may come into possession of confidential non-public information and may be recused from certain investment-related discussions, including Investment Committee meetings, so that such members do not receive information that would limit their ability to perform the functions of their employment with Morgan Stanley unrelated to the Funds. Consequently, in carrying out their roles with the Adviser or any of the Funds and these other entities, the management persons of the Adviser may be subject to the same or similar conflicts of interest that exist between the Adviser and these affiliates. Conflict Identification and Mitigation Morgan Stanley and the Adviser have established procedures intended to identify and mitigate conflicts of interest related to business activities on a worldwide basis. A conflict management officer for each business unit and/or region acts as a focal point to identify and address potential conflicts of interest in their business area. When appropriate, there is an escalation process to senior management within the business unit, and ultimately if necessary to Firm management or the Firm’s conflict and franchise committees, for potentially significant conflicts that cannot be resolved in the ordinary course or that otherwise require senior management review. In addition, the Adviser addresses conflicts through disclosure to its investors and should any transactions that present a potential conflict of interest actually arise, the Adviser may in certain situations choose to seek the approval of the investors, Limited Partners and/or advisory committee for the respective Fund with respect to conflicts of interest or approvals required under the Advisers Act, including Section 206(3) and/or the relevant partnership agreement. The Adviser may also choose to seek the approval of Limited Partners of the applicable Funds with respect to certain conflict situations or matters under the Advisers Act. please register to get more info

Code of Ethics The Adviser has adopted a Code of Ethics (the “Code”) pursuant to Rule 204A-1 under the Advisers Act, applicable to persons who are supervised by the Adviser or support the Adviser in providing investment advice to the Funds or their respective General Partners or, and who have access to non-public information regarding the purchase or sale of securities, or who make securities recommendations to the Funds or their respective General Partners, or who have access to such recommendations that are non-public (“Access Persons”). Each Access Person is required to acknowledge the Code at the inception of his/her employment and annually thereafter. The Code is designed to make certain that all acts, practices and courses of business engaged in by Access Persons are conducted in accordance with the highest possible standards and to prevent abuse, or even the appearance of abuse, by Access Persons with respect to their personal trading and other business activities. The Code addresses the personal trading and investment activities of Access Persons, as more fully described below. In addition, the Code addresses standards of business conduct and fiduciary duties expected of Access Persons, including confidentiality obligations and restrictions on outside business activities and other conflicts of interest. Violations of the Code are subject to sanction, including reprimand, demotion, suspension or termination of employment. Copies of the Code are available upon request from the Adviser. Personal Trading and Investments The Code refers to a number of policies governing the securities trading and investing activities of employees for their own accounts. Such policies require all Access Persons to pre-clear trades for covered securities, as defined under the policies, in a personal account. A pre-clearance request will be denied if such securities are under consideration for investment, or have been acquired by, a client of the Adviser, or if the Adviser is in receipt of material non-public information of the company or if another conflict exists. Such policies also impose holding periods and reporting requirements for covered securities. In addition, investments in private placements or an employee’s participation in an outside business activity must be pre-approved by the employee’s designated manager and the Chief Compliance Officer. Participation or Interest in Client Transactions We recommend that current or prospective investors invest in our Funds. Prior to subscribing for interests in a Fund, investors receive information relating to potential conflicts of interest between the activities of the Fund and the business activities of the Adviser, and its affiliates, or clients that may have a financial interest in the securities in which the Fund invests. On rare occasions, a Fund may sell a security or asset which another Fund, or an affiliate of the Adviser, wants to own. On these occasions, after extensive firm and legal and compliance review and documentation, a sale of the security or asset from one Fund to another may be permitted. The Adviser may purchase and sell public and private investments and co-invest the assets of the clients alongside other funds and accounts managed by the Adviser or its affiliates in compliance with the requirements and conditions of rules, regulations, orders, or interpretations of the SEC, or no-action letters of the SEC Staff, and in accordance with fund and client account governing documents. Allocation of Investment Opportunities The Adviser has a governance process in place to ensure that each client is treated in a fair and equitable manner. The following factors will be considered, as appropriate, in connection with allocation decisions:  Rights of first offer in favor of a client  Investment guidelines, goals or restrictions of the client  Capacity of the client  Existing allocation to similar strategies and the diversification objectives of the client  Tax, legal or regulatory considerations  With respect to co-investment allocations, whether the co-investor can provide value add to the operations of the business or provide future opportunities to the business of the client (see also “Allocation of Co-Investment Opportunities” below)  Other relevant business considerations
Allocation of Co-Investment Opportunities
Any of the General Partners of the Funds may offer co-investment opportunities with respect to none, some or all of the Funds’ investments. In the event that a General Partner offers co-investment opportunities, such opportunities will be offered pursuant to the terms of the applicable partnership agreement. With respect to certain of the Funds, certain of the investors may have priority rights (but not obligations) to participate in co-investment opportunities, subject to the terms and conditions of the applicable partnership agreement, subscription agreement, side letter agreement or other agreement setting forth such priority rights. After the allocation of co-investment opportunities to such investors with priority rights to co-investment opportunities (if any), a General Partner may allocate the remainder (if any) of co-investment opportunities among interested parties, in its sole discretion, including for example, on the basis of the size of investor commitments to a Fund and other Affiliated Investment Accounts as well as a broad range of other considerations, including, commercial considerations for the applicable portfolio investment, a Limited Partner’s stated desire to participate in co-investments, the General Partner’s determination of the appropriateness of offering a co-investment opportunity, an investor’s ability to execute such offer and the approval of transaction counterparties. There can be no assurance with respect to the amount of any co-investment opportunity that will be made available to a Limited Partner in connection with a Fund, and there is no guarantee, prediction or projection of the availability to a Limited Partner of future co-investment opportunities. Investing in any of the Funds does not entitle a Limited Partner to allocations of co-investment opportunities. Co-investment opportunities may, and typically will, be offered to some and not other investors or to third parties (including affiliates of Morgan Stanley) who are not investors in any of the Funds. In addition, subject to the foregoing priority rights (if applicable), an investor may be offered fewer co-investment opportunities than investors with the same or smaller capital commitments in any Fund and other Affiliated Investment Accounts, and some investors may receive no such offers while other investors with capital commitments of the same or lower amount may receive substantial offers for such opportunities. Limited Partners are not required to participate in co-investments offered by the General Partners. The actual number of co-investment opportunities made available to Limited Partners may be significantly higher or lower than those made available in connection with other Affiliated Investment Accounts. Please refer to Item 10 for a description of other financial industry activities and affiliations of Morgan Stanley, and a discussion of the material conflicts relating thereto. please register to get more info

Due to the nature of the investments the Funds make, broker-dealers are not generally used for transactions. However, when executing transactions on behalf of a Fund through a broker, dealer or underwriter, the Adviser’s objective will be to obtain “best execution” (that is, the most favorable price and execution). The Adviser’s effort to obtain best execution on any individual transaction depends substantially on its judgment, knowledge and experience in evaluating the counterparties’, advisers’ and service providers’ (“Counterparties”) reliability and capability based on previous and pending transactions effected by the broker-dealer for client accounts. Some of the factors considered by the Adviser in selecting a Counterparty include, among other things, execution quality and capabilities, including with regard to market making, commissions charged by and gross compensation paid to such Counterparty, and special knowledge of the Adviser’s client’s markets. The Adviser will only consider engaging in a principal or cross transaction with Morgan Stanley or its affiliates on behalf of a Fund or client to the extent permitted by applicable law. A broker-dealer (including a Morgan Stanley affiliate) may act as agent for one or more clients in selling publicly traded securities simultaneously. In such a situation, transactions may, but are not required, to be bundled and clients will receive proceeds from sales based on average prices received, which may be lower than the price which could have been received had each client sold its securities separately from such broker-dealer’s other clients. please register to get more info

Each Fund’s respective Investment Committee reviews and approves all significant investment decisions. The members of the respective Investment Committee are identified in the Supplements to the Adviser’s Brochure in Form ADV Part 2B. The investments made by each Fund are generally private, illiquid and long-term in nature. Accordingly, the review process is not directed toward a short-term decision to dispose of securities. However, the Adviser’s portfolio management staff closely monitors companies and assets in which each Fund invests and generally maintains an ongoing oversight position in such companies and assets (including, where relevant, representation on the board of directors of such companies). Reviews occur on a quarterly and (in some cases) monthly basis. The Adviser provides quarterly unaudited reports and annual audited reports to the Limited Partners of the relevant Fund, which include, among other things, financial statements and descriptions of the investments of each Fund. please register to get more info

The Adviser may from time to time compensate placement agents (which may include certain of its affiliates) in return for referrals of Limited Partners. Any additional compensation paid specifically for such referrals will meet the requirements of Rule 206(4)-3 under the Advisers Act, if applicable.
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The Adviser is deemed to have custody of each Fund’s cash and securities by virtue of its relationship with the General Partner of each Fund. Each Limited Partner of the PE Asia and PE Asia III receives the relevant Fund’s audited financial statements prepared in accordance with generally accepted accounting principles within 120 days of the end of the Fund’s fiscal year. Each Limited Partner of PE Asia IV and PE Asia V Fund receives the relevant Fund’s audited financial statements prepared in accordance with generally accepted accounting principles within 90 days of the end of each Fund’s fiscal year. please register to get more info

As the manager of each of the Funds, the Adviser will have discretion to recommend to the respective General Partner, without consent of the relevant Fund’s Limited Partners, the particular securities to be bought and sold, the broker or dealer (including a Morgan Stanley affiliate) to be used (if any) and the commission rates to be paid by the Funds in cases where a broker or dealer is used. The Adviser provides investment advice to the Funds, subject to certain investment limitations regarding diversification and type of permitted investments as set forth in the applicable partnership agreement. When executing transactions on behalf of a Fund through a broker, dealer or underwriter, the Adviser’s objective will be to obtain the most favorable commission and the best price available on each transaction in light of the quality of execution provided. Consequently, brokers, dealers and underwriters are selected primarily on the basis of their execution, capability and trading expertise. The Adviser generally receives discretionary authority from a Fund at the outset of an advisory relationship to select the identity and amount of securities to be bought or sold. Such authority is provided in the Adviser’s advisory contract with each Fund and/or under the terms of the partnership agreement of each Fund. In all cases, however, such discretion is exercised in a manner consistent with the stated investment objectives for the relevant Fund. When selecting securities and determining amounts, the Adviser observes the investment policies, limitations and restrictions of the relevant Fund. please register to get more info

Where the Adviser has accepted authority to vote proxies on behalf of a client, the Adviser will vote proxies in accordance with its policies and procedures in place for voting of proxies (the “Proxy Voting Policy”), which are designed to ensure compliance with Rule 206(4)-6 of the Advisers Act. Copies of the Proxy Voting Policy are available upon request from the Adviser. Under the Proxy Voting Policy, the Adviser will vote proxies on behalf of the clients based on a determination of the best interest of the clients, consistent with the objective of maximizing long-term investment returns for the clients. In many situations, a client is a party to a stockholder or similar agreement. These agreements are entered into in the best interests of the clients, and may require the Adviser to vote the other investors’ nominees to a board of directors or similar body, or require a vote in favor of a particular transaction. If this is the case, the Adviser will comply with the applicable clients’ contractual obligations. Where no contract requires a client to vote for a specific outcome, the Proxy Voting Policy is designed to be responsive to the wide range of issues that may be subject to proxy vote, but is not exhaustive due to the variety of proxy voting issues that the Adviser may be required to consider. The clients generally make a limited number of direct investments in portfolio companies that are or will become public. As a result, the Adviser will generally cast proxy votes on behalf of the clients with respect to a limited number of public portfolio companies. The Adviser reserves the right to depart from the Proxy Voting Policy in order to avoid voting decisions that it believes may be contrary to the clients’ best interests. In addition, the Adviser may also abstain from voting if, based on factors such as expense or difficulty of exercise, it determines that the client’s interests are better served by an abstention. The Adviser may be subject to conflicts of interest in the voting of proxies. A potential conflict of interest may occur where an adviser or any of its affiliates or their respective employees has a direct or indirect economic stake in the outcome of a proxy vote that is different from a client’s stake. When such a potential conflict arises between the Adviser and any of its affiliates or their respective employees on the one hand and one or more of the clients on the other, the matter is evaluated to determine whether an actual conflict exists. Where an actual conflict exists, the Adviser will take necessary and appropriate steps to address the conflict. please register to get more info

Registered investment advisers are required in this Item to provide you with certain financial information or disclosure about the Adviser’s financial condition. The Adviser is not aware of any financial condition that impairs its ability to meet contractual and fiduciary commitments to clients, and has not been the subject of a bankruptcy proceeding. please register to get more info