Morgan Stanley Investment Management (MSIM) and its advisory affiliates represent the investment management
division of Morgan Stanley, a publicly held company (“Morgan Stanley”). We are a wholly owned subsidiary of Morgan
Stanley, a corporation whose shares are publicly held and traded on the New York Stock Exchange under the symbol
“MS”. Morgan Stanley is a leading global financial services firm providing investment banking, securities, wealth
management and investment management services. With offices in more than 41 countries, the Firm’s employees serve
clients worldwide including corporations, governments, institutions, and individuals. MSIM is organized as a Delaware
corporation and has been registered with the SEC since 1981.
Overview
For more than 40 years MSIM has provided client-centric investment and risk-management solutions to a wide range of
investors and institutions. Our clients include corporations, pension plans, intermediaries, sovereign wealth funds, central
banks, endowments and foundations, governments, consultant partners, and retail investors worldwide. Investment
strategies span the risk/return spectrum across geographies, investment styles and asset classes, including equity, fixed
income, alternatives and private markets.
More than 20 investment teams are organized under six capabilities: Solutions & Multi-Asset, Real Assets, Active
Fundamental Equity, Private Credit & Equity, Fixed Income and Global Liquidity. MSIM offers its clients the intelligence
and creativity of some of the brightest professionals in the industry, and access to the global resources of Morgan
Stanley. The extensive range of MSIM’s services and products reflects our continuous effort to provide products and
services that help meet the needs of investors worldwide. Depending on the selected product or offering, our investment
teams have the ability to customize solutions for clients, creating tailored approaches in the context of a full-service
platform.
MSIM is dedicated to providing superior client service to investors worldwide. In addition to responding to client inquiries
and providing timely portfolio analytics and commentary, we share knowledge with clients by organizing proprietary
conferences and webcasts, and distributing a wide array of publications and thought leadership papers that highlight our
firm’s intellectual capital. We aim to empower our clients to make more informed investment decisions. The longevity of
many of our client relationships testifies to our commitment to superior investment service and the productive
partnerships we have cultivated throughout our history.
We provide discretionary and non-discretionary investment management services and products to institutional clients
and individual investors. We also advise clients on a discretionary and non- discretionary basis as to the appropriate
allocation of assets among multiple separate accounts and/or investment companies or other pooled vehicles that we
advise (“asset allocation advice”). As a diversified global financial services firm that engages in a broad spectrum of
activities including financial advisory services, investment management activities, sponsoring and managing private
investment funds, and other activities, you should be aware that there will be occasions when Morgan Stanley encounters
potential and actual conflicts of interest in connection with its investment management services.
Fund of Funds and Portfolio Solutions
Our fund of funds advisory and portfolio solutions business focuses on the discretionary and, in certain instances, non-
discretionary investment management of accounts across four strategies: (1) hedge funds; (2) private markets (“Private
Markets”); (3) risk premia; and (4) portfolio solutions.
Our fund of funds advisory business consists primarily of identifying investment opportunities and making investments
in diversified portfolios of traditional and non-traditional investment funds. Advisory services of this nature are provided
to funds and separate accounts on a discretionary and nondiscretionary basis. The underlying funds or accounts in which
we invest are referred to throughout as the “Underlying Investment Funds” and the third-party investment managers who
manage the Underlying Investment Funds are referred to as the “Underlying Investment Managers”.
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Depending on the investment strategy selected, certain clients invest in Underlying Investment Funds managed by an
Affiliated Adviser (as defined in Item 10) that invest in a broad set of Risk Premia investments, currently expected under
normal market conditions to constitute a diverse set of different strategies or factors, including, without limitation value,
carry, curve, trend/momentum, mean reversion, volatility, congestion opportunistic, hedge and other similar strategies,
as well as equity specific low-beta, size, value, quality and momentum strategies. The Affiliated Adviser intends to
implement the Risk Premia strategy primarily
through total return swaps and intends to gain such exposure through
multiple counterparties. In addition, Risk Premia investments, in certain instances, include futures, listed options and
common stocks.
The Portfolio Solutions business implements discretionary investment advice by integrating traditional and non-traditional
investments through a single portfolio construction, philosophy and approach.
MSIM also acts as a fiduciary adviser, a “manager of managers”, for large pools of assets. In that role we assist the
client in establishing the investment policy and guidelines and restrictions. In addition, we make and implement asset
allocation decisions; and select, supervise and monitor the managers, which include affiliated and non-affiliated entities.
As fiduciary adviser, we will report to the fiduciary or other person responsible for the overall management of the large
pool of assets.
Institutional clients can also negotiate for a custom mandate through a separate account or fund of one structure.
Wrap Fee Programs
Our investment advisory services are available through various bundled “wrap fee” programs (“Wrap Fee Programs”)
sponsored by certain broker-dealers and/or investment advisers (“Sponsor(s)”), including affiliates of MSIM, to individual
investors, including high net worth and other retail investors. As used herein, the term Sponsor includes overlay
managers to the extent a Wrap Fee Program utilizes an overlay manager.
Clients that participate in these Wrap Fee Programs enter into a single agreement with the applicable Sponsor for our
advisory services, as well as other bundled services. For a single “wrap” fee (a portion of which is paid to the Sponsor
and a portion of which is received by us) the Sponsors offer our investment advisory services to their separately managed
account clients and are generally, depending on the program, primarily responsible for:
i. Monitoring and evaluating our performance;
ii. Executing client portfolio transactions typically without additional commission charge (except that the client
will be charged an added commission charge if we use a broker other than the Sponsor to execute trades);
iii. Providing custodial services for clients’ assets;
iv. Ensuring adherence to client guidelines, restrictions and/or client instructions; and/or
v. Providing tax management services.
MSIM participates in certain Wrap Fee Programs pursuant to which we provide the Sponsors with a model portfolio that
represents the securities we recommend in accordance with a particular investment strategy (the “Model Portfolio”). In
most instances, we will communicate our recommendations comprising the Model Portfolio, and any changes thereto,
to the Sponsors, who serve as investment advisers to the Wrap Fee Program clients and are responsible for
implementation of any client-specific investment restrictions and for determining the suitability of our investment strategy
for the client. In most instances, unless otherwise agreed, the Sponsor will exercise investment discretion with respect
to securities that are purchased or sold for clients of such Model Portfolio Wrap Fee Programs and will be responsible
for executing trades and seeking best execution for such Wrap Fee Program accounts.
In addition to offering our advisory services through Wrap Fee Programs in the manner described above, certain
separately managed accounts are offered to retail investors through what’s known as “dual contract arrangements” in
which a Sponsor and its client enter into an agreement with regard to the Sponsor’s overall management of the client’s
assets pursuant to which the Sponsor identifies managers that offer particular strategies or products that the Sponsor
believes are suitable for each client. Either the Sponsor or the client then selects the particular strategy or product and
the applicable manager to manage portions of the client’s portfolio.
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In a “dual contract” arrangement, MSIM generally has separate agreements with the Sponsor and each applicable client,
the latter of which outlines the scope and limitations of the advisory relationship between MSIM and the client. In such
arrangements, the Sponsor, who itself has a client relationship with the client, and/or the client are generally responsible
for determining whether a strategy offered by MSIM is suitable and appropriate for the client based on its investment
objectives, risk tolerance and financial situation.
Further Information
For additional information regarding the specific investment strategies we employ please refer to Item 8, “Methods of
Analysis, Investment Strategies and Risk of Loss” in this Brochure.
Assets Under Management
As of December 31, 2022, we managed approximately $485,023,870,388 on a discretionary basis and $5,532,534,282
on a non-discretionary basis, totaling $490,556,404,670 of assets under management or supervision.
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