The Prospectus and Supplement have been made available on a confidential basis solely for the information of the person to whom access to this site has been granted pursuant to such person having provided certain attestations (the “User”). The User must not reproduce or otherwise transmit the Prospectus and / or the Supplement to any other person in whole or in part without the prior written consent of Morgan Stanley.

The Prospectus and Supplement are made available on this site for informational purposes only. Morgan Stanley does not have any obligation to update the information or documents, including the Prospectus and the Supplement, on this site. Morgan Stanley is therefore not responsible for ensuring that a User bases their investment decisions regarding the Fund or the Sub-Fund on the most up to date versions of the Prospectus and the Supplement.

Applications for shares in the Fund should not be made without first consulting the current Prospectus and the Key Information Document (KID), which are available in English and in the official language of your local jurisdiction from the Registered Office of Cabot S.A SICAV c/o Maples, FS (Luxembourg) S.A. 12E, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg.

Information in relation to sustainability aspects of the Fund and the summary of investor rights is available from the aforementioned address.

If the management company of the relevant Fund decides to terminate its arrangement for marketing that Fund in any EEA country where it is registered for sale, it will do so in accordance with the relevant AIFS rules.

Please refer to the Fund Documentation for further information with respect to the relevant risks of investing in the Fund.

¹ Other currencies (e.g. USD and GBP) may be available upon request.

² Subject to local jurisdictional requirements.

³ Monthly subscriptions are expected, not guaranteed. Quarterly liquidity is expected but not guaranteed, and subject to the discretion of the board of directors. In exceptional circumstances and not on a systematic basis, the board of directors may suspend redemptions entirely or partially.

⁴ As of December 31, 2024 based on actual capital commitments. Committed Capital is calculated as aggregate capital commitments received and total committed leverage within each of the funds or accounts with exception for funds past their investment period, where Committed Capital is calculated as invested capital.

⁵ As of December 31, 2024. The figure represents the assets under management (AUM) and includes all discretionary and non-discretionary assets of Morgan Stanley Investment Management (MSIM) and all advisory affiliates. MSIM Fund of Fund assets represent assets under management and assets under supervision. MSIM direct private investing assets represents the basis on which the firm earns management fees, not the market value of the assets owned.

⁶ Whilst the target allocation to liquid assets is c.10%, the Fund may invest from 5% and up to 20% of NAV in such liquid assets.

⁷ The illustrative portfolio construction statistics outlined are estimates for EPIF’s private debt investments and may not encompass all BSL/liquid investments.

⁸ For the purposes of the European Sustainable Finance Disclosure Regulation (“SFDR”), the Fund is categorised as an Article 8 product. Please note that MSIM may also additionally take ESG considerations into account in investment decisions on a non-binding basis, and this deck also includes certain information on MSIM’s sustainability practices and track record, at an organisational and investment team level, which may not necessarily be reflected in the portfolio of the Fund. Please refer to the offering documents of the Fund for details of the binding Article 8 characteristics of the Fund.

IMPORTANT INFORMATION:

Confidentiality: The information contained on this site may not be reproduced or otherwise transmitted in whole or in part without the prior written consent of Morgan Stanley.

The Fund is set up as an investment company with variable capital (société d'investissement à capital variable - SICAV) and in the form of a Luxembourg public limited company (société anonyme) established pursuant to Part II of the Luxembourg law dated 17 December 2010 on undertakings for collective investment. The Fund is authorized by the Commission de Surveillance du Secteur Financier (“CSSF”).

Information herein has been prepared solely for informational purposes and does not constitute an offer to sell or a solicitation of an offer to purchase interests in the fund mentioned herein or to participate in any trading strategy. No sale of any such interests, security, instrument, or trading strategy will be made in any jurisdiction in which the offer, solicitation or sale is not authorised or to any person to whom it is unlawful to make the offer, solicitation or sale. Securities offers and/or solicitations in relation to the Sub-Fund, if made, would only be made by means of the Fund Documentation (defined below) which will contain a more complete description of the Sub-Fund, including the material terms of constituent documents, certain risk factors and potential conflicts of interest relating to an investment in the Sub-Fund.

Morgan Stanley does not render advice on tax and tax accounting matters to clients. Investors should seek tax advice based on its particular circumstances from independent advisors.

Past performance is not a guarantee of future returns. There can be no assurance the Sub-Fund will achieve its objectives, be able to implement its strategy, find investments that fit its investment criteria or avoid substantial losses.

In the event of any conflict between the information contained herein and the information contained in the Prospectus and the Supplement (as applicable), the Prospectus and the Supplement (as applicable) will control. Neither Morgan Stanley Private Credit nor its affiliates have any obligation to update the information contained herein to reflect subsequent events, conditions or facts.

Access to certain parts of Morgan Stanley may be limited in certain instances by a number of factors, including third party confidentiality obligations and information barriers established by Morgan Stanley in order to manage potential conflicts of interest and regulatory restrictions. Accordingly, the Sub-Fund’s ability to source investments from other business units within Morgan Stanley may be limited. Such investment sources are not necessarily indicative of all sources that the Sub-Fund may utilise in sourcing investments. There can be no assurance that the Sub-Fund will be able to source investments from any one or more parts of the Morgan Stanley network, implement its strategy, achieve its investment objectives, find investments that fit its investment criteria or avoid substantial losses.

An investment in the Sub-Fund involves significant risks. An investment in the Sub-Fund will involve a high degree of risk due to, among other things, the nature of the Sub-Fund’s investments and actual and potential conflicts of interest. There can be no assurance that the Sub-Fund will achieve its return objectives or return the investor’s capital. Investors must have the financial capacity and willingness to accept the risks (including the risk of capital loss and lack of liquidity) that characterize investments in a fund. Prospective investors should be aware of additional risk factors that may affect the value of their investment in the Sub-Fund. Before making an investment decision regarding the Sub-Fund, prospective investors are advised to read the Prospectus, the Supplement and subscription agreement relating to the Fund and the Sub-Fund (subject at all times to supplements, revisions and completion) (the “Fund Documentation”) and pay particular attention to the description of certain risk factors and potential conflicts of interest they will find therein.

For the purposes of the European Sustainable Finance Disclosure Regulation (“SFDR”), the Sub-Fund is categorised as an Article 8 product. Please note that MSIM may also additionally take ESG considerations into account in investment decisions on a non-binding basis, and the information herein also includes certain information on MSIM’s sustainability practices and track record, at an organisational and investment team level, which may not necessarily be reflected in the portfolio of the Sub-Fund. Please refer to the offering documents of the Sub-Fund (including the Supplement) for details of the binding Article 8 characteristics of the Sub-Fund. Notwithstanding the foregoing, the decision to invest in the Sub-Fund should take into account all the characteristics or objectives of the Sub-Fund as described in the Prospectus and the Supplement.

RISK FACTORS:

The following is a summary description of the principal risks of investing in the Sub-Fund. Please refer to the Prospectus and the Supplement for a full description of the risks. Unless otherwise defined, capitalised terms have the same meaning as in the Prospectus and Supplement (as the context requires).

Lack of Liquidity. There is no current public trading market for the Shares in the Sub-Fund, and Morgan Stanley does not expect that such a market will ever develop. Investors should note that, although in normal circumstances the Sub-Fund provides for quarterly liquidity, the Sub-Fund offers only limited redemption rights. The Sub-Fund generally expects to redeem Shares at a price equal to the applicable Net Asset Value as of the Redemption Date and not based on the price at which the investor initially purchased its Shares. In addition, subject to limited exceptions, an early repayment deduction may apply (2% of the Net Asset Value of the Shares redeemed) for Shares held for less than one year. As a result, in a short an investor may receive less than the price that it paid for its Shares when it redeems them. Aggregate redemptions are generally limited to 5% per calendar quarter of the Net Asset Value of the Sub-Fund as of the last day of the preceding calendar quarter which is also a Valuation Day. Should the Sub-Fund be required to satisfy significant redemption requests in a short period of time, the Sub-Fund could, notwithstanding the application of the Redemption Cap, be forced to liquidate investments prematurely, causing losses to the Sub-Fund. Further, the Sub-Fund may suspend redemptions, either of which actions would limit the ability of investors to redeem their Shares and the value of such investments may decline prior to the time when redemption is permitted. The calculation and payment of an investor’s redemption proceeds may be based on estimated and unaudited data. Accordingly, adjustments and revisions may be made to the Net Asset Value of the Sub-Fund following the year-end audit of the Sub-Fund or at such other times as is required by law or regulation. However, once paid, no revision to an investor’s redemption proceeds is generally expected to be made based upon audit adjustments.

Risk of Fund Leverage. The Sub-Fund may (directly or indirectly) incur a substantial amount of leverage in connection with Investments. This leverage will increase the exposure of the Sub-Fund to adverse economic factors such as rising interest rates, economic downturns or deteriorations in the condition of its Investments or the industries in which they operate. Borrowings by the Sub-Fund (or by an affiliate thereof) have the potential to enhance the Sub-Fund’s returns, however, they will further diminish returns (or increase losses on capital) to the extent overall returns are less than the Sub-Fund’s cost of funds. As a general matter, the presence of leverage can accelerate losses. There can be no assurance that the Sub-Fund will have sufficient cash flow to meet its debt service obligations. As a result, the Sub-Fund’s exposure to foreclosure and other losses may be increased due to the illiquidity of its investments. In addition, the Sub-Fund may need to refinance its outstanding debt as it matures and financing obtained at the time of investment may not be available for the life of the asset, on favorable terms or at all.

Identification and availability of investment opportunities. There can be no assurance that the Sub-Fund will be able to identify sufficient, attractive investment opportunities to meet its investment objectives, or that it will otherwise be successful in implementing its investment objectives or avoiding losses (up to and including the loss of the entire amount invested).

General economic and market conditions. Changing economic, political, regulatory or market conditions or events, such as interest rates, the availability of credit, currency exchange rates, trade barriers, natural disasters, epidemics and pandemics, globally and in the jurisdictions and sectors in which the Sub-Fund invests or operates, general levels of economic activity, the price of securities and debt instruments, legal, tax and regulatory changes and participation by other investors in the financial markets, may affect the availability of investment opportunities for the Sub-Fund and/or the value and number of investments made by the Sub-Fund or considered for prospective investment.

Credit and Currency Risk. One of the fundamental risks associated with the investments is credit risk, which is the risk that an issuer will be unable to make principal and interest payments on its outstanding debt obligations when due or otherwise defaults on its obligations to the Sub-Fund and/or that the guarantors or other sources of credit support for such persons do not satisfy their obligations. The Sub-Fund’s returns to investors would be adversely impacted in such event. Be aware of currency risk.

Fund costs will be incurred in different currencies, including currencies other than the currency in the jurisdiction in which an investor is resident. Fund costs may increase or decrease as a result of currency and exchange rate fluctuations.

Dependence on the Investment Manager and its personnel. The success of the Sub-Fund will be highly dependent on the expertise and performance of Morgan Stanley Investment Management Limited (“MSIM” or the “Investment Manager”) and its teams and investment professionals. There can be no assurance that these individuals will continue to be associated with the Investment Manager throughout the life of the Sub-Fund. The loss of the services of one or more of these individuals could have a material adverse effect on the performance of the Sub-Fund.

Incentive and Management Fees. The existence of the Incentive Fee and Management Fee may create a potential incentive for the Sub-Fund to make more speculative investments than it would otherwise make in the absence of such compensation arrangements. In addition, the fact that the Management Fee is calculated based on the Net Asset Value of the Sub-Fund, rather than subscription amounts, may create a potential incentive for the Sub-Fund to seek to make Investments at an accelerated pace, and/or hold Investments longer than would otherwise be the case. The Management Fee calculations may create incentives for the Sub-Fund to incur additional borrowings or guarantees.

Risk of Morgan Stanley Credit Event. A bankruptcy or change of control of Morgan Stanley or the Investment Manager could cause the Investment Manager to have difficulty retaining personnel or otherwise adversely affect the Sub-Fund and its ability to achieve its investment objectives.

Conflicts of Interest; Allocation of Investment Opportunities. The Sub-Fund is subject to certain conflicts of interest arising out of its relationships, including as a result of the fact that Morgan Stanley provides investment management and certain other services to the Sub-Fund as well as other funds, vehicles and separately managed accounts. There is no guarantee that the applicable policies and/or agreements can adequately address or mitigate these conflicts of interest, or that Morgan Stanley will identify or resolve all conflicts of interest in a manner that is favorable to the Sub-Fund.

Sustainability Risk. Sustainability Risk means an environmental, social or governance event or condition that, if it occurs, could cause an actual or a potential material negative impact on the value of the Sub-Fund. Such Sustainability Risks are integrated into the investment decision making and risk monitoring to the extent that they represent a potential or actual material risks and/or opportunities to maximizing the long-term risk-adjusted returns. The impacts following the occurrence of a Sustainability Risk may be numerous and vary depending on the specific risk, region and asset class. Sustainability Risks generally revolve around the following factors including but not limited to:

• Climate change risks include both global warming driven by human emissions of greenhouse gases and the resulting large scale shifts in weather patterns. Risks associated with climate change include transition risks (policy changes, reputational impacts and shifts in market preferences, norms and technology) and physical risk (physical impacts of climate change such as droughts, floods or thawing ground).
• Natural Resource risks including rising costs from resource scarcity or resource usage taxes and systemic risk from biodiversity loss.
• Pollution and waste risks including liabilities associated with contamination and waste management costs.
• Human capital risks include declining employee productivity, attrition and turnover costs, pandemics and supply chain reputational risks or disruption.
• Community risks factors including loss of license to operate, operational disruptions caused by protests or boycotts and systematic inequality and instability.
• Security and safety risks such as consumer security, data privacy and security.

In general, where a sustainability risk occurs in respect of an asset, there could be a negative impact on, or entire loss of, its value. Such a decrease in the value of an asset may occur for a company in which the Sub-Fund invests as a result of damage to its reputation resulting in a consequential fall in demand for its products or services, loss of key personnel, exclusion from potential business opportunities, increased costs of doing business and/or increased cost of capital. A company may also suffer the impact of fines and other regulatory sanctions. The time and resources of the company’s management team may be diverted from furthering its business into dealing with the Sustainability Risk event, including changes to business practices and dealing with investigations and litigation. Sustainability Risks events may also give rise to loss of assets and/or physical loss including damage to real estate and infrastructure. The utility and value of assets held by companies to which the Sub-Fund is exposed may also be adversely impacted by a Sustainability Risk event. A Sustainability Risk trend may arise and impact a specific investment or may have a broader impact on an economic sector (e.g. IT or health care), geography (e.g. emerging market) or political region or country.

Please refer to the Fund Documentation for further information with respect to the relevant risks of investing in the Sub-Fund.