This is a marketing communication. 

IMPORTANT INFORMATION:

Applications for shares in the Morgan Stanley Private Markets ELTIF (the “Sub-Fund”) a sub-fund of Cabot SA SICAV (the “Fund”) should not be made without first consulting the current confidential offering document issued by the Fund (the “Prospectus”), the current supplement relating to the Sub-Fund (the “Supplement”) and the relevant Key Information Document relating to the Sub-Fund (“KID”), which are available in English and in the language of countries authorized for fund distribution and is available online at Morgan Stanley Investment Funds Webpages or free of charge 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. This information is being provided on behalf of MSIM Fund Management (Ireland) Limited (the “AIFM”) to Eligible Investors as defined in the Fund Documents (as defined below). This summary is qualified in its entirety by the more detailed information contained in the Fund Documents.

The summary of investor rights is available in the aforementioned languages and website location under the General Literature section.

Information in relation to sustainability aspects of the Fund is available from the Prospectus of the Fund.

If the AIFM of the Fund decides to terminate its arrangement for marketing the Fund in any EU country where it is registered for sale, it will do so in accordance with Article 32a of Directive 2011/61/EU.

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 shares 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 Equity Secondaries 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. These risks include, but are not limited to, the following: each investment which would be made on behalf of the Sub-Fund would be illiquid, and an investor may not be able to transfer its shares in the Sub-Fund because of restrictions on transferability of shares. Shares of the Sub-Fund do no offer redemption rights. The Sub-Fund will require that investors fund 100% of their subscription to the Sub-Fund at the time of subscription. Any potential return on an investor’s investment will be reduced by the fees and expenses payable to the Investment Manager, as well as those fees and expenses payable pursuant to the terms of each investment made on behalf of the Sub-Fund, which may be substantial. 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, the KID 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. Investors are advised that only a small proportion of their overall investment portfolio should be invested in the Sub-Fund.

For the purposes of European Sustainable Finance Disclosure Regulation (“SFDR”), the Sub-Fund is not an Article 8 or 9 product, as the Sub-Fund does not seek to promote environmental and/or social characteristics and does not have a sustainable investment objective. The Investment Manager takes ESG considerations into account, alongside other factors when conducting diligence on, and assessing risks associated with, potential investments on a non-binding basis only as further described in the Fund Documentation. The investments underlying this financial product do not take into account the EU criteria for environmentally sustainable economic activities.

The information contained on this site is not intended for, and should not be accessed by, any  “U.S. person” (generally as such term is defined in Rule 902(k) of Regulation S under the U.S. Securities Act of 1933, as amended) or on behalf of any such “U.S. person”. Any offer or sale of interests of any product described on this site will only be made outside the United States and to non-“U.S. persons” only.

Please review the Prospectus, the Supplement and the KID for additional important information about the Fund, including, but not limited to, the risks and potential conflicts of interest associated with an investment in the Fund and information about fees and expenses borne by investors in the Fund.

Distribution

This material is only intended for and will be only distributed to persons resident in jurisdictions where such distribution or availability would not be contrary to local laws or regulations. It is the responsibility of any person in possession of this material and any persons wishing to make an application for shares in pursuant to the Prospectus to inform themselves and observe all applicable laws and regulations of any relevant jurisdictions.

MSIM and its affiliates have arrangements in place to market each other’s products and services. Each MSIM affiliate is regulated as appropriate in the jurisdiction it operates. MSIM’s affiliates are: Eaton Vance Advisors Intl Ltd, Eaton Vance Management, Parametric SAS, Calvert Research and Management, Parametric Portfolio Associates LLC, and Atlanta Capital Management LLC.

The material has been issued by any one or more of the following entities:

In the EU, this material is issued by MSIM Fund Management (Ireland) Limited ('FMIL'). FMIL is regulated by the Central Bank of Ireland and is incorporated in Ireland as a private company limited by shares with company registration number 616661 and has its registered address at 24-26 City Quay, Dublin 2, DO2 NY19, Ireland.

Outside the EU: Issued by Morgan Stanley Investment Management Limited (“MSIM”). Authorised and regulated by the Financial Conduct Authority. Registered in England. Registered No. 1981121. Registered Office: 25 Cabot Square, Canary Wharf, London E14 4QA.

Switzerland: Issued by Morgan Stanley & Co. International plc, London, Zurich Branch (“MSIP Zurich”). MSIP Zurich is authorised and regulated by the Swiss Financial Market Supervisory Authority (“FINMA”). Registered Office: Beethovenstrasse 33, 8002 Zurich, Switzerland, Telephone +41 (0) 44 588 1000. The offer and marketing of the Fund in Switzerland will be exclusively made to, and directed at, Qualified Investors only. Accordingly, the Fund has not been and will not be registered with FINMA for distribution to Non-Qualified Investors and distribution of the Fund may be conducted without a Swiss representative or paying agent. 

The offer and marketing of Interests in Switzerland will be exclusively made to, and directed at, per se professional clients, as defined in Article 4(3) of the Financial Services Act dated 15 September 2018 and at clients who have entered into a long term investment advisory or discretionary management relationship with a regulated financial intermediary (the “Eligible Investors”). Accordingly, the Fund has not been and will not be registered with the Swiss Financial Market Supervisory Authority (FINMA) for distribution to non-qualified investors and no Swiss representative or paying agent has been appointed by the Fund pursuant to the Swiss Collective Investment Schemes Act (“CISA”). This presentation and/or any other offering or marketing materials relating to the shares may be made available in Switzerland solely to Eligible Investors. Failure to comply with the above-mentioned requirements may constitute a breach of the CISA.