Morgan Stanley AIP GP LP

Item 5 Fees and Compensation

Hedge Funds and Opportunistic Investments
For advisory services rendered to Clients pursuing a hedge fund or opportunistic investment strategy, AIP is generally
entitled to a management fee in an amount (on an annualized basis) of up to (i) 1.50% of the net asset value of the
applicable Fund or SMA, or (ii) 1.50% of the aggregate capital commitment to the applicable Fund or SMA. In the case
of certain Funds, the fees charged by AIP may decrease over time upon the occurrence of certain events, as described
in the governing materials of such Funds or SMAs. In some cases, AIP or one of its affiliates is also entitled to receive
performance-based fees or allocations which may be up to 10% of the investor’s net profits and may be subject to a
minimum hurdle rate and/or high-water mark.
In addition, for certain Funds, an affiliate is generally entitled to carried interest with respect to each investor equal to
10% of such investor’s profits, subject to satisfaction of an 8% internal rate.
Funds pursuing a hedge funds or opportunistic investment strategy generally book fees (and as applicable, incentive
allocation estimates) on a monthly or quarterly basis.
AIP also charges a fee to MSSB for providing services related to (i) conducting investment and operational due diligence
on hedge funds; (ii) providing portfolio advisory services in connection with customized mandates; and (iii) managing a
list of hedge funds into which qualified advisory Wealth Management clients may invest.

Alternative Lending
For advisory services rendered to the Alternative Lending Fund, AIP is entitled to a management fee in an amount of
0.75% on an annualized basis of the Alternative Lending Fund’s Managed Assets. “Managed Assets” means the total
assets of the Alternative Lending Fund (including any assets attributable to borrowings for investment purposes) minus
the sum of the Alternative Lending Fund’s accrued liabilities (other than liabilities representing borrowings for investment
purposes).

Omni Strategy
For investment advisory services rendered to the Omni Fund, AIP is generally entitled to a management fee in an amount
(on an annualized basis) ranging from 0.00% to 2.00% of the net asset value of each Omni Fund investor’s capital
account.
AIP or an affiliate of AIP is generally entitled to an incentive allocation with respect to each investor in the Omni Fund
generally ranging from 0% to 20% of such investor’s profits, subject, with respect to certain series of interests, to
satisfaction of a hurdle rate of 4%.
The Omni Fund management fee is accrued monthly and payable quarterly in advance and is generally paid in arrears.
While AIP does not intend to cause the Omni Fund to terminate its investment management relationship with AIP absent
AIP’s reorganization, liquidation, or bankruptcy, the Omni Fund’s management fee will be prorated for partial periods.
In addition to the management fee and incentive allocation payable by the Omni Fund to AIP and its affiliates, the Omni
Fund will pay each Portfolio Manager an advisory fee and/or performance compensation based on the performance
results achieved with respect to the Omni Fund’s investments managed by such Portfolio Manager. The Omni Fund
may also pay a portion of a Portfolio Manager’s expenses (including expenses incurred in connection with its entering
into an agreement with the Omni Fund) or pay certain advisory fees and performance compensation to the Portfolio
Manager in advance. The Omni Fund may also pay one or more Portfolio Managers a guaranteed amount of advisory
fees or expenses, which the Omni Fund would be required to pay even if AIP or the Omni Fund terminated the agreement
with the applicable Portfolio Manager (“Portfolio Manager Agreement”) prior to a specified date. Any payments made or
required to be made to, or in respect of, Portfolio Managers in connection with their management of the Omni Fund’s

FORM ADV, PART 2A BROCHURE                                                                    MORGAN STANLEY AIP GP LP      7

capital, including advisory fees, performance compensation and other payments, as well as payments made to AIP or
its affiliates relating to Internal Portfolio Managers, are collectively referred to as “Trader Payouts.”

Private Markets
For investment advisory services rendered to the Funds pursuing a Private Markets investment strategy, AIP is
occasionally entitled to a flat fee and more generally entitled to a management fee during the investment period in an
amount (on an annualized basis) of up to 1.75% of either (i) the investor’s aggregate capital commitment to the Fund (ii)
the investor’s attributable share of the aggregate capital commitments made by the Fund to its Underlying Investment
Funds (based on the acquisition costs of such investments); (iii) the investor’s attributable share of the aggregate capital
contributions made by the Fund to its Underlying Investment Funds (excluding amounts constituting a return of a capital
contribution by such underlying investments); or (iv) the investor’s aggregate contributions with respect to Underlying
Investment Funds plus the investor’s attributable share of the aggregate unfunded capital commitments made by the
applicable Fund to its Underlying Investment Funds. In the case of certain Funds, the fees charged by AIP may decrease
over time after the investment period ends, as described in the governing materials of such Funds.
For funds that pursue a Private Markets strategy, the management fee will be charged in addition to an investor’s capital
commitment. In most cases, AIP or one of its affiliates is also entitled to receive performance-based fees, which vary.
AIP or an affiliate of AIP is generally entitled to carried interest with respect to each investor generally ranging from 5%
- 15% of such investor’s profits, subject to satisfaction of an internal rate of return ranging from 6% - 15%, compounded
annually.
...

Item 7 Types of Clients
AIP generally provides investment advice to registered and unregistered investment companies, pooled investment
vehicles, separate accounts, funds of one, corporate/business entities, high net worth individuals, endowments,
foundations, charitable institutions, sovereign wealth funds, foreign regulated funds such as UCITs, pension plans,
insurance companies and domestic and foreign government agencies, and trusts. In addition, AIP, through its Hedge
Fund Solutions business, provides investment research and operational due diligence services to MSSB, as previously
discussed in Item 4.
Investors who wish to participate in Funds are generally required to invest a certain minimum amount, which generally
ranges (depending on the Fund) from $25,000 to $50 million. Certain Funds may have additional minimum investment
requirements and may require that an investor is, among other things, an “accredited investor”, as defined under the
Securities Act of 1933 (the “1933 Act”), as amended, and the applicable rules promulgated by the SEC thereunder,
and/or a “qualified purchaser”, as defined under the Investment Company Act of 1940, as amended, and the applicable
rules promulgated by the SEC thereunder (the “1940 Act”).
The minimum account size for a separately managed account is negotiated on a case-by-case basis.
Generally, a minimum amount of $25 million is required if a Wealth Management client wishes to engage AIP in
connection with a customized portfolio account solution.

FORM ADV, PART 2A BROCHURE                                                              MORGAN STANLEY AIP GP LP   13