MSREF V LLC

Item 5 – Fees and Compensation

Certain fees described herein are subject to negotiation with investors. The Adviser is not
required to inform, or offer any similar arrangements to, any other client or investor, except as
agreed with each such person or as required by applicable law.

Management Fees
The Adviser or a related person of the Adviser was paid a quarterly (annually in the case of certain
large investors) management fee (payable in arrears) based on invested capital, which was funded
by the Limited Partners and ranged from 0.75% to 2.0% (see also “Co-Investments” below for
additional information on the fees and expenses relating to co-investments). As of December 31,
2019, the Adviser and/or its related person ceased charging management fees.
Annual Fees and Upfront Placement Fees
The general partner is paid an annual fee by Limited Partners of certain feeder funds equal to
0.50% of such Limited Partner’s invested capital, which fee is payable in arrears and is for the
account of one or more Morgan Stanley affiliates that acted as placement or distribution agents
with respect to the interests in these funds. Broker-dealers who are affiliates of the Adviser acted
as placement agents to assist in the placement of the Fund’s interests. Any placement fee not
payable by the Adviser is in addition to a Limited Partner’s capital commitment. The amount of
any placement fee was described in the placement agent’s point of sale letter. However, any of the
placement agents or distributors may have, in their sole discretion, waived the placement fees paid
by a Limited Partner, including a Limited Partner that was an employee or affiliate of the general
partner of the Fund and/or Morgan Stanley.
The prospect of receiving, or the receipt of, annual fees and upfront placement fees as described
above by affiliates of the general partner may have provided such affiliates with an incentive to
favor subscriptions for interests in the Fund over subscriptions for, or sales of, interests in funds
(or other fund investments) with respect to which such affiliates did not receive such compensation
or receive lower levels of compensation, creating a potential conflict of interest for such affiliates.
See also “Affiliates Acting as Fundraising Broker-Dealers” in Item 11 below.
Referral Fees
Affiliates of the Adviser may have referred or introduced a counterparty to the Fund in respect of
certain transactions. Such affiliates may have received compensation (e.g., finder’s fee) from the
Fund as opposed to the counterparty.
Acquisition Fees
The Adviser or a related person of the Adviser was entitled to receive an acquisition fee payable
by the Fund with respect to any acquisition in an amount equal to 1.0% of the gross value of the

consideration paid (or obligated to be paid) for each investment; provided that such fees did not
exceed 5.0% of the Limited Partners’ capital contributions funded (or obligated to be funded) in
respect of the relevant investment. Certain Limited Partners were entitled to receive a rebate of
50% of their allocable share of acquisition fees, depending on their commitment size.
Acquisition fees were generally payable on the date of closing of the acquisition to which such
acquisition fee relates.
Carried Interest
Save as indicated below, the general partner of the Fund is also entitled to a distribution of up to
20% of a Limited Partner’s gain from an investment, which fee complies with the provisions of
Rule 205-3 under the Advisers Act; provided that the remaining allocations to the Limited Partner
are sufficient to give the Limited Partner a 9% annual compounded internal rate of return on that
investment. In addition, the Fund has a specific fund designed to admit only Morgan Stanley
current and former employees (and certain other permissible related investors) (each, an
“Employee Fund”). With respect to each Employee Fund, absent certain circumstances relating to
the termination of employment of a Limited Partner with Morgan Stanley, the general partner’s
distribution entitlement is generally calculated at 10% instead of 20%. The general partner of the
Fund has not received any carried interest since 2009 and is not expected to for the remainder of
the Fund life.
Specific Limited Partners are entitled to a clawback of all or a portion of the general partner’s
carried interest in certain circumstances (see also “Co-Investments” below for additional
information on the fees and expenses relating to co-investments).
Expenses
The Fund also bears certain out-of-pocket expenses incurred by the Adviser and/or its affiliates in
connection with the services provided to the Fund. The payment of such expenses by the Fund
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 Fund. The
most common expenses include (i) expenses incurred in connection with identifying, evaluating,
structuring and negotiating any potential Fund investment (including reverse break-up, termination
and other similar fees payable by the Fund, deposits and commitment fees) and the acquisition,
holding, sale, proposed sale or valuation of the Fund investments; and (ii) ordinary administrative
expenses, including fees of auditors, attorneys, appraisers and other professionals. The Adviser
and its affiliates may provide the Fund with certain data processing, legal or insurance purchasing
or administrative services (but excluding accounting services) which would otherwise be
performed for the Fund by third parties and, in such event, the Adviser and its affiliates may be
reimbursed by the Fund at the lesser of (i) the cost of providing such services (including reasonable
employment costs and related overhead allocable thereto) and (ii) the amount that would be
payable by the Fund if services of equal quality were provided by third parties on an arm’s-length
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Item 7 – Types of Clients

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 (the
“Investment Company Act”). Generally, Fund investors must have invested a minimum of $10
million, unless otherwise approved. As regards certain feeder funds, investors must generally have
invested a minimum of $1 million, unless otherwise approved. In addition, with respect to the
Employee Funds, investors must generally have invested a minimum of $100,000, unless
otherwise approved.
In addition, Limited Partner interests in the Fund were able to be purchased only by certain eligible
investors who are “accredited investors” as defined in Regulation D of the Securities Act of 1933,
as amended (the “Securities Act”), 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.