The updated terms put all-in annual costs between 3.37 and 4.12 percent after waivers and add a third share class that has yet to draw a dollar.

August 5, 2026

Morgan Stanley has refreshed the public offering terms for its evergreen private equity vehicle, and the updated disclosure carries the first audited full-year track record for a fund that has become one of the larger new entrants in the retail private markets category.

North Haven Private Assets Fund, a Delaware statutory trust registered under the Investment Company Act as a non-diversified closed-end fund, reported a total return of 13.35 percent on its Class I shares for the fiscal year ended March 31, 2026. Net asset value per Class I share rose to $23.79 from $21.27, with 32 cents of distributions paid from net investment income. Ernst & Young audited the underlying financial statements.

Class S shares, which commenced operations on July 1, 2025, ended the fiscal year at $23.72 per share against a $20.00 starting value — a non-annualized return of 19.89 percent over the nine-month stub period, with 26 cents distributed. Class I net assets closed the year at roughly $210.5 million and Class S at about $282.6 million. The fund carried no borrowings at year end despite having a credit line in place and statutory capacity to lever up to a third of total assets.

The adviser is Morgan Stanley AIP GP LP, part of Morgan Stanley Private Equity Solutions within the firm’s Private Credit and Equity division. The team dates to 1999 and has committed more than $30 billion across more than 20 commingled vehicles and a range of separate mandates, historically for institutional clients.

A secondaries-led approach

The portfolio is built primarily around secondary purchases of limited partnership interests in private equity funds managed by third-party sponsors, with primary commitments to newly formed funds playing a smaller role. It also pursues asset-specific transactions alongside lead sponsors, chiefly co-investments and GP-led secondaries such as continuation vehicles. Private credit exposure — 144A paper, privately placed senior secured loans, bank loans — serves liquidity management rather than acting as a return driver. Under normal circumstances at least 80 percent of net assets sit in private assets, and cash held against unfunded commitments the fund reasonably expects to be called counts toward that test.

Liquid assets are generally not expected to exceed 20 percent of net assets for extended periods, though the fund reserves the ability to hold substantially more for defensive or liquidity purposes. Because the underlying holdings are illiquid, the disclosure acknowledges the fund may not be able to take a genuinely defensive posture. Proceeds are targeted for investment within three months of receipt, with an additional three-month cushion, and the fund concedes that secondaries, co-investments and primaries can take considerably longer to deploy.

The cost stack

The fee load is the most consequential detail for allocators comparing evergreen private equity structures. The adviser takes a 1.25 percent annual advisory fee assessed quarterly on net assets less cash and cash equivalents — and the definition of cash equivalents expressly excludes money market funds, meaning money market balances remain in the fee base. The adviser has contractually agreed to waive the advisory fee on assets in unaffiliated money market funds and to offset advisory fees it collects on affiliated money market fund positions.

On top of that sits a 12.5 percent incentive fee, assessed quarterly on net profits above a hurdle equal to a 5 percent annualized rate of return, with a full catch-up once the hurdle is cleared and a loss recovery account that must be worked off before the adviser participates again. Shortfalls below the hurdle do not otherwise carry forward.

The estimated annual expense table lands as follows, before and after a 94 basis point waiver and reimbursement credit:

• Class S — 5.06 percent gross, 4.12 percent net
• Class D — 4.56 percent gross, 3.62 percent net
• Class I — 4.31 percent gross, 3.37 percent net

Those totals include a 1.02 percent incentive fee accrual, 1.36 percent of other expenses, 45 basis points of acquired fund fees and expenses, and 23 basis points of interest on borrowings. Distribution and servicing fees account for the spread between classes, at 75 basis points on Class S, 25 basis points on Class D and none on Class I.

An expense limitation agreement caps certain operating expenses at 0.50 percent of net assets, but the carve-outs are broad — the advisory and incentive fees, distribution and servicing fees, interest, taxes, brokerage, acquired fund fees, borrowing costs and transaction expenses all sit outside the cap. The agreement runs through July 31, 2027 and is renewable annually at the adviser’s option, with waived amounts recoverable within 36 months subject to the cap then in effect.

One nuance in the acquired fund fee line is worth flagging: the underlying portfolio funds generally charge management fees of 1.00 to 2.00 percent and carried interest of 10 to 20 percent of profits, and the disclosed 45 basis points excludes performance fees calculated solely on realizations.

No upfront sales load applies to any class, though intermediaries may impose their own transaction or placement charges on Class S and Class D shares subject to a 3.5 percent cap on net asset value. Intermediaries may not levy such charges on Class I.

Liquidity and access terms

Shares are sold monthly at net asset value to investors who certify they are qualified clients, with a $25,000 minimum initial investment and $10,000 increments thereafter. Aggregation across an intermediary’s clients is permitted to reach those thresholds.

Liquidity runs through tender offers rather than redemptions. The adviser intends to recommend quarterly repurchase offers of no more than 5 percent of net assets under normal market conditions, but the fund is explicit that it is not obligated to conduct any offer, may offer less, and may suspend or terminate offers. A 2 percent early repurchase fee applies to shares held less than a year on a first-in, first-out basis and is retained for the benefit of remaining shareholders. The fund also reserves the right to satisfy repurchases in kind in unusual circumstances.

Distributions run on an annual cadence rather than monthly, sized to substantially all investment company taxable income including short-term capital gains — consistent with a mandate built around long-term capital appreciation rather than current yield.

A third class waiting for capital

The share class structure points to continued distribution buildout. As of June 30, 2026, Class S had 12,442,259 shares outstanding and Class I had 9,145,700, while Class D had none. Class D carries the intermediate 25 basis point servicing fee, positioning it between the two funded classes on cost.

The fund has also secured an SEC exemptive order permitting co-investment alongside Morgan Stanley affiliates in negotiated private placements, subject to independent trustee findings on fairness. Access to that relief matters for a secondaries and co-investment strategy housed inside a firm whose affiliated funds compete for the same deals, though the order carries conditions that can limit participation.