MSRESS III Manager, L.L.C. (the “Adviser”) was formed in 2005 and registered with the SEC
under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), in 2005.
The Adviser is a wholly owned indirect subsidiary of Morgan Stanley (collectively with its
affiliates, “Morgan Stanley”).
As of December 31, 2023, the Adviser had approximately $42,946,440
1 of client assets under
management, all of which are managed on a discretionary basis by the Adviser or Sub-Advisor, as
described in further detail below.
The Adviser, in its capacity as the managing member of Morgan Stanley Real Estate Special
Situations III–GP, L.L.C., the general partner (the “General Partner”) of Morgan Stanley Real
Estate Special Situations Fund III, L.P. (the “Fund”), provides discretionary investment advisory
services to the Fund principally through investments in non-controlling interests in the securities
of real estate and real estate-related companies and portfolios in real estate and real estate related
assets. The Adviser also from time to time established certain related co-investment vehicles (the
“Co-Investment Funds”, and together with the Fund, the “Funds”) typically for the purpose of
making a single investment. The Adviser also provided discretionary investment advisory services
to the Co-Investment Funds. The Adviser’s investment objectives and restrictions are specified in
the limited partnership agreement between the Adviser and the Fund or the Co-Investment Fund,
as applicable, and described in the applicable offering memorandum or other disclosure document
for the Fund or the applicable Co-Investment Fund. The Adviser does not otherwise tailor its
advisory services. The Co-Investment Funds have ceased operations.
Generally, the Fund is no longer making new investments, but its principal purpose was to invest
in non-controlling interests in public and private
equity securities as well as public and private
fixed income instruments of real estate and real estate-related companies. The Fund may have also
invested directly in real estate and real estate related assets or, to a limited extent, purchased
controlling positions in real estate or real estate related companies either directly or in connection
with the conversion of convertible securities that were non-controlling at the time of the original
investment. In addition, the Fund may invest in derivative transactions, including, but not limited
to, futures contracts, swaps, exchange-listed and over-the-counter put and call options on
securities, indices, forward foreign currency contracts and various interest rate transactions.
The Fund converted from an open-ended to a closed-ended structure in 2013 and no longer makes
new investments. In addition, the General Partner appointed Proprium Capital Partners, LLC (the
“Sub-Advisor”) to provide certain portfolio and asset management services, reporting, analytical
and administrative services to the Fund. The appointment gives the Sub-Advisor substantial
discretionary management over certain investments (the “Sub-Advised Investments”) while the
1 The Adviser’s assets under management for purposes of this disclosure is based on the Funds’ Net Asset Values (“NAV”), as reported
externally to limited partners. NAV is also the basis on which fees are determined.
General Partner retains management of the remaining investments (the “Retained Investments”).
Several former Morgan Stanley professionals, including Tim Morris and Willem de Geus, are
employed by the Sub-Advisor. In 2018, the Unaffiliated Limited Partners approved an extension
of the Fund’s term to August 2021.
The activities of the Adviser described in this Brochure may be performed by the Adviser or by
one of its affiliates that acts as a general partner or managing member of the applicable Fund.