Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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North Haven Private Assets Fund (Name of Issuer) |
Class I common shares of beneficial interest (Title of Class of Securities) |
659602304 (CUSIP Number) |
07/01/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 659602304 |
| 1 | Names of Reporting Persons
Morgan Stanley AIP Funding Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,250,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
28.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
North Haven Private Assets Fund |
| (b) | Address of issuer's principal executive offices:
100 Front Street, Suite 700, West Conshohocken, PA 19428 |
| Item 2. | |
| (a) | Name of person filing:
Morgan Stanley AIP Funding Inc. (the "Reporting Person") |
| (b) | Address or principal business office or, if none, residence:
The principal business address of the Reporting Person is 1585 Broadway, New York, NY 10036. |
| (c) | Citizenship:
The Reporting Person is organized under the laws of the State of Delaware. |
| (d) | Title of class of securities:
Class I common shares of beneficial interest |
| (e) | CUSIP No.:
659602304 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of July 1, 2025, Morgan Stanley AIP Funding Inc. directly held 1,250,000 Class I common shares of beneficial interest (the "Common Shares") of North Haven Private Assets Fund (the "Issuer"). |
| (b) | Percent of class:
The Reporting Person may be deemed to beneficially own 28.1% of the Common Shares. Calculations of the percentage of Common Shares of the Issuer beneficially owned are based on 4,453,564.0 Class I Common Shares outstanding as of July 1, 2025, based on information provided by the Issuer. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
1,250,000 | |
| (ii) Shared power to vote or to direct the vote:
0 | |
| (iii) Sole power to dispose or to direct the disposition of:
1,250,000 | |
| (iv) Shared power to dispose or to direct the disposition of:
0 | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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