Morgan Stanley

Wealth Management Disclosures



Business Continuity Planning Information

To our Clients and Prospective Clients of our Securities Businesses:

As part of our ongoing commitment to inform and engage our clients, we would like to give you an update on Morgan Stanley Smith Barney LLC's (“Morgan Stanley”) Business Continuity Planning ("BCP") Program for the Americas.

To read the remainder of this notice please download Business Continuity Planning Information

USA PATRIOT Act Notice

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT OR ESTABLISHING A NEW CUSTOMER RELATIONSHIP

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all U.S. financial institutions to obtain, verify, and record information that identifies each individual or institution that opens an account or establishes a customer relationship with Morgan Stanley Smith Barney LLC ("Morgan Stanley").

What this means: If you enter into a new customer relationship with Morgan Stanley, the Firm will ask for your name, address, date of birth (as applicable) and other identification information. This information will be used to verify your identity. As appropriate, the Firm may, in its discretion, ask for additional documentation or information. If all required documentation or information is not provided, Morgan Stanley may be unable to open an account or establish a relationship with you.

SEC Order Execution and Routing Disclosure

In accordance with U.S. Securities and Exchange ("SEC")") Rule 606, Morgan Stanley Smith Barney LLC (“Morgan Stanley”) is publishing statistical information about our routing practices for non-directed orders in U.S. exchange-listed equity securities and options. Non-directed orders are orders that have not been instructed to be routed to a specific execution venue. Morgan Stanley has selected the venues to which it routed non-directed customer orders for execution during the applicable quarter. The SEC-mandated report (“Report”) is divided into three sections: one for stocks listed in the S&P 500 index; one for stocks not included in the S&P 500 index; and one for exchange-listed options. For each section, the Report identifies the venues most often selected by Morgan Stanley, sets forth the percentage of various types of orders routed to the venues and discusses the material aspects of Morgan Stanley’s relationship with the venue. If you have any questions regarding the routing of a specific order, please contact your Morgan Stanley Financial Advisor. To obtain further information about Rule 606, you may access the following: SEC Final Rule, Interpretative Frequently Asked Questions (FAQs) and the SEC website.

The SEC-mandated report for the most recent quarter can be found by clicking the following link: https://external.s3.com/rule606/mswm/.

IMPORTANT INFORMATION ABOUT THE REPORTS

The information and data provided in the Reports is the property of Morgan Stanley and cannot be redistributed in any form or manner without the prior written consent of Morgan Stanley.

Morgan Stanley has prepared the Reports solely for informational purposes and consistent with Rule 606 (formerly Rule 11Ac1-6), as amended, under Regulation NMS (the "Rule"). The information provided in the Reports is only a portion of Morgan Stanley’s order flow. The data is not intended to, and does not, encompass all the factors to be considered in determining whether Morgan Stanley has met its best execution obligation.

Morgan Stanley does not represent, warrant, or guarantee that the Reports are accurate. Morgan Stanley disclaims liability for any direct, indirect, punitive, special, consequential, or incidental damages related to the Reports or the use of the Reports. The information provided in the Reports may be impacted by market data system outages or errors, both internal and external, and it is dependent upon the integrity and accuracy of data provided by outside sources. Certain assumptions have been made in preparing the Reports, and changes to the assumptions may have a material impact on results. The Reports do not endorse or recommend any particular security or market participant.

© 2023 Morgan Stanley Smith Barney LLC. Member SIPC. CRC 5878309 09/2023

Payment for Order Flow and Other Routing Arrangements

Morgan Stanley is committed to providing the best execution for customers’ orders. In furtherance of this commitment, we consider several factors, including price, the available liquidity pool, execution speed, transaction costs, service, and opportunities for price improvement, among other things, in determining where to route customer orders for execution.  We regularly and rigorously monitor the quality of the executions provided by all market centers to which customer orders are routed to ensure those market centers are providing the best execution reasonably available under the circumstances.

Industry regulations require that we disclose whether we receive compensation for directing client orders for execution to various dealers, national securities exchanges, alternative trading systems (“ATSs”), including electronic communications networks (“ECNs”), and other market centers. This compensation is commonly referred to as “payment for order flow.”

Morgan Stanley, either directly or indirectly, may route customer equity orders to national securities exchanges, ATSs, including ECNs, and other market centers, including its affiliate Morgan Stanley & Co. LLC. Certain market centers offer cash credits for orders that provide liquidity to their books and charge explicit fees for orders that extract liquidity from their books (and certain market centers invert this practice). From time to time, the amount of credits that Morgan Stanley receives from one or more such market centers exceeds the amount Morgan Stanley is charged. Morgan Stanley receives the benefit of these credits, either directly or indirectly, and such payments constitute payment for order flow.

Certain market centers also offer compensation for orders that they execute. Solely in respect of E*TRADE from Morgan Stanley self-directed accounts, we receive payment for order flow from particular market centers for customer orders in National Market System (NMS) Securities (i.e., exchange-listed stocks, Exchange Traded Products (ETPs), and standardized options) and over-the-counter securities that we direct to, and are executed at, such market centers. In respect of this order flow from E*TRADE from Morgan Stanley self-directed accounts, Morgan Stanley is compensated through its receipt of payment for order flow.

Morgan Stanley receives incremental pricing benefits from exchanges and/or ECNs if certain volume thresholds are met. In addition, Morgan Stanley may route certain customer orders (including orders for fixed income securities, preferred shares and convertible bonds) to Morgan Stanley & Co. LLC on behalf of Morgan Stanley.  These arrangements between Morgan Stanley & Co. LLC and Morgan Stanley are intended to facilitate trade execution for our customers, with apportionment of resulting expenses and revenue from the trading activity between Morgan Stanley and Morgan Stanley & Co. LLC.

Morgan Stanley & Co. LLC receives rebates and pays fees for the routing of customer orders in exchange listed options. When the rebates received exceed the fees paid to such venue, Morgan Stanley & Co. LLC receives benefits from the trading activity. In addition, certain exchanges offer volume-based tiered rates based on the type of order routed. Morgan Stanley & Co. LLC receives incremental pricing benefits from exchange offers volume-based tiered rates. Exchange rebates provided and fees charged to Morgan Stanley & Co. LLC for our customer executions by options exchanges are not passed through to Morgan Stanley or our customers. However, Morgan Stanley is an affiliated company of Morgan Stanley & Co. LLC, which is a market maker on various options exchanges and may realize profits from orders it routes for execution, which we may benefit from indirectly. Morgan Stanley and Morgan Stanley & Co. LLC order execution volumes are combined on a monthly basis for tiered pricing program incentive purposes on certain U.S. options exchanges.

On request of a customer, Morgan Stanley will disclose to such customer the identity of the venue to which such customer’s orders were routed for execution, as well as the source and amount of any compensation received in respect of a particular transaction, in the six months prior to the request, whether the orders were directed orders or non-directed orders, and the time of the transactions, if any, that resulted from such orders, as well as other customer specific order routing and execution information that is required by SEC Rule 606(b)(3).  In addition, in accordance with SEC NMS Rule 606, we also publish a quarterly report detailing the material market centers to which we route orders in NMS Securities, the compensation we receive, if any, for such orders, and the material relationships with our market centers, online at https://external.s3.com/rule606/mswm/. Additional information regarding these disclosures will be provided upon written request and certain order routing information is available online at http://www.morganstanley.com/wealth-disclosures/disclosures.

© 2023 Morgan Stanley Smith Barney LLC. Member SIPC. CRC 5878309 09/2023

Equity Order Handling under FINRA Rule 5320

Morgan Stanley Smith Barney LLC ("Morgan Stanley") wishes to inform our clients that the following is being provided pursuant to FINRA Rule 5320, the Order Protection Rule, a copy of which can be obtained at http://www.finra.org/.

FINRA Rule 5320 generally prohibits a broker‐dealer that accepts and holds a customer order in an equity security from trading that security on the same side of the market for its own account at a price that would satisfy the customer order, unless it immediately thereafter executes the customer order up to the size of and at an equal or better price than it traded for its own account.

However, with respect to orders of an “institutional account” as defined in FINRA Rule 4512(c), or for orders of 10,000 shares or more with a value of at least $100,000, Rule 5320 permits that the order may be worked alongside principal orders handled by Morgan Stanley or our trade routing destinations and may not receive priority over these principal orders. Morgan Stanley or our trade routing destinations may trade principally alongside these orders to the extent that this principal activity either hedges or liquidates risk resulting from client stock or derivative facilitation. So long as either order is trading on a systematic, automated basis (e.g., through the use of a VWAP algorithm, which will trade based on the market's volume-weighted average price during the trading day), in certain instances, principal discretionary orders may also be worked concurrently with your orders. You can instruct us that with respect to all or part of your orders that you do not wish Morgan Stanley or our trade routing destinations to trade principally ahead of or alongside this type of order. Such instruction will limit the range of execution alternatives that we and our routing destinations are able to offer.

Your orders for equity securities that are less than 10,000 shares or $100,000 will continue to receive priority over Morgan Stanley or our trade routing destination's principal orders. Morgan Stanley may trade principally at prices that would satisfy these trading orders through the use of internal controls, such as information barriers and separate lines of supervision, that operate to prevent a trading unit that handles principal positions from obtaining knowledge of these orders.

© 2023 Morgan Stanley Smith Barney LLC. Member SIPC. CRC 5878309 09/2023


Pre-Market & Post-Market Orders
Morgan Stanley Smith Barney LLC ("Morgan Stanley") does not ordinarily accept orders for execution outside of normal market hours (before 9:30 am or after 4:00 pm). Unless otherwise agreed, all orders received prior to 9:30 will be executed through the primary market opening mechanism. Should Morgan Stanley accept an order for execution outside of normal market hours, the business practices discussed above will apply to the handling of such orders.

Handling of Block Orders under FINRA's Front Running Rule

The following is being provided pursuant to FINRA Rule 5270 regarding Front Running of Block Transactions. We are required to provide clients with the following information concerning the placing of block trading orders and how those block orders are handled:

Morgan Stanley and its trade routing destinations may trade principally at prices that would satisfy your block trading order when the principal trades are unrelated to your block order. When the principal trades are not unrelated, we or our trade routing destinations may trade principally ahead of, or alongside, your block order for the purpose of fulfilling, or facilitating the execution of, your order. For these orders you may instruct us that you do not wish us or our trade routing destinations to trade principally ahead of, or alongside, your order. However, such instruction will limit the range of execution alternatives that we are able to offer.

A copy of Rule 5270 can be obtained at https://www.finra.org/. Please contact your Morgan Stanley Financial Advisor if you require more information regarding how your block orders are handled.

© 2023 Morgan Stanley Smith Barney LLC. Member SIPC. CRC 5878309 09/2023

Legal Disclaimer

Depending on your specific investment objectives and financial position, the investments discussed or recommended in this Web site may or may not be appropriate for you. It is up to you to weigh any decision carefully. This material does not provide individually tailored investment advice. It has been prepared without regard to individual financial circumstances and objectives. The strategies and/or investments discussed in the material may not be appropriate for all investors. Morgan Stanley Smith Barney LLC ("Morgan Stanley") recommends that investors independently evaluate particular investments and strategies, and encourages investors to seek the advice of a Financial Advisor. The appropriateness of a particular investment or strategy will depend on an investor’s individual circumstances and objectives.

The views and opinions expressed herein do not necessarily reflect those of Morgan Stanley. The information and figures contained herein has been obtained from sources outside of Morgan Stanley and Morgan Stanley makes no representations or guarantees as to the accuracy or completeness of information or data from sources outside of Morgan Stanley. Morgan Stanley is not responsible for the information, data contained in this document. Neither the information provided nor any opinion expressed constitutes either a recommendation by Morgan Stanley Wealth Management or a solicitation for the purchase or sale of any security. Past performance is no guarantee of future results.

Opinions, where and when expressed, are subject to change without notice. Information was obtained from sources considered reliable, but no representation is made as to its accuracy.

Disclosure of Futures Commission Merchant / Introducing Broker Material Conflicts of Interest

The purpose of this document is to provide you with information about some of the material conflicts of interest that may arise between you and Morgan Stanley Smith Barney LLC's (“Morgan Stanley”) as futures commission merchant ("FCM") and Morgan Stanley Smith Barney LLC as introducing broker ("IB" and together with FCM referred to as "FCM/IB" or "we") in connection with FCM/IB performing services for you with respect to futures, options on futures, swaps (as defined in the Commodity Exchange Act), forwards or other commodity derivatives ("Contracts"). Conflicts of interests can arise in particular when FCM/IB has an economic or other incentive to act, or persuade you to act, in a way that favors FCM/IB or its affiliates.

Under applicable law, including regulations of the Commodity Futures Trading Commission ("CFTC"), not all swaps are required to be executed on an exchange or swap execution facility (each, a "Trading Facility"), even if a Trading Facility lists the swap for trading. In such circumstances, it may be financially advantageous for FCM/IB or its affiliate to execute a swap with you bilaterally in the over-the-counter market rather than on a Trading Facility and, to the extent permitted by applicable law, we may have an incentive to persuade you to execute your swap bilaterally.

Applicable law may permit you to choose the CFTC-registered derivatives clearing organization ("Clearing House") to which you submit a swap for clearing. You should be aware that FCM/IB may not be a member of, or may not otherwise be able to submit your swap to, the Clearing House of your choice. FCM/IB consequently has an incentive to persuade you to use a Clearing House of which FCM/IB or its affiliate is a member.

You also should be aware that FCM/IB or its affiliate may own stock in, or have some other form of ownership interest in, one or more U.S. or foreign Trading Facilities or Clearing Houses where your transactions in Contracts may be executed and/or cleared. As a result, FCM/IB or its affiliate may receive financial or other benefits related to its ownership interest when Contracts are executed on a given Trading Facility or cleared through a given Clearing House, and FCM/IB would, in such circumstances, have an incentive to cause Contracts to be executed on that Trading Facility or cleared by that Clearing House. In addition, employees and officers of FCM/IB or its affiliate may also serve on the board of directors or on one or more committees of a Trading Facility or Clearing House.

In addition, Trading Facilities and Clearing Houses may from time to time have in place other arrangements that provide their members or participants with volume, market-making or other discounts or credits, may call for members or participants to pre-pay fees based on volume thresholds, or may provide other incentive or arrangements that are intended to encourage market participants to trade on or direct trades to that Trading Facility or Clearing House. FCM/IB or its affiliate may participate in and obtain financial benefits from such incentive programs.

When we provide execution services to you (either in conjunction with clearing services or in an execution-only capacity), we may direct orders to affiliated or unaffiliated market-makers, other executing firms, individual brokers or brokerage groups for execution. When such affiliated or unaffiliated parties are used, they may, where permitted, agree to price concessions, volume discounts or refunds, rebates or similar payments in return for receiving such business. Likewise, where permitted by law and the rules of the applicable Trading Facility, we may solicit a counterparty to trade opposite your order or enter into transactions for its own account or the account of other counterparties that may, at times, be adverse to your interests in a Contract. In such circumstances, that counterparty may make payments and/or pay a commission to FCM/IB in connection with that transaction. The results of your transactions may differ significantly from the results achieved by us for our own account, our affiliates, or for other customers.

In addition, where permitted by applicable law (including, where applicable, the rules of the applicable Trading Facility), FCM/IB, its directors, officers, employees and affiliates may act on the other side of your order or transaction by the purchase or sale for an account, or the execution of a transaction with a counterparty, in which FCM/IB or a person affiliated with FCM/IB has a direct or indirect interest, or may effect any such order with a counterparty that provides FCM/IB or its affiliates with discounts related to fees for Contracts or other products. In cases where we have offered you a discounted commission or clearing fee for Contracts executed through FCM/IB as agent or with FCM/IB or its affiliate acting as counterparty, FCM/IB or its affiliate may be doing so because of the enhanced profit potential resulting from acting as executing broker or counterparty.

FCM/IB or its affiliate may act as, among other things, an investor, research provider, placement agent, underwriter, distributor, remarketing agent, structurer, securitizer, lender, investment manager, investment adviser, commodity trading advisor, municipal advisor, market maker, trader, prime broker or clearing broker. In those and other capacities, FCM/IB, its directors, officers, employees and affiliates may take or hold positions in, or advise other customers and counterparties concerning, or publish research or express a view with respect to, a Contract or a related financial instrument that may be the subject of advice from us to you. Any such positions and other advice may not be consistent with, or may be contrary to, your interests or to positions which are the subject of advice previously provided by FCM/IB or its affiliate to you, and unless otherwise disclosed in writing, we are not necessarily acting in your best interest and are not assessing the appropriateness for you of any Contract or related financial instrument. Acting in one or more of the capacities noted above may give FCM/IB or its affiliate access to information relating to markets, investments and products. As a result, FCM/IB or its affiliate may be in possession of information which, if known to you, might cause you to seek to dispose of, retain or increase your position in one or more Contracts or other financial instruments. FCM/IB and its affiliate will be under no duty to make any such information available to you, except to the extent we have agreed in writing or as may be required under applicable law.

© 2023 Morgan Stanley Smith Barney LLC. Member SIPC CRC 5927095 09/2023

Transactional Futures Transfer

The bulk transfer of Morgan Stanley Smith Barney LLC ("Morgan Stanley") futures accounts to Morgan Stanley & Co. LLC occurred over the weekend of August 2-3, 2014. For information regarding this transfer please refer to the Bulk Transfer Notice that MSSB provided to account holders. Your Financial Advisor or Private Wealth Advisor is available to answer any questions you may have regarding the transfer.

© 2023 Morgan Stanley Smith Barney LLC. Member SIPC CRC 5927095 09/2023

Futures Risk Disclosure Statement

The Commodity Futures Trading Commission ("CFTC") has revised their Risk Disclosure Statement to include several additional disclosures intended to provide participants in the futures markets with enhanced information to further their understanding of the risks of engaging in the futures markets. Please click here and review this Risk Disclosure Statement and contact your Financial Advisor or Private Wealth Advisor with any questions you may have.

CFTC 1.55 Firm Specific Disclosure Information

Commodity Futures Trading Commission ("CFTC") Regulation 1.55 requires Futures Commission Merchants ("FCM's") to
post firm specific disclosure information on their public website.

For Morgan Stanley & Co. LLC financial information and firm disclosure document please click here.
For Morgan Stanley financial information please click here.

© 2023 Morgan Stanley Smith Barney LLC. Member SIPC CRC 5927095 09/2023

Voice Recording Disclosure

In accordance with applicable laws and regulations, Morgan Stanley Smith Barney LLC's (“Morgan Stanley”) records certain telephone conversations with outside parties. By communicating with Morgan Stanley, you consent to the voice recording of conversations with personnel of Morgan Stanley and its affiliates.

© 2023 Morgan Stanley Smith Barney LLC. Member SIPC CRC 5927095 09/2023


 

Asset Allocation Disclosure

Asset allocation and diversification do not guarantee a profit or protect against a loss.

Important Information About Mutual Funds and Revenue Sharing

For Revenue Sharing Arrangements, please click here.

Morgan Stanley Wealth Management CD Disclosure Statement

Morgan Stanley Wealth Management CD Disclosure Statement

Morgan Stanley’s Reinvestment Program

Terms and Conditions

Morgan Stanley’s Reinvestment Program (“Reinvestment Program”), formerly known as the Morgan Stanley Dean Witter Dividend Reinvestment Program, provides you with an opportunity to enhance your long-term investment growth plans through the automated reinvestment of cash dividends, capital gains distributions, partnership distributions, royalties and return of capital distributions credited to your account.

Eligible Accounts

The Reinvestment Program, more commonly known as “DRIP,” is available at no cost to clients with Active Asset Accounts, Self-Directed Brokerage Accounts, and Retirement Accounts. The Reinvestment Program is also available, for whole share reinvestments only, to Consulting Group Advisor (“CGA”) and Portfolio Management (“PM”) Accounts at no additional fee. Please note that the Reinvestment Program is not currently available for other types of investment advisory accounts (such as Select UMA Accounts).

Clients with Basic Securities Accounts who choose to participate in the Reinvestment Program will be charged a transaction fee for each reinvestment. Please see the Morgan Stanley Wealth Management Schedule of Miscellaneous Account and Fees available at https://www.morganstanley. com/wealth-relationshipwithms/pdfs/account_and_service_fees.pdf?v=1.

Enrollment

You may add the Reinvestment Program to all eligible securities or selected eligible individual securities in your account by directing a member of your Morgan Stanley team or, if available for such account, by self-enrolling through Morgan Stanley Online. Your enrollment authorizes Morgan Stanley (“us” or “we”) to automatically reinvest cash dividends, capital gains distributions, partnership distributions, royalties and return of capital distributions (collectively, “Distributions”) paid on such eligible securities held in your account in additional shares of the respective security. You understand that this authorization will remain in effect, notwithstanding your disability or death, until we are notified to discontinue this authorization by your authorized representative. Please be aware that once enrolled in the Morgan Stanley Reinvestment Program, reinvestment for certain securities may occur through the Depository Trust Company’s (“DTC”) Dividend Reinvestment program. DTC and the issuer determine which securities participate in the DTC program. DTC will allocate reinvestment shares to us upon receipt from the issuer and in most cases the allocation of shares will be delayed for multiple business days. Only certain eligible DTC program securities will participate in the Morgan Stanley Reinvestment Program and such eligibility is determined by us. For securities participating in the DTC program, the cash dividend (less any amounts required by law or agreement to be withheld or debited) will be credited to your account on the same day as the reinvestment shares are allocated.

Upon receipt of Dividend Reinvestment shares through the DTC program, we will credit your account the amount of the cash Distributions (less any amounts required by law or agreement to be withheld or debited). For enrolled securities that are not handled through the DTC program, we will aggregate such Distributions from your account with those of other clients requesting Dividend Reinvestment in the same security and use these funds to purchase additional shares of the relevant security for you and the other clients on a best efforts basis. We will credit your account the number of whole and, if applicable, partial shares equal to the amount of your funds to be reinvested in a particular security divided by the purchase price per share.

For CGA and PM investment advisory accounts and certain securities, the Reinvestment Program is available for whole share reinvestment only. For these accounts and securities, and for certain participating securities, we will credit your account with the applicable number of whole shares, and any cash Distributions attributable to partial shares will remain as a cash equivalent balance in your account.

We will acquire such additional shares through such execution facilities and exchanges and at such times deemed appropriate by us. In order for your enrollment to be in effect for a given security, your position in that security must be settled on or before the Distribution record date. Please note that if you are or become a “reporting person” under Section 16 of the Securities Exchange Act with respect to any security held in your account, the reinvestment of Distributions paid on such security may trigger reporting obligations under the Securities Exchange Act and the regulations promulgated thereunder. In addition, if you are an employee or “affiliate” of the issuer of a security, the reinvestment of Distributions paid on such security may be governed by the issuer’s insider trading policy. It is your responsibility to ensure compliance with such reporting obligations and policies and to seek the advice of your own counsel with respect to such obligations and policies.

Participating Securities

We seek to provide the Reinvestment Program for a broad range of U.S. equities, exchange traded funds and closed end funds. In general, equity securities, exchange traded funds and closed end funds listed on the New York Stock Exchange or traded on the Nasdaq Stock Market will be considered for the Reinvestment Program. Securities that do not meet certain levels of liquidity and minimum or maximum share prices generally will not be eligible. We reserve the right to amend the eligibility criteria and remove securities from the program without notice. In addition, certain securities may be subject to certain trading or other restrictions which may require these securities to be limited to whole share reinvestment only or be temporarily suspended from the Reinvestment Program until such restrictions are lifted.

Automatic reinvestment of your eligible cash Distributions in Basic Securities Accounts, Active Asset Accounts, self-directed Brokerage Accounts, and Retirement Accounts may give you interests in partial shares of securities, which will be calculated to three decimal places. You will be entitled to receive future Distribution payments proportionate to your partial share holdings. CGA and PM investment advisory accounts as well as distributions on certain securities are credited only in whole shares. If your account is transferred to another firm, any partial share positions which cannot be transferred, will be held for execution at the opening auction on the following business day and your account credited with the proceeds of any such liquidation. If you enter an order to sell your entire whole share position via Morgan Stanley Online, any remaining partial share position will be held for execution at the opening auction on the following business day and the proceeds will be posted to your account on the settlement date. If you give your financial advisor an order to sell your entire whole share position, any remaining partial share position will remain in your account unless or until you direct your financial advisor to liquidate that position, at which time such order will be routed out for execution immediately (if received during market hours) or at the opening auction (if received after market hours). If a stock undergoes a reorganization, if stock certificates are ordered out of your account or if you perform any other non-market activity which results in only a partial share position remaining in your account, such partial share position will remain in your account until you place an order to liquidate such position. No commission will be charged for the liquidation of the partial share position.

For U.S. federal income tax purposes, your holding period in shares received through the Reinvestment Program will begin on the date following the day on which the shares are credited to your account.

In lieu of separate trade confirmations, all transactions made through the Reinvestment Program will be reported on your monthly account statement. Please note that securities transactions outside the program will continue to be confirmed as they are today.

Reinvestment does not ensure profits on your investments and does not protect against loss in declining markets. By offering the Reinvestment Program, Morgan Stanley is not recommending that you participate. The eligibility of any specific security for the program is not a recommendation by us that you should purchase shares in that security.

Morgan Stanley reserves the right to terminate or amend the Reinvestment Program at any time, including charging commissions or transaction fees. If you wish to terminate your enrollment in the Reinvestment Program, you may do the following: (1) For an account you have enrolled by instructing a member of your Morgan Stanley team, please contact him/her to request unenrollment; (2) For any account you have enrolled via Morgan Stanley Online, you may unenroll by going to https://www.morganstanley.com/online and navigating to Dividend Reinvestment and turning the election setting to “off.” Please note your termination must be received by the record date in order to be effective for a given Distribution payment on an enrolled security.

Please contact a member of your Morgan Stanley team if you have additional questions or concerns regarding the Dividend Reinvestment Program.

© 2023 Morgan Stanley Smith Barney LLC. Member SIPC. CRC 5878309 09/2023

 

Morgan Stanley Jumbo CD Disclosure Statement

Morgan Stanley Wealth Management Jumbo CD Disclosure Statement

Gain/(Loss) Information

Gain/(Loss) is provided for informational purposes. It is not a substitute for Internal Revenue Service (IRS) Form 1099 (on which we report cost basis for covered securities) or any other IRS tax form, and should not be used for tax preparation. Unrealized Gain/(Loss) provided on this statement is an estimate. Contact your own independent legal or tax advisor to determine the appropriate use of the Gain/(Loss) information on this statement. The calculations do not account for each individual client’s particular circumstances. We may not adjust basis for all events that you are required to take into account for tax reporting purposes and you may need to make additional adjustments to properly complete your tax returns. With respect to estimated gains and losses for listed equity options, we have taken into account option premiums paid or received. With respect to multiple purchases and/or sales, Gain/(Loss) is calculated using an average price for all like positions. Unrealized and Realized Gain/(Loss) calculations may change due to adjustments to cost basis occurring after the date of this statement. We are not responsible for the accuracy of any gain and loss calculations based upon information provided by you or another financial institution. You are responsible for ensuring the accuracy of such information. We report the sale of securities on a First-in First-out (FIFO) basis unless a client notifies us of the specific securities to be sold. Clients wishing to use specific identification when selling securities must provide that information to us at the time of the sale.

© 2023 Morgan Stanley Smith Barney LLC. Member SIPC CRC 5927095 09/2023

Pricing of Securities

The prices of securities are derived from various sources, and do not necessarily represent the prices at which those securities could have been bought or sold. Although we attempt to use reliable sources of information, we can offer no assurance as to their accuracy, reliability or completeness. Prices are as of the date shown only and are not an offer by us or our affiliates to purchase or sell any instrument or enter into any transaction or a commitment by us or them to make such an offer. For exchange traded securities, the price reflects the closing price as of the last business day of your statement period, and generally bid prices for securities that are not exchange traded. Prices of securities not actively traded may not be available, and are indicated by N/A (not available). The markets for some fixed income and preferred securities may not be liquid, and prices may be approximations or estimates. For these and for securities that trade less frequently, we rely on outside pricing services and / or computerized pricing models, which cannot always give us actual market values. Prices may be based on: recent transactions or bids, if available; independent quotation services that use computerized valuation formulae to calculate prices based on institutional quantities; or estimates. As a result, yields to call and/or maturity may be estimates as well. Prices for non-institutional quantities of some fixed income securities are likely to be different than institutional prices. In the case of certain illiquid securitized products where we cannot obtain pricing from other sources, prices may reflect good faith estimates of market value (a mid-market level, a market bid and/or market ask, or any other price or estimate within a market spread) provided by our affiliates but do not necessarily represent levels where we or our affiliates might be willing to trade with you, the valuations on such affiliate’s own books and records or theoretical model-based valuations. In addition, these prices may vary significantly from indicative prices available from other sources or values determined for other purposes, such as the calculation of collateral or margin requirements. Annuity and insurance policy information and values are provided by the annuity or insurance company, and we are not responsible for the accuracy of this information. The amounts on this statement for limited partnerships are typically obtained from a third party or from the general partners unless we have obtained other information such as an independent appraisal. Since many partnership valuations are provided only annually, they do not always represent current values. Furthermore some securities, such as limited partnerships and non-traded REITs are illiquid and have no public markets, so the amounts shown on this statement may not equal the amounts you would receive if you sold or tendered your investment. The value of mutual fund shares is determined by multiplying the net asset value (NAV) by the number of shares or units held, as reported to us by the correspondent custodian. If we cannot obtain a price or estimate, N/A appears.   

© 2023 Morgan Stanley Smith Barney LLC. Member SIPC CRC 5927095 09/2023

Securities Based Lending

Morgan Stanley Smith Barney LLC (“Morgan Stanley”) is a registered Broker/Dealer, Member SIPC, and not a bank. Where appropriate, Morgan Stanley has entered into arrangements with banks and other third parties to assist in offering certain banking related products and services. Investment services are offered through Morgan Stanley.

Unless specifically disclosed in writing, investments and services offered through Morgan Stanley are not insured by the FDIC, are not deposits or other obligations of, or guaranteed by, a bank and involve investment risks, including possible loss of principal amount invested.

If the securities-based loan products is a "non-purpose" loan product, the proceeds may not be used to purchase, trade, or carry margin stock (or securities, with respect to Express CreditLine); repay margin debt that was used to purchase, trade or carry margin stock (or securities, with respect to Express CreditLine); and cannot be deposited into a Morgan Stanley or other brokerage account.

To be eligible for a securities-based loan, a client must have a brokerage account at Morgan Stanley that contains eligible securities, which shall serve as collateral for the securities-based loan.

Investment, insurance and other products offered through Morgan Stanley are: Not FDIC Insured | May Lose Value | Not Bank Guaranteed | Not a Bank Deposit | Not Insured By Any Federal Government Agency

© 2023 Morgan Stanley Smith Barney LLC. Member SIPC. CRC 5878309 09/2023

Global CurrencySM Disclosure Statement

For Global CurrencySM Disclosure Statement, please click here.

Managed Advisory Portfolio Solutions Marketing Disclosures for Third Party Models (Without Performance)

The information in this material was written by the Model Portfolio Provider with respect to the Third Party Model Portfolio delivered to Morgan Stanley Smith Barney LLC (“Morgan Stanley”) as described below. The information included herein is believed to be accurate but has not been verified by Morgan Stanley.

The Morgan Stanley Managed Advisory Portfolios (“MAPS”) is a Separately Managed Account ("SMA") investment product where (a) Model Portfolio Provider delivers a model portfolio (the "Third Party Model Portfolio") to Morgan Stanley; (b) Morgan Stanley, as investment adviser to the client, serves as portfolio manager for the SMA investment product; and (c) the SMA investment product is based on the Third Party Model Portfolio. These SMA investment products are referred to as "MAPS Third Party Strategies". Although Morgan Stanley generally intends to follow the Third Party Model Portfolios, as portfolio manager, it has discretion to deviate from the Third Party Model Portfolios. The Third Party Model Portfolios will include mutual funds and exchange traded products that are affiliated with the Model Portfolio Provider and which pay fees and other compensation to the Third Party Model Provider and its affiliates. The Third Party Model Portfolios may also include mutual funds and exchange traded products that are not affiliated with the Model Portfolio Provider.

Information and other marketing materials provided to financial professionals by the Model Portfolio Provider concerning the Third Party Model Portfolio, including holdings, performance and other characteristics, may not be indicative of a client’s actual experience from an account managed in accordance with the Third Party Model Portfolio. The Model Portfolio Providers for the MAPS Third Party Strategies are not acting as a "fiduciary" to the client as defined in Section 3(21)(A) of ERISA, with respect to the assets in a MAPS Third Party Strategy.

Managed Advisory Portfolio Solutions Marketing Disclosures for Third Party Models (With Related Performance)

The information in this material was written by the Model Portfolio Provider with respect to the Third Party Model Portfolio delivered to Morgan Stanley Smith Barney LLC (“Morgan Stanley”) as described below. The information included herein is believed to be accurate but has not been verified by Morgan Stanley.

If the document includes performance, please note that it reflects the performance of accounts managed by the Model Portfolio Provider outside of the Select UMA program (“Related Performance”).   The related performance data provided is for illustrative purposes only and is provided in connection with an SMA investment product where (a) the Model Portfolio Provider delivers a model portfolio (the "Third Party Model Portfolio") to Morgan Stanley; (b) Morgan Stanley, as investment adviser to the client, serves as portfolio manager for the SMA investment product; and (c) the SMA investment product is based on the Third Party Model Portfolio. These SMA investment products are referred to as "MAPS Third Party Strategies". Although Morgan Stanley generally intends to follow Third Party Model Portfolios, as portfolio manager, it has discretion to deviate from the Third Party Model Portfolios. In addition, Morgan Stanley, not the Model Portfolio Provider, is responsible for trading program accounts.  As a result, the performance of Morgan Stanley in managing program accounts will differ from the Related Performance of the Model Portfolio Provider. The Third Party Model Portfolios will include mutual funds and Exchange Traded Products that are affiliated with the Model Portfolio Provider and which pay fees and other compensation to the Model Portfolio Provider and its affiliates.  The Third Party Model Portfolio may also include mutual funds and exchange traded products that are not affiliated with the Model Portfolio Provider.  

This Model Portfolio performance is calculated by and obtained from the Model Portfolio Provider, is not reviewed or guaranteed by Morgan Stanley, and reflects the performance of the Third Party Model Portfolio. Please note that the performance illustrated may be net or gross of applicable fund expenses and will be disclosed as such in the material by the Model Portfolio Provider. It does not reflect the performance or metrics of any actual Morgan Stanley program accounts nor does it include any fees paid by a client in the Morgan Stanley Select UMA advisory program which are set forth in the applicable Morgan Stanley ADV brochure. Therefore, the illustrated performance results and risk metrics are hypothetical. The deduction of such fees and expenses, and the compounding effect of such fees over time, will reduce returns over time.

Information and other marketing materials provided to financial professionals by the Model Portfolio Provider concerning the Third Party Model Portfolio, including holdings, performance and other characteristics, may not be indicative of a client’s actual experience from an account managed in accordance with the Third Party Model Portfolio. The Model Portfolio Providers for the MAPS Third Party Strategies are not acting as a "fiduciary" to the client as defined in Section 3(21)(A) of ERISA, with respect to the assets in a MAPS Third Party Strategy.

© 2023 Morgan Stanley Smith Barney LLC. Member SIPC CRC 5927095 09/2023

Disclosure of Introducing Broker Material Conflicts of Interest

The purpose of this document is to provide you with information about some of the material conflicts of interest that may arise between you and Morgan Stanley Smith Barney LLC's (“Morgan Stanley”) as introducing broker ("IB" or "we") in connection with IB performing services for you with respect to futures, options on futures, swaps (as defined in the Commodity Exchange Act), forwards or other commodity derivatives ("Contracts"). Conflicts of interests can arise in particular when IB has an economic or other incentive to act, or persuade you to act, in a way that favors IB or its affiliates.

Under applicable law, including regulations of the Commodity Futures Trading Commission ("CFTC"), not all swaps are required to be executed on an exchange or swap execution facility (each, a "Trading Facility"), even if a Trading Facility lists the swap for trading. In such circumstances, it may be financially advantageous for IB or its affiliate to execute a swap with you bilaterally in the over-the-counter market rather than on a Trading Facility and, to the extent permitted by applicable law, we may have an incentive to persuade you to execute your swap bilaterally.

Applicable law may permit you to choose the CFTC-registered derivatives clearing organization ("Clearing House") to which you submit a swap for clearing. You should be aware that IB may not be a member of, or may not otherwise be able to submit your swap to, the Clearing House of your choice. IB consequently has an incentive to persuade you to use a Clearing House of which IB or its affiliate is a member.

You also should be aware that IB or its affiliate may own stock in, or have some other form of ownership interest in, one or more U.S. or foreign Trading Facilities or Clearing Houses where your transactions in Contracts may be executed and/or cleared. As a result, IB or its affiliate may receive financial or other benefits related to its ownership interest when Contracts are executed on a given Trading Facility or cleared through a given Clearing House, and IB would, in such circumstances, have an incentive to cause Contracts to be executed on that Trading Facility or cleared by that Clearing House. In addition, employees and officers of IB or its affiliate may also serve on the board of directors or on one or more committees of a Trading Facility or Clearing House.

In addition, Trading Facilities and Clearing Houses may from time to time have in place other arrangements that provide their members or participants with volume, market-making or other discounts or credits, may call for members or participants to pre-pay fees based on volume thresholds, or may provide other incentive or arrangements that are intended to encourage market participants to trade on or direct trades to that Trading Facility or Clearing House. IB or its affiliate may participate in and obtain financial benefits from such incentive programs.

When we provide execution services to you (either in conjunction with clearing services or in an execution-only capacity), we may direct orders to affiliated or unaffiliated market-makers, other executing firms, individual brokers or brokerage groups for execution. When such affiliated or unaffiliated parties are used, they may, where permitted, agree to price concessions, volume discounts or refunds, rebates or similar payments in return for receiving such business. Likewise, where permitted by law and the rules of the applicable Trading Facility, we may solicit a counterparty to trade opposite your order or enter into transactions for its own account or the account of other counterparties that may, at times, be adverse to your interests in a Contract. In such circumstances, that counterparty may make payments and/or pay a commission to IB in connection with that transaction. The results of your transactions may differ significantly from the results achieved by us for our own account, our affiliates, or for other customers.

In addition, where permitted by applicable law (including, where applicable, the rules of the applicable Trading Facility), IB, its directors, officers, employees and affiliates may act on the other side of your order or transaction by the purchase or sale for an account, or the execution of a transaction with a counterparty, in which IB or a person affiliated with IB has a direct or indirect interest, or may effect any such order with a counterparty that provides IB or its affiliates with discounts related to fees for Contracts or other products. In cases where we have offered you a discounted commission or clearing fee for Contracts executed through IB as agent or with IB or its affiliate acting as counterparty, IB or its affiliate may be doing so because of the enhanced profit potential resulting from acting as executing broker or counterparty.

IB or its affiliate may act as, among other things, an investor, research provider, placement agent, underwriter, distributor, remarketing agent, structurer, securitizer, lender, investment manager, investment adviser, commodity trading advisor, municipal advisor, market maker, trader, prime broker or clearing broker. In those and other capacities, IB, its directors, officers, employees and affiliates may take or hold positions in, or advise other customers and counterparties concerning, or publish research or express a view with respect to, a Contract or a related financial instrument that may be the subject of advice from us to you. Any such positions and other advice may not be consistent with, or may be contrary to, your interests or to positions which are the subject of advice previously provided by IB or its affiliate to you, and unless otherwise disclosed in writing, we are not necessarily acting in your best interest and are not assessing the appropriateness for you of any Contract or related financial instrument. Acting in one or more of the capacities noted above may give IB or its affiliate access to information relating to markets, investments and products. As a result, IB or its affiliate may be in possession of information which, if known to you, might cause you to seek to dispose of, retain or increase your position in one or more Contracts or other financial instruments. IB and its affiliate will be under no duty to make any such information available to you, except to the extent we have agreed in writing or as may be required under applicable law.

© 2023 Morgan Stanley Smith Barney LLC. Member SIPC CRC 5927095 09/2023