The Canell Group at Morgan Stanley

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1 3 Welcome C 4 Our Process 6 Our Capabilities 9 The Talent at Your Disposal The Canell Group at Morgan Stanley

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3 C making a difference At The Canell Group, our clients are highly accomplished individuals who have built successful businesses, or productive careers. They have made a difference in their industries, as well as their communities and have accumulated considerable wealth in the process. They turn to us for help in handling their increasingly complicated investment and financial planning needs. Our goal is to make their lives simpler, taking on the complex tasks of managing their wealth so they are free to enjoy its rewards. We are full-service Financial Advisors who take a holistic approach to wealth management. We take the time to learn our clients specific circumstances, concerns and aspirations in order to help them develop customized strategies to achieve their goals. We serve as our clients primary Financial Advisors, helping them use the resources at their disposal to support their vision; and to support the people and the causes that add meaning to their lives. We measure our success by the strength and longevity of our client relationships as we strive to provide our clients with a high level of service. We seek to strengthen our relationships over the long term by continuously working to make a meaningful difference in our clients lives.

4 A Disciplined Approach To Investment Management Our clients are successful people with an exceptionally diverse range of goals, challenges, financial circumstances and family dynamics. Many of them have equally diverse requests of their Financial Advisors. To address these needs, we serve some clients as Portfolio Managers, others by investing in managed accounts, and the remaining on a transactional basis. Whatever support they need, we are there to provide it to them. Where we serve as the principal architects of a client s investment strategy, we follow a highly disciplined investment process, helping each of our clients create a customized strategy designed for their income needs, risk tolerances, time horizons and other factors. By adhering to a carefully selected investment program that is based on their financial needs and goals, we help our clients stay on track. We seek to improve their return potential by making informed investment decisions and counteracting emotional responses to fluctuating capital markets. 1Set Financial Objectives We conduct an in-depth discovery process to first define what is needed to help achieve our clients investment goals, determining the rate of return necessary to achieve these goals as well as the tolerance for risk and the time horizon. One of the benefits of our open architecture is that we are able to deliver personalized investment and wealth management services, coupled with tailored in-depth advice. 4 Morgan Stanley

5 2 3 4 Develop an Asset Allocation Strategy Asset allocation involves determining the optimal mix of asset classes for a client s portfolio, given their specific financial objectives. Diversification among different types of assets is intended to help enhance return potential, lower overall portfolio volatility and position a portfolio to seize new opportunities. While asset allocation does not guarantee a profit or protect against loss, it has historically increased the probability that the components of a portfolio will complement one another, thereby improving overall risk-adjusted returns. Select Investments and Investment Managers We combine internal expertise as Portfolio Managers with the deep resources of Morgan Stanley to help our clients select the most appropriate investment solutions for each asset class within their portfolio. Generally, we internally manage the equity and fixed-income portion of most of our clients portfolios, by selecting mutual funds, ETFs and individual securities. To augment our internal resources, we may additionally work with Morgan Stanley s Consulting Group to analyze a broad array of investment managers and recommend an investment manager for each client s portfolio. Review and Revise We provide each client with systematic reviews, detailing the activity and performance of their portfolio, while suggesting any revisions that are needed to keep the portfolio aligned with the investment goals. Of course, our clients are always free to contact us with any questions or requests.

6 Personalized Access to Global Resources While we have an investment management relationship with virtually all of our clients, we also provide access to an extensive range of outside capabilities to address every aspect of our clients financial lives. By combining our talents with the deep global resources of Morgan Stanley, we are able to select products and services that match our clients diverse financial needs. We are not, however, at all limited to proprietary products. We have a fully open architecture, allowing us to deliver personalized investment and wealth management services, coupled with tailored in-depth advice. Financial Planning Our goal is to help anticipate changes and challenges in our client s life and to help them prepare to meet those circumstances successfully. In order to help in this effort, we may coordinate with an outside advisor to bring an additional added perspective and wisdom to our comprehensive financial planning process. By doing so, this helps us to make sure that every aspect of our client s financial life dovetails effectively with their overall investment and wealth management strategies. Access to Lending Services Wealth management involves balancing assets against liabilities, especially when considering large purchases, investments or acquisitions. It s important to assess borrowing alternatives since these decisions can have a significant impact on investments. 6 Morgan Stanley

7 Among the many areas our financial planning process covers are: Retirement Analysis Considers client assets, expenses and desired retirement income to provide a projected cash flow analysis of income during retirement. Asset Allocation Analysis Recommends a diversified investment strategy based on goals, risk tolerance and investment time horizon. Education Funding Analysis Analyzes current investments against the projected cost of a child s education to estimate whether additional saving is needed. Insurance Analysis Determines whether existing insurance policies provide adequate coverage and whether the needs that prompted the purchase of the existing coverage have changed. Estate Planning Analysis Assesses potential estate taxes; identifies gifting strategies; and demonstrates how the client and their heirs may benefit from establishing trusts. Distribution Analysis Calculates the tax rate, assumed return and account value, estimating distribution payouts and the taxes due on them. Employee Stock Option Analysis Reports on the potential gains and tax consequences associated with three main exercise options: hold, sell and sell to cover. Net Worth Analysis Helps to assess net worth now and over time, helping the client stay invested by leveraging assets instead of potentially liquidating them. We offer the following lending strategies: Tailored Lending for High Net Worth Clients We provide qualifying clients with access to customizable strategies that help meet an extensive variety of personal and business needs. These secured and unsecured borrowing strategies are made available by Morgan Stanley Bank, N.A Morgan Stanley Private Bank, National Association, an affiliate of Morgan Stanley Smith Barney LLC. Securities-Backed Lending Clients can leverage eligible securities as collateral, at no upfront cost, to establish Express Credit Lines SM and Portfolio Loan Accounts. Proceeds can then be used to meet almost any personal, business or real estate need (note that you cannot purchase, carry or trade securities using Portfolio Loan Accounts or Express CreditLine SM ).

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9 C Our team The talent At Your Disposal The Canell Group is a cohesive team of financial professionals with complementary talents. We are focused on fixed income products, equity securities, mutual fund selection, retirement planning and customer service. We understand our strengths and do not hesitate to bring in additional talent, from Morgan Stanley and beyond, when additional expertise can raise the level of service we provide. To a person, we are deeply committed to helping our clients reach their goals, and deeply appreciate the trust they have placed in us. We work to reward this trust by maintaining the highest levels of service and integrity. The canell Group 9

10 C Neil I. Canell Managing Director Wealth Management Financial Advisor / Portfolio Manager Sports & Entertainment Director Neil Canell is a Managing Director and Portfolio Manager in the firm s Lexington Avenue office. Before joining the firm, he was a Senior Vice President and Chairman s Council member at UBS. Neil has been a member of Morgan Stanley s Chairman s Club since His primary focus is on the fixed-income marketplace, specifically in products such as municipal and corporate bonds, preferred stock, CDs and Structured Products. In conjunction with a private banker, Neil also coordinates client mortgages, HELOC and credit line strategies. In addition, he is a Director in Morgan Stanley s Global Sports and Entertainment Group (GSE) and is our primary contact for our professional athletic and entertainment clientele. Neil received his B.A. degree from Lehigh University and is Series 7, 31 and 63 registered. The Canell Group was named to Research magazine s Top-Ranked Advisor Teams in America (The Winner s Circle 2008). In 2009, 2010, 2011, 2012, 2013 and 2015, Neil was honored as the 30th, 34th, 42nd, 45th, 66th and 80th ranked Financial Advisor, respectively, in New York (Barron s Top 1,000 Advisors), the 92nd and 96th ranked Financial Advisor in the United States (Barron s Top 100 Advisors) in 2009 and 2010, respectively. Neil was also recently chosen as an inaugural member of the Financial Times Top 400 Advisors for 2013 as well New York magazine s Top Wealth Managers in Neil resides in Purchase, N.Y., with his wife, Loren, and their three children, Jordan, Charlie and Harper. Neil is currently a board member of S.C.O.P.E., a nonprofit organization that sends less fortunate children to summer camp, as well as a board member of The Riley Sandler Foundation. He also serves on the board of both Harrison Youth Lacrosse as well as Harrison Varsity Lacrosse. Jay B. Canell Managing Director Wealth Management Financial Advisor / Portfolio Manager Jay Canell is a Managing Director and Portfolio Manager in the firm s 1290 Avenue of the Americas office. Prior to joining the firm, he was a Senior Vice President and a Chairman s Council member at UBS. He has been a member of Morgan Stanley s Chairman s Club since Jay is experienced in equity investments with areas of focus which include portfolio analysis, providing access to lending services, mutual funds and our professional money management programs. Jay, a Professional Alliance Group Director, coordinates and manages our referral relationships with various trusted advisors, such as attorneys, sports agents, entertainment industry executives and CPAs. He received his B.A. degree from Lehigh University and is Series 7, 31, 63 and 65 registered and Life Insurance licensed. The Canell Group was named to Research magazine s Top-Ranked Advisor Teams in America (The Winner s Circle 2008). In 2009, 2010, 2011, 2012, 2013 and 2015, Jay was honored as the 29th, 34th, 39th, 45th, 69th and 83rd ranked Financial Advisor, respectively, in New York (Barron s Top 1,200 Advisors), the 92nd ranked Financial Advisor in the United States (Barron s Top 100 Advisors) in 2009 and the 94th ranked Financial Advisor in the United States (Barron s Top 100 Advisors) in He was also chosen as an inaugural member of the Financial Times Top 400 Advisors for 2013 and for New York magazine s Top Wealth Managers in 2014 and Jay resides in Scarsdale with his wife, Sari, and their two children, Hayley and Dylan. He is currently a board member of S.C.O.P.E., a nonprofit organization that sends less fortunate children to summer camp, as well as a board member and the current Commissioner of the Scarsdale Youth Lacrosse Association (SYLA). Jay also serves on the board of the Riley Sandler Foundation. 10 Morgan Stanley

11 Justin Dembo Senior Vice President Wealth Management Portfolio Manager Financial Advisor Justin Dembo is a Senior Vice President, Financial Advisor and Portfolio Manager in the firm s 1290 Avenue of the Americas office. Before joining the firm, Justin was a Vice President at UBS. He is a 2013 member of Morgan Stanley s Master s Club. Justin has worked in The Canell Group since 1995 where he has coordinated the Group s financial and wealth planning services. By using a consultative process to help ensure that his clients most important financial issues are addressed as needed, he serves as a personal chief financial officer. In this capacity, he sets the client s foundation for their financial house through an investment plan. Once the investment plan is in place, he addresses additional components of the client s financial picture as needed. These components include wealth enhancement, wealth transfer, wealth preservation, and charitable giving. Justin is a Certified Portfolio Manager in Morgan Stanley s Portfolio Management (PM) Program. As a Portfolio Manager with the PM program, Justin takes the time to understand the client s unique situation which helps him develop a personalized investment strategy. Justin resides in Westport, Conn. with his wife, Alison, and their twin children, Tyler and Riley. He volunteers his time to the Westport Basketball Association and Westport PAL Lacrosse. In his free time, he enjoys attending sporting events, cooking, skiing and spending time at the beach with his family. Michael Wein Financial Planning Specialist Vice President Wealth Management Financial Advisor Michael Wein joined Morgan Stanley with The Canell Group in He manages wealth and executes financial planning for our individual and corporate clients. Michael is well versed in equities, exchange-traded funds, mutual funds, structured products, alternative investments and fixed-income securities. He uses a consultative process to develop asset allocations and financial plans that help meet our clients specific investment objectives. He is also responsible for new client development and marketing for the team. Michael was named to the firm s Blue Chip Council in 2008, 2009 and Michael is a member of Morgan Stanley s Pacesetter s Club. He received his B.A. from Hampshire College in Amherst, MA. He holds the Series 7, 31 and 66 registrations and is Life, Accident and Health insurance licensed. Michael is the Treasurer for the Achilles International Junior Board and through this organization he is a guide for triathletes with disabilities. Michael lives with his wife, Arielle, in Brooklyn, N.Y. and enjoys competing in marathons and triathlons. The canell Group 11

12 C Kyle Driscoll Financial Advisor Kyle Driscoll joined The Canell Group at Morgan Stanley in May His primary team responsibilities include new client development and assisting in the coordination of our marketing efforts. Kyle graduated summa cum laude with a Bachelor of Science degree in finance and accounting from St. Francis University (PA) and is Series 7, 63 and 66 registered. He is also Life, Accident, and Health Insurance licensed. While at St. Francis University, Kyle was a member of the Division 1 men s soccer team, helping the team reach the NEC championship two of his four years. Kyle was part of the Sigma Beta Delta Honors Society for Business and was a member of the Investment Club while at St. Francis as well. He currently serves on the board of directors for the Alumni Association of St. Francis University. He resides in the Lower East Side of New York City. Jake Klarberg Financial Advisor Jake Klarberg is a Financial Advisor with The Canell Group at Morgan Stanley. He joined The Canell Group in September 2014 and is Series 7 and 66 registered. Jake s primary team responsibilities include managing his client s wealth by creating custom financial plans, as well as assisting with The Canell Group s marketing efforts and new client development. Jake graduated from the University of Connecticut, where he received a Bachelor of Arts in economics. While receiving his degree, Jake was the Chief Financial Officer of both the Jewish Students Association and Sports Society Club. In Jake s spare time, he enjoys being involved with many charities, including the National Meningitis Association, where his main focus and passion is helping to educate new parents on getting their children the meningitis vaccination. Prior to joining the team, Jake worked for Wells Fargo Advisors, IMG, the New York Yankees and Monarch Business & Wealth Management. He currently resides in the Upper East Side of New York City. Benjamin Mayo Financial Advisor Benjamin Mayo joined The Canell Group at Morgan Stanley in July His primary responsibilities include financial planning, annuity and insurance products, and new client development. Ben is also the Social Media Coordinator for The Canell Group. Ben graduated with a Bachelor of Science degree in finance from Lehigh University in He is Series 7 and 66 registered. While receiving his degree, Ben was the Recruitment Chairman for the Kappa Sigma Fraternity. Prior to joining the team, Ben worked at Neuberger Berman and Innovation Advisors. He currently resides in the Murray Hill section of New York City. 12 Morgan Stanley

13 Adam Catalfomo Vice President Wealth Management Business Development Director Adam Catalfamo is a Business Development Director for The Canell Group at Morgan Stanley and has been a member of the team since October He coordinates our database management as well as being responsible for all transactions, execution and operational aspects for the Group. Adam is also the point person for our Syndicate business and our external relationships. Additionally, he is the primary liaison and contact for the team s mutual fund and money management investments. His other duties include the monitoring of new assets and helping to determine that these assets are properly invested for our various clients. Adam received his Bachelor of Science degree in computer science from Hofstra University and is Series 7, 31 and 66 registered. Adrian Hegarty Business Development Associate Adrian Hegarty is a Business Development Associate for The Canell Group at Morgan Stanley. He is an important link between our Group and the various independent money managers within the firm s managed-money programs. Adrian is also a liaison for the Group s lending activities including collateralized and non-collateralized lending. Before joining the firm, Adrian was an Investment Associate at UBS. He is Series 7, 31 and 63 registered. Gina Battaglia Wealth Management Associate Financial Planning Associate Gina Battaglia, a Wealth Management Associate, has been with The Canell Group since January 2014 and has been with Morgan Stanley since Her primary responsibilities include evaluating and implementing various marketing strategies in order to help develop business opportunities with clients and prospects. As the primary liaison to assist those who are looking for additional sources of liquidity, Gina helps provide access to lending services for the team and is the primary contact for all securities-based lending including Express Credit Lines, Liquidity Access Lines and all mortgage-related financing. Gina is also responsible for the fulfillment of the team s commitment to providing an excellent client experience. She is a graduate of St. John s University with a Bachelor of Science degree and is Series 7 and Series 66 registered. Gina currently resides in Midtown Manhattan. Lisa Marino Senior Registered Associate Financial Planning Associate Lisa, a Senior Registered Associate, joined The Canell Group in November 2012 and has been with Morgan Stanley since She assists the group in all phases of customer service while promoting client satisfaction by responding to client requests in a timely manner. Lisa s responsibilities include, but are not limited to, handling client administrative needs, including opening new accounts and processing new account documents, online enrollment, customer wires, checks, journals, ACH transactions and client inquiries. As a Financial Planning Associate, Lisa has a great depth of knowledge in the fundamentals of wealth accumulation and wealth management for high net worth clients. Lisa is Series 7 and 63 registered. She resides in Howard Beach with her two children, Anthony and Nicole. The canell Group 13

14 C recognition Research Magazine s Top-Ranked Advisor Teams in America The Winner s Circle 2008 The Canell Group Barron s Top 1,000 Financial Advisors Ranked #29 in New York in 2009, #34 in 2010, #39 in 2011, #45 in 2012, #69 in Jay Canell Ranked #30 in New York in 2009, #34 in 2010, #42 in 2011, #45 in 2012 and #66 in Neil Canell Barron s Top 100 Advisors in the United States Ranked #94th in 2010 Jay Canell Ranked #96th in 2010 Neil Canell

15 The Canell Group at Morgan Stanley 1290 Avenue of the Americas 12th Floor, New York, NY / Main / toll free / fax neil.canell@ms.com jay.canell@ms.com justin.dembo@ms.com michael.f.wein@ms.com kyle.driscoll@ms.com jake.klarberg@ms.com benjamin.mayo@ms.com adam.catalfomo@ms.com adrian.hegarty@ms.com gina.battaglia@ms.com lisa.marino@ms.com Source: Barron s Top 100 Financial Advisors, April 15, Barron s Top 100 Financial Advisors bases its ratings on qualitative criteria: professionals with a minimum of seven years of financial services experience, acceptable compliance records, client retention reports, customer satisfaction and more. Financial Advisors are quantitatively rated based on varying types of revenues and assets advised by the financial professional, with weightings associated for each. Because individual client portfolio performance varies and is typically unaudited, this rating focuses on customer satisfaction and quality of advice. The rating may not be representative of any one client s experience because it reflects a sample of all of the experiences of the Financial Advisor s clients. The rating is not indicative of the Financial Advisor s future performance. Neither Morgan Stanley Smith Barney LLC nor its Financial Advisors or Private Wealth Advisors pays a fee to Barron s in exchange for the rating. Barron s is a registered trademark of Dow Jones & Company, L.P. All rights reserved. Source: Barron s Top 1,000 Advisors, February 18, 2015, as identified by Barron s magazine, using quantitative and qualitative criteria and selected from a pool of over 4,000 nominations. Advisors in the Top 1,000 Financial Advisors have a minimum of seven years of financial services experience. Qualitative factors include, but are not limited to, compliance record, interviews with senior management, and philanthropic work. Investment performance is not a criterion. The rating may not be representative of any one client s experience and is not indicative of the financial advisor s future performance. Neither Morgan Stanley Smith Barney LLC nor its Financial Advisors or Private Wealth Advisors pays a fee to Barron s in exchange for the rating. Barron s is a registered trademark of Dow Jones & Company, L.P. All rights reserved. Source: Research Magazine s 130 Top-Ranked Advisor Teams in America, 2009 as identified by The Winner s Circle, LLC, bases its rankings on qualitative criteria: professionals with a minimum of seven years of financial services experience, acceptable compliance records, client retention reports, customer satisfaction, and more. With over 7,000 nominations compiled on an annual basis, Financial Advisor teams are quantitatively ranked based on varying types of revenues and assets advised by the financial professional, with weightings associated for each. Additional measures include: in-depth interviews and discussions with senior management, peers, and customers, and telephone-based and in-person interviews with the nominees. Because individual client portfolio performance varies and is typically unaudited, this ranking focuses on customer satisfaction and quality of advice. For more information on ranking methodology, go to The rating may not be representative of any one client s experience because it reflects a sample of all of the experiences of the Financial Advisor s clients. The rating is not indicative of the Financial Advisor s future performance. Neither Morgan Stanley Smith Barney LLC nor its Financial Advisors pay a fee to The Winner s Circle in exchange for the rating. Source: The Financial Times Top 400 Financial Advisors is an independent listing produced by the Financial Times (March 2015). The FT 400 is based in large part on data gathered from and verified by broker-dealer home offices, and as identified by the FT, reflected each advisor s performance in six primary areas, including assets under management, asset growth, compliance record, experience, credentials and accessibility. The rating may not be representative of any one client s experience and is not indicative of the Financial Advisor s future performance. Neither Morgan Stanley Smith Barney LLC nor its Financial Advisors or Private Wealth Advisors pays a fee to The Financial Times in exchange for the rating. Five Star Professional, as a third-party research firm, identified prequalified award candidates based on industry data and contacted all identified broker-dealers, Registered Investment Advisor firms and FINRA-registered representatives to gather wealth manager nominations. Self-nominations are not accepted. Award candidates are then evaluated against 10 objective eligibility and evaluation criteria associated with wealth managers who must have a minimum of five years of experience as an investment adviser representative or other accepted credentials, client retention rates, client assets administered, firm review and a favorable regulatory and complaint history as defined by Five Star. Five Star Professional determines the final list of Five Star Wealth Manager Award winners. The Award does not evaluate the quality of services furnished to clients and it is possible that the recipient may have received unfavorable ratings from those surveyed. Five Star Professional collected the information for this Award through surveys it conducted. Wealth managers and/or their firms do not pay a fee to be considered or placed on the final list of Five Star Wealth Managers. The Five Star award is not indicative of the wealth manager s future performance. Wealth managers may or may not use discretion in their practice and therefore may not manage their clients assets. The inclusion of a wealth manager on the list should not be construed as an endorsement of the wealth manager by Five Star Professional. Working with a Five Star Wealth Manager or any wealth manager is no guarantee as to future investment success, nor is there any guarantee that the selected wealth managers will be awarded this accomplishment by Five Star Professional in the future. For more information on the Five Star award and the research/selection methodology, go to fivestarprofessional.com.

16 The investments listed may not be suitable for all investors. Morgan Stanley Smith Barney LLC recommends that investors independently evaluate particular investments, and encourages investors to seek the advice of a financial advisor. The appropriateness of a particular investment will depend upon an investor s individual circumstances and objectives The investments listed may not be suitable for all investors. Morgan Stanley Smith Barney LLC recommends that investors independently evaluate particular investments, and encourages investors to seek the advice of a financial advisor. The appropriateness of a particular investment will depend upon an investor s individual circumstances and objectives. Morgan Stanley Smith Barney LLC ( Morgan Stanley ), its affiliates and Morgan Stanley Financial Advisors or Private Wealth Advisors do not provide tax or legal advice. This material was not intended or written to be used, and it cannot be used, for the purpose of avoiding tax penalties that may be imposed on the taxpayer. Clients should consult their tax advisor for matters involving taxation and tax planning and their attorney for matters involving trust and estate planning and other legal matters. Express Credit Line is offered through Morgan Stanley Smith Barney LLC. All credit facilities are subject to the underwriting standards and independent approval of Morgan Stanley Smith Barney LLC. The Express CreditLine account is a securities-based loan, which can be risky and is not suitable for all investors: Funds that are drawn cannot be used to purchase, carry or trade in securities, including, without limitation, to repay debt that was used to purchase, carry or trade in securities, and cannot be deposited into a Morgan Stanley Smith Barney LLC or other brokerage account. Securities-based Lending Risks: Borrowing against securities may not be suitable for everyone. You should be aware that securities-based loans involve a high degree of risk and that market conditions can magnify any potential for loss. Most importantly, you need to understand that: (1) Sufficient collateral must be maintained to support your loan(s) and to take future advances; (2) You may have to deposit additional cash or eligible securities on short notice; (3) Some or all of your securities may be sold without prior notice in order to maintain account equity at required collateral maintenance levels. You will not be entitled to choose the securities that will be sold. These actions may interrupt your long-term investment strategy and may result in adverse tax consequences or in additional fees being assessed; (4) Morgan Stanley Smith Barney LLC or its affiliates (the Firm ) reserves the right not to fund any advance request due to insufficient collateral or for any other reason except for any portion of a securities-based loan that is identified as a committed facility; (5) The Firm reserves the right to increase your collateral maintenance requirements at any time without notice; and (6) The Firm reserves the right to call your securitiesbased loan at any time and for any reason. Morgan Stanley Smith Barney LLC ( Morgan Stanley ) is a registered brokerdealer, member SIPC, 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. 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. Securities-based Lending Risks: Borrowing against securities may not be suitable for everyone. You should be aware that securities-based loans involve a high degree of risk and that market conditions can magnify any potential for loss. Most importantly, you need to understand that: (1) Sufficient collateral must be maintained to support your loan(s) and to take future advances; (2) You may have to deposit additional cash or eligible securities on short notice; (3) Some or all of your securities may be sold without prior notice in order to maintain account equity at required collateral maintenance levels. You will not be entitled to choose the securities that will be sold. These actions may interrupt your long-term investment strategy and may result in adverse tax consequences or in additional fees being assessed; (4) Morgan Stanley Bank, N.A., Morgan Stanley Private Bank, National Association, or Morgan Stanley Smith Barney LLC (collectively referred to as Morgan Stanley ) reserves the right not to fund any advance request due to insufficient collateral or for any other reason except for any portion of a securities-based loan that is identified as a committed facility; (5) Morgan Stanley reserves the right to increase your collateral maintenance requirements at any time without notice; and (6) Morgan Stanley reserves the right to call your securities-based loan at any time and for any reason. Morgan Stanley Smith Barney LLC ( Morgan Stanley ) is a registered brokerdealer, member SIPC, 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. 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. Tailored Lending is provided by Morgan Stanley Private Bank, National Association, an affiliate of Morgan Stanley Smith Barney LLC. All credit facilities are subject to the underwriting standards and independent approval of Morgan Stanley Private Bank, National Association and other restrictions also may apply, depending upon the type of collateral securing the transaction. Please contact your Financial Advisor, Private Banker, or Lending Advisor for more details. Tailored Lending may not be available in all locations, and may not be appropriate for all clients. Rates, terms and programs are subject to change without notice. The contents of this document should not be construed as a commitment to lend. Morgan Stanley Private Bank, National Association is an Equal Housing Lender and member FDIC that is primarily regulated by the Office of the Comptroller of the Currency. The proceeds of a Tailored Lending loan/line of credit may not be used to purchase, trade or carry margin stock, or to repay debt that was used to purchase, trade or carry margin stock and cannot be deposited into a Morgan Stanley Smith Barney LLC or other brokerage account. Residential mortgage loans/home equity lines of credit are offered by Morgan Stanley Private Bank, National Association, an affiliate of Morgan Stanley Smith Barney LLC. With the exception of the pledged-asset feature, an investment relationship with Morgan Stanley Smith Barney LLC does not have to be established or maintained to obtain the residential mortgage products offered by Morgan Stanley Private Bank, National Association. All residential mortgage loans/home equity lines of credit are subject to the underwriting standards and independent approval of Morgan Stanley Private Bank, National Association. Rates, terms and programs are subject to change without notice. Residential mortgage loans/home equity lines of credit may not be available in all states; not available in Guam, Puerto Rico and the U.S. Virgin Islands. Other restrictions may apply. The information contained herein should not be construed as a commitment to lend. Morgan Stanley Private Bank, National Association is an Equal Housing Lender and member FDIC that is primarily regulated by the Office of the Comptroller of the Currency. Nationwide Mortgage Licensing System Unique Identifier # The proceeds from a residential mortgage loan (including draws and advances from a home equity line of credit) are not permitted to be used to purchase, trade or carry eligible margin stock; repay margin debt that was used to purchase, trade or carry margin stock; or to make payments on any amounts owed under the note, loan agreement, or loan security agreement; and cannot be deposited into a Morgan Stanley Smith Barney LLC or other brokerage account. Liquidity Access Line ( LAL ) is a securities-based loan/line of credit product offered by Morgan Stanley Bank, N.A. and/or Morgan Stanley Private Bank, National Association (together, the Lending Banks ), an affiliate of Morgan Stanley Smith Barney LLC. An LAL credit facility is a demand loan/line of credit. All LAL loans/lines of credit re subject to the underwriting standards and independent approval of the applicable Lending Bank(s). LAL loans/lines of credit may not be available in all locations. Rates, terms and conditions are subject to change without notice. To be eligible for an LAL loan/line of credit, a client must have a brokerage account at Morgan Stanley Smith Barney LLC that contains eligible securities, which shall serve as collateral for the LAL, and must establish an LAL facilitation account at Morgan Stanley Smith Barney LLC. The ongoing availability of the LAL is contingent, among other things, on a client maintaining sufficient eligible collateral. Other restrictions may apply. This document should not be construed as a commitment to lend. Morgan Stanley Bank, N.A. and Morgan Stanley Private Bank, National Association are each a member FDIC that is primarily regulated by the Office of the Comptroller of the Currency. The proceeds from an LAL loan/line of credit (including draws and other advances) may not be used to purchase, trade, or carry margin stock; repay margin debt that was used to purchase, trade or carry margin stock; and cannot be deposited into a Morgan Stanley Smith Barney LLC or other brokerage account. Private Bankers are employees of Morgan Stanley Private Bank, National Association, member FDIC. Morgan Stanley Smith Barney LLC offers insurance products in conjunction with its licensed insurance agency affiliates Morgan Stanley Smith Barney LLC. Member SIPC. crc CS /15