Executive Financial Services Group Capabilities

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1 Morgan Stanley Wealth Management Timothy Davis, CFP Senior Vice President Executive Financial Services Group Director Financial Advisor Executive Financial Services Group Capabilities Morgan Stanley Smith Barney LL. Member SIPC.

2 About Morgan Stanley

3 Leveraging the Power of a Global Leader Morgan Stanley is one of the only firms that has a sales and trading business dedicated exclusively to serving our wealth management clients. More than 75 years of serving clients and institutions globally. Morgan Stanley delivers advice on more assets than any other investment firm. Manages more than $1.7 trillion in client assets for high net worth families. Over 1,200 locations globally in 43 countries.

4 Access to Leading Financial Resources A team of 30 dedicated research analysts tracks almost 100 unique alternative investment strategies implemented by the most sought-after fund managers. Research analysts track more than 4,100 companies all over the world. Most comprehensive manager duediligence team in the industry with a 25 person team covering 1,000 investment products. Financial advisors have access to top-flight research from both Morgan Stanley and Citi.

5 Leading Underwriters in Capital Markets Global Equity Linked US Bonds Debt, US High Yield Debt, US Preferred US Equity Linked US Corporates US Investment Grade Debt, Global Bonds US Municipal New Issue US Municipal New Issue, Managing Underwriter

6 Products For Corporate Executives Pre-IPO & Pre-M&A Planning Non-Qualified Stock Options (NQO s) Incentive Stock Options Wealth Management & Financial Planning Concentrated Equity Risk Management Control & Restricted Stock/ Stock Options 10b5-1 Plans Rule 144

7 Leveraging the Global Resources of Morgan Stanley to Provide Expert Advise

8 Complex Needs Provide Planning Opportunities Our Team helps monitor your financial profile and needs, while leveraging the full power of Morgan Stanley s global platform Many of these topics may include products and services which are provided by Morgan Stanley Smith Barney LLC or affiliates and may not be available in all areas. Some of these services are provided by third parties including the client s personal tax advisor or attorney for matters involving taxation and tax planning and his or her personal attorney for matters involving trust and estate planning and other legal matters. For additional information please speak to a Financial Advisor or visit for more information.

9 Services for Corporate Executives

10 Corporate and Executive Services Corporate Services Directed share programs Cash Management Equity Benefit Administration Non-qualified Deferred Compensation Retirement and Pension Plans Employee Education Wealth Management & Financial Planning Asset Allocation Education Funding Retirement Funding Concentrated Equity Analysis Tax Management Estate Planning Personal Trust Services Portfolio Analysis Insurance Planning Philanthropic Giving Balance Sheet Management Products and Services Access to Lending Services Equities Taxable/Municipal Bonds Mutual Funds Alternative Investments Managed Accounts 10b5-1 Trade Reporting 16(b) Trade Reporting Equity Risk Management Restricted Share Transactions

11 Services for Corporate Executives

12 Key Concerns

13 Wealth Transfer and Estate Planning Strategies

14 Stock Option Exercise Considerations

15 Strategic Tax Issues

16 Philanthropic Strategies Corporate Executives with Philanthropic intent have a variety of vehicles from which to choose including:

17 Single Stock Management Services

18 Single Stock Management Strategies

19 Wealth Management Services

20 Important Questions

21 The 7 Questions You Should Ask a Financial Advisor (1) What Process do you follow to identify client's goals and evaluate investment performance? We follow a very simple and straight forward 4 step process with all of our clients: 1) Identify financial goals and objectives and develop a comprehensive understanding of their needs and objectives. 2) From that plan we are able to identify how best to pursue stated goals and objectives, including a determination of an appropriate asset allocation. 3) Implement financial recommendations (after review and with the client's consent) using professionally managed portfolio managers where appropriate, and finally, 4) Monitor and Update on an ongoing based upon stated financial goals and performance. (2) What are your sources of research and information? Working for one of the world's leading financial services providers, Morgan Stanley is an excellent source of information for providing due diligence on the many independent money managers that we use for our clients. We also have access to third party research from various other sources. (3) How often will you hold a formal review with us? We have what we like to call a 12/4/2 Client Commitment. You will hear from us at least once a month, either through a phone call or . 4 Times a year we will have a quarterly telephone review of your overall portfolio as well as each individual account. Once or twice a year we will try and arrange an in-person meeting to have a more thorough review.

22 The 7 Questions You Should Ask a Financial Advisor (4) Are you available for informal meetings? Yes, by appointment. Please contact us, or our Registered Marketing Associate, Michaelyn Bortolotti, to schedule a meeting. (5) What's the fee structure? That depends on the investment. Most of the services we provide have asset based fees. If you pay an asset based fee you will not be charged commissions on stock trades. Each individual portfolio is different. We will discuss your fee structure before you are a client. (6) How are you personally compensated? We are compensated by Morgan Stanley by a percentage of revenues that are generated. (7) Can you show representative portfolios? Yes, utilizing Morgan Stanley s financial planning tools, we are able to show your current portfolio, which can include any potential caps if they exist.

23 Disclosures Life, Long-Term Care and Disability insurance products are offered through Morgan Stanley s licensed insurance agency affiliates. Morgan Stanley offers a wide array of brokerage and advisory services to its clients, each of which may create a different type of relationship with different obligations to you. Please consult with your Financial Advisor to understand these differences. Important information about your relationship with your Financial Advisor and Morgan Stanley when using a Financial Planning tool. When your Financial Advisor prepares a Financial Plan, they will be acting in an investment advisory capacity with respect to the preparation of your Financial Plan. To understand the differences between brokerage and advisory relationships, you should consult your Financial Advisor. You have sole responsibility for making all investment decisions with respect to the implementation of a Financial Plan. You may implement the Financial Plan at MSSB or at another firm. If you engage or have engaged MSSB, it will act as your broker, unless you ask it, in writing, to act as your investment adviser on any particular account. Morgan Stanley Smith Barney LLC ( Morgan Stanley ) is a registered broker-dealer, not a bank. Where appropriate, Morgan Stanley has entered into arrangements with licensed banks and other third parties to assist in offering such banking-related services. Unless otherwise specifically disclosed to you in writing, investments and services are offered through Morgan Stanley Smith Barney LLC, member SIPC, and such investments and services are not insured by the FDIC, are not deposits or other obligations of, or guaranteed by, the Banks and involve investment risks, including possible loss of principal amount invested. Tax laws are complex and subject to change. Morgan Stanley Smith Barney LLC ( Morgan Stanley ), its affiliates and Morgan Stanley Financial Advisors and Private Wealth Advisors do not provide tax or legal advice and are not fiduciaries (under ERISA, the Internal Revenue Code or otherwise) with respect to the services or activities described herein except as otherwise agreed to in writing by Morgan Stanley. This material was not intended or written to be used for the purpose of avoiding tax penalties that may be imposed on the taxpayer. Individuals are encouraged to consult their tax and legal advisors (a) before establishing a retirement plan or account, and (b) regarding any potential tax, ERISA and related consequences of any investments made under such plan or account.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. Asset allocation and diversification does not guarantee a profit or protect against a loss. Morgan Stanley Smith Barney LLC. Member SIPC. CRC /4/2013

24 Disclosures Interest in municipal bonds is generally exempt from federal income tax. However, some bonds may be subject to the alternative minimum tax (AMT). Typically, state tax-exemption applies if securities are issued within one s state of residence and, local tax-exemption typically applies if securities are issued within one s city of residence. Bonds are affected by a number of risks, including fluctuations in interest rates, credit risk and prepayment risk. In general, as prevailing interest rates rise, fixed income securities prices will fall. Bonds face credit risk if a decline in an issuer's credit rating, or creditworthiness, causes a bond's price to decline. Finally, bonds can be subject to prepayment risk. When interest rates fall, an issuer may choose to borrow money at a lower interest rate, while paying off its previously issued bonds. As a consequence, underlying bonds will lose the interest payments from the investment and will be forced to reinvest in a market where prevailing interest rates are lower than when the initial investment was made. NOTE: High yield bonds are subject to additional risks such as increased risk of default and greater volatility because of the lower credit quality of the issues. Trust and other fiduciary services are provided by third parties, including Morgan Stanley Private Bank National Association, a wholly-owned subsidiary of Morgan Stanley. This material does not provide individually tailored investment advice. It has been prepared without regard to the individual financial circumstances and objectives of persons who receive it. The strategies and/or investments discussed in this material may not be suitable for all investors. Morgan Stanley Wealth Management 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. Alternative investments often are speculative and include a high degree of risk. Investors could lose all or a substantial amount of their investment. Alternative investments are suitable only for eligible, long-term investors who are willing to forgo liquidity and put capital at risk for an indefinite period of time. They may be highly illiquid and can engage in leverage and other speculative practices that may increase the volatility and risk of loss. Funds of funds typically have higher fees than single manager vehicles as they are subject to an additional layer of fees charged by the fund of funds manager. Alternative investments involve complex tax structures, tax inefficient investing and delays in distributing important tax information. Investors should consider the investment objectives, risks, charges and expenses of a fund carefully before investing. Options are not suitable for all investors. Before engaging in the purchase or sale of options, potential clients should understand the nature of and extent of their rights and obligations and be aware of the risks involved, including, without limitation, the risks pertaining to the business and financial condition of the issuer of the underlying security or instrument. Options investing, like other forms of investing, involves tax considerations, transaction costs and margin requirements that can significantly affect the profit and loss of buying and writing options. The transaction costs of options investing consist primarily of commissions (which are imposed in opening, closing, exercise and assignment transactions), but may also include margin and interest costs in particular transactions. Transaction costs are especially significant in options strategies calling for multiple purchases and sales of options, such as multiple leg strategies, including spreads, straddles and collars. If you are considering options as part of your investment plan, your Morgan Stanley Financial Advisor or Private Wealth Advisor is required to provide you with the "Characteristics and Risks of Standardized Options" booklet from the Options Clearing Corporation. Clients should not enter into options transactions until they have read and understood the Disclosure Document, as options are not suitable for everyone, and discuss transaction costs with their Financial Advisor or Private Wealth Advisor. Please ask your Financial Advisor or Private Wealth Advisor for a copy of the Characteristics and Risks of Standardized Options booklet. A copy of the ODD is also available online at:

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