Institutional Wealth Services. Helping organizations maximize institutional assets and bolster their employee financial benefits.

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Institutional Wealth Services Helping organizations maximize institutional assets and bolster their employee financial benefits.

2 Morgan Stanley 2016

A Message From Marc Brookman Over the past 80 years, Morgan Stanley has provided organizations with tools and resources to respond to the challenges of an evolving world. We seek to provide access to a wide breadth of solutions that address the specific financial challenges of your company, your executives and your employees. For your company, we provide access to the services needed to create and implement your strategies and live up to the obligations you have made to your shareholders and employees. We provide consulting services, advice and execution. We can help you invest your cash and provide access to capital markets. Our experienced Financial Advisors and their teams can help you manage your company s retirement and stock plan account. Through Morgan Stanley Workplace Wealth Solutions, we make it easy for employees at every level of your organization to access financial planning and financial education capabilities that will help them better manage their day-to-day financial affairs while helping them meet their future goals. We will also provide your employees with a dedicated, locally based Financial Advisor who may help facilitate access to cash management and lending products and services as well as investment management and services. With Morgan Stanley, you have an organization dedicated to the success of your company and its employees, and a guide to help you determine and develop optimal solutions to address your specific challenges and objectives. Marc Brookman Managing Director Institutional Wealth Services 3

Connecting You to Tools for Success Whether you are looking for corporate retirement or stock plan services for your organization or a corporate financial wellness program for your employees, we have solutions for you. Solutions to Meet Corporate Needs Providing clients access to a broad range of investment consulting, stock plan services and cash management consulting. Simplify Stock Plan Administration Align Goals and Help Mitigate Risks Within Your Retirement Plan Navigate the Treasury Investment Landscape You Need to Effectively Manage Your Liquidity 4

Solutions to Meet Employee Needs Help your employees prepare for their future and address their financial needs with a corporate financial wellness program and access to financial planning, financial education and wealth management solutions. Help Secure a Comfortable Retirement Manage Debt Leave a Legacy to Future Generations Fund the Next Generation s Education Managing Portfolio Risk Give Back With Philanthropic Pursuits 5

Solutions for Your Company and Employees Morgan Stanley Institutional Wealth Services provides a wide breadth of products and services that may help create and provide holistic solutions for your company and your employees. 1 Your Company Retirement Plan Services, including Defined Contribution, Defined Benefits and Nonqualified Deferred Compensation Plans Global Stock Plan Services Cash Investment Solutions Your Employees Financial Planning Financial Education Wealth and Investment Management Cash Management and Lending Products and Services Philanthropy Trust and Estate Planning Strategies or Analysis Insurance Access to Tax Preparation and Planning Services 1 Morgan Stanley only provides access to these services, as third parties will perform the services. Morgan Stanley has no affiliation. 6 Morgan Stanley 2016

Institutional Wealth Services 7

Your Company Retirement Plan Consulting Through Morgan Stanley, our employer-sponsored retirement savings plan gives those who work for your organization the chance to prepare successfully for their retirement. As a plan sponsor, you work toward this vital goal while adhering to the standards that ERISA lays out for fiduciaries, which are among the most rigorous in the U.S. legal system. Investment Policy Statement Investment Selection Investment Monitoring Model Portfolios INVESTMENT MANAGEMENT Our process can deliver a customized strategy to help you meet your specific requirements. PLAN MANAGEMENT Issue Resolution Fiduciary Audit File Needs Assessment Benchmarking Provider Search EDUCATION PLAN PARTICIPATION Enrollment Meetings & Participant Education Strategic Enhancements Ongoing Education Seminars Backed by the global resources of Morgan Stanley and with specific training in the standards of financial prudence and fiduciary requirements you must meet, a Morgan Stanley Financial Advisor can provide you with a reliable process to create and regularly update your plan s investment policy statement, choose and monitor the plan s investments, conduct service provider searches, provide customized benchmarking reports, and share best practices in working with an investment committee. Our goal is to help you deliver a robust set of investment choices and a first-class experience to plan participants. Since 1973, Morgan Stanley s Consulting Group has been delivering investment consulting services to plan sponsors. 8 Morgan Stanley 2016

Global Stock Plan Services Morgan Stanley provides clients with the administrative tools and resources to respond to almost anything that equity plan administration demands. We simplify the process in stock plan administration, and have a wealth of experience in participant services and education, and excellence in service delivery. As a leader in the equity compensation industry, our clients benefit from our wealth of knowledge to help them stay abreast of industry developments. Participant Data Grant, Award and ESPP Data stock plan platform Payroll Data Administrative and Financial Reports Option Costs and Plan Data Proceeds and Account and Tax Documents Cash Investment Solutions Morgan Stanley Smith Barney LLC assists corporations in seeking the greatest benefits for all of their corporate cash needs. Through our Cash Investment Solutions relationship, we seek to deliver to clients the maximum benefit for their Core and Seasonal cash balances through a customized investment management approach. Your Morgan Stanley Corporate Cash Investment Director will develop a plan with you according to your corporation s individual governances, characteristics and short- and long-term liquidity needs. Each is a Fixed Income Advisor who will tailor a financial strategy if it fits your corporation s needs. Corporation With Cash Operating Funds Stable Cash Investment Funds Brokerage/Trading Solution Self-Directed Investing Institutional Desk yields Bloomberg access to view inventory Money Market Solution Daily Liquidity and Capital preservation Stable NAV products Onshore and Offshore options Access to most major Fund Families Short Duration Solution Ultrashort solution <2 yr. Duration Enhanced Income/Return Range of Duration profiles Advisory Highly customizable Professionally managed Fiduciary role Institutional Wealth Services 9

Your Employees Morgan Stanley Workplace Wealth Solutions Through our customizable corporate financial wellness program, we seek to bolster your current benefits program by providing your employees access to financial planning, financial education and wealth management solutions. By ensuring your employees have the advice, tools, solutions and information needed, we will help manage their dayto-day financial needs while seeking to preserve and grow their wealth now and for future generations. Financial Planning Your employees can work with an experienced Financial Advisor to develop a personalized financial strategy based on your employees needs and goals. Saving and investing strategies Estate and multigenerational planning Net worth analysis 10 Morgan Stanley 2016

Investment Management and Services Guided access to an extensive range of investment products and managed solutions through an open architecture platform. Asset allocation Traditional investments Financial Education Participate in onsite and online education programs that provide the actionable and relevant information your employees need to make confident, well-informed financial decisions. Educating employees on achieving financial security Family conversations on money Cash Management and Lending Products and Services Gain access to convenient cash management accounts, and if qualified, competitively priced residential mortgages and other lending products that may meet day-to-day and long-term needs. Active Assets Accounts Morgan Stanley Cards from American Express Residential mortgage loans Securities-based Lending Corporate Executive Services Access to estate, philanthropic, compensation and benefits planning. Concentrated stock positions Wealth transfer strategies Intergenerational needs Advice on corporate benefits Institutional Wealth Services 11

The Pressing Need for Effective Financial Guidance Through Morgan Stanley Workplace Wealth Solutions, we assist in providing you with the tools and solutions needed for effective financial management, as we understand this takes your employees time and resources. We understand that: Inadequate Planning... Only 48% of workers surveyed report they and/or their spouses have ever tried to calculate how much money they will need to save for retirement. 1 Financial Security is Top of Mind for Millennials 70% of Millennials describe themselves as passionate about creating financial security. 4... Leads to Retirement Insecurity Approximately 40% of Boomers and Gen Xers have no retirement savings, 2 while 82% of Gen Xers say they won t have enough saved to retire comfortably. 3... But a Majority Have No Savings Millennials, those under 35, currently have a savings rate of negative 2%, meaning they are burning through their assets or going into debt. 5 1 2015 Retirement Confidence Survey, Employee Benefit Research Institute and Greenwald & Associates. 2 Baby Boomers and Retirement Planning Strategy, Insured Retirement Institute. 3 Planning and Progress Study 2015, Northwestern Mutual. 4 Millennial Research Study The Principal Financial Group Knowledge Center 2015 5 Moody s Analytics (savings rate) 6 Talking about Generations, Prepared for the Academy of Family Wealth Management by Morgan Stanley Marketing Research. 12 Morgan Stanley 2016

Even the Affluent Lack Confidence... 55% of affluent Boomers, 61% of Gen Xers and 57% of Millennials surveyed described a serious lack of financial knowledge. 6... And Recognize the Need for a Financial Advisor Most across all generations agree that a Financial Advisor is necessary to make sound investment decisions. 6 Institutional Wealth Services 13

About Morgan Stanley As one of the leading global financial services firms, Morgan Stanley has long set the standards for integrity, innovation and professionalism in our industry. Morgan Stanley can integrate capabilities across a spectrum of products and services to create holistic solutions for your company and your employees. Morgan Stanley has the strength, resources and worldwide reach to help the largest enterprises pursue their most ambitious strategies. No matter what financial challenges you are facing or what opportunities you are pursuing, Morgan Stanley delivers the capabilities, experience and expertise to help your company and employees pursue their most important goals. A leading wealth management firm Over 15,500 Financial Advisors with extensive financial planning knowledge 1 $2.0 trillion in client assets under management 1 $149 billion in deposits through our bank deposit program 1 Intellectual Capital (analysts, market research, investment perspectives) $403 billion in assets under management or supervision 1 1 As of January 19, 2016. At Morgan Stanley Wealth Management. 14

About Institutional Wealth Services Institutional Wealth Services was created to help single organizations like yours take full advantage of the entire Morgan Stanley franchise. We serve as guide and facilitator, helping you develop and implement optimal solutions to address the specific needs and goals of your organization, its leaders and employees. Our group is in the business of making the whole greater than the sum of the parts. We help you develop solutions that span a broad range of organizational investment needs. We provide appropriately scaled services to employees at all levels of your organization, helping them create a personalized financial plan that is inclusive of their corporate benefits and incentive programs. We are here to help you assess the scope of your needs, connect you to the capabilities required to address those needs and pull it all together into a seamless plan.

Important information about your relationship with your Financial Advisor and Morgan Stanley Smith Barney LLC 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 delivery of your Financial Plan. To understand the differences between brokerage and advisory relationships, you should consult your Financial Advisor, or review our Understanding Your Brokerage and Investment Advisory Relationships brochure available at http:// www.morganstanley.com/ourcommitment/. 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 Morgan Stanley or at another firm. If you engage or have engaged Morgan Stanley, 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 ), its affiliates and Morgan Stanley Financial Advisors and Private Wealth Advisors do not provide tax or legal advice. Clients should consult their tax advisor for matters involving taxation and tax planning and their attorney for matters involving trust and estate planning, charitable giving, philanthropic planning and other legal matters. The lending products referenced are separate and distinct, and are not connected in any way. The ability to qualify for one product is not connected to an individual s eligibility for another. Residential mortgage loans/home equity lines of credit are offered by Morgan Stanley Private Bank, National Association, an affiliate of Morgan Stanley. With the exception of the pledged-asset feature, an investment relationship with Morgan Stanley 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 #663185. 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 or other brokerage account. Important Risk Information for Securities Based Lending: 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 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 securities based loans at any time and for any reason. With the exception of a margin loan, the proceeds from securities based loan products 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. Securities based loans are provided by Morgan Stanley Smith Barney LLC, Morgan Stanley Private Bank, National Association, or Morgan Stanley Bank, N.A, as applicable. The Morgan Stanley Credit Card from American Express or the Platinum Card from American Express exclusively for Morgan Stanley is only available for clients who have an eligible Morgan Stanley brokerage account ( eligible account ). Eligible account means a Morgan Stanley brokerage account held in your name or in the name of a revocable trust where the client is the grantor and trustee, except for the following accounts: Charitable Remainder Annuity Trusts, Charitable Remainder Unitrusts, irrevocable trusts and employer-sponsored accounts. Eligibility is subject to change. American Express may cancel your Card Account and participation in this program, if you do not maintain an eligible account. Morgan Stanley may compensate your Financial Advisor and other employees in connection with your acquisition or use of either the Morgan Stanley Credit Card from American Express or the Platinum Card from American Express exclusively for Morgan Stanley. The Morgan Stanley Cards from American Express are issued by American Express Bank, FSB, not Morgan Stanley. Services and rewards for the Cards are provided by Morgan Stanley, American Express or other third parties. Restrictions and other limitations apply. See the terms and conditions for the Cards for details. Clients are urged to review fully before applying. The Active Assets Account is a brokerage account offered through Morgan Stanley. Insurance products are offered in conjunction with Morgan Stanley s licensed insurance agency affiliates. Asset allocation and diversification do not assure a profit or protect against loss in declining financial markets. 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. Alternative Investments typically have higher fees than traditional investments. Investors should carefully review and consider potential risks before investing. Bonds rated below investment grade may have speculative characteristics and present significant risks beyond those of other securities, including greater credit risk and price volatility in the secondary market. Investors should be careful to consider these risks alongside their individual circumstances, objectives and risk tolerance before investing in high-yield bonds. High-yield bonds should comprise only a limited portion of a balanced portfolio. Ultra-short bond funds generally invest in fixed income securities with very short maturities, typically less than one year. They are not money market funds. While money market funds attempt to maintain a stable net asset value, an ultra-short bond fund s net asset value will fluctuate, which may result in the loss of the principal amount invested. They are therefore subject to the risks associated with debt securities such as credit and interest rate risk. An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund. Please consider the investment objectives, risks, charges and expenses of the fund(s) carefully before investing. The prospectus contains this and other information about the fund(s). To obtain a prospectus, contact your financial advisor. Please read the prospectus carefully before investing. 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, insurance and annuity products offered through Morgan Stanley Smith Barney LLC are: NOT FDIC INSURED MAY LOSE VALUE NOT BANK GUARANTEED NOT A BANK DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY 2016 Morgan Stanley Smith Barney LLC. Member SIPC. IWS8222009 CRC1431274 CS 8222009 11/16