The Hendershot-Frederiksen Group

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The Hendershot-Frederiksen Group Discussion materials Prepared by: Carsten Frederiksen, CFP, Financial Advisor Paul Hendershot, Senior Portfolio Manager, Financial Advisor 1604416

Contents I. The Hendershot-Frederiksen Group at Morgan Stanley II. III. IV. Wealth management in an uncertain world Our core values Our services Financial planning Customized asset management Liquidity event pre-planning Our service model

I. The Hendershot-Frederiksen Group at Morgan Stanley

The Hendershot-Frederiksen Group Paul Hendershot Financial Advisor Senior Portfolio Manager 214-661-7031 Carsten Frederiksen, CFP Financial Advisor CERTIFIED FINANCIAL PLANNER 214-661-7015 Cindy Andreasen Senior Client Service Assistant Portfolio Associate 214-720-5007 Leads the Group s investment research Began career as a Mergers & Acquisitions banker at Credit Suisse in New York; advised corporations in connection with more than $30 billion worth of mergers, acquisitions, IPOs, and bond offerings Subsequently recruited by Highland Capital Management in Dallas; served as a member of a 11-person team managing several billion dollars worth of equity and fixed income portfolios Awarded an academic fellowship to pursue the Ph.D. in Economics at Johns Hopkins University; after completing all coursework required for the Ph.D., Hendershot left the program with a Master s Degree in order to pursue his career in finance Leads the Group s financial planning Coordinates our clients various financial needs: investment management, financial planning, estate planning, insurance, lending Selects all client portfolio investments in conjunction with the Group s Senior Portfolio Manager, Paul Hendershot Began his career as a Trade Broker Manager at Lanelogic LLC in Dallas Bachelor s degree in Finance and Supply Chain Management from TCU Key volunteer with Special Olympics Texas Avid soccer player and golfer Coordinates the Group s day-to-day administration Focuses on high-quality client service with attention to detail Currently serves as Treasurer of The Dallas Chamber Music Society Avid reader and triathlon competitor 3

II. Wealth management in an uncertain world

An investment landscape challenged with risks The current global economic backdrop has led to an unprecedented degree of volatility and uncertainty for investors. Information moves instantaneously, and even unimportant information can have immediate consequences for financial markets Record U.S. government debt; servicing this debt could lead to: Reduction in Medicare and Social Security benefits Tax increases Inflation of dollar to payoff debt; consumer prices in the U.S. have increased more than 2,000% since records began in 1913 U.S. dollar depreciation; 14% since 1973 Geopolitical risks; war and terrorism Peer pressure to follow and keep up with the crowd Many individual investors thought they were making permanent gains for several years during the 1990 s technology boom; then the bubble burst If you want a different outcome, the path along the way must differ from what the majority does, and annual results will deviate from stock indices Basing investment decisions on circumstances that no longer apply E.g. fixed income investing in the falling interest rate environment of the 1980 s through 2015 versus interest rates over the coming decades Complex investment funds without adequate understanding of process, lack of liquidity and transparency; if there s not much liquidity in good times, how much will there be in bad times? Insufficient savings 5

Wealth management strategies for an uncertain world Succeeding as an investor in today s economic climate requires disciplined adherence to a proven strategy of success that must fulfill several stringent criteria. While we are optimistic regarding the long-term trajectory of human ingenuity and progress, there will be continuous short-term crises and problems along the way No one can guess the short-term, so trying to time the market and move in and out of investments won t work Doing nothing and sitting in cash isn t an investment strategy it s a strategy for failure (inflation over 2,000% over the past 100 years) Thus we believe the key to investment success is to own assets with the following characteristics: 1. An established track record of operating successfully through a continuous stream of unprecedented crises (decades and centuries) 2. Geographic diversification to capture growth in the global emerging middle class and protect against expected declines in the value of the U.S. dollar 3. Products and services that fulfill a basic necessity of human civilization; NOT fad or popularity-driven products and services 4. Investments with strong earnings vs. those without earnings 5. Investments that are easy to understand 6. Investments in productive assets with a history of increasing cash flows to investors, even during recessions 7. Complete transparency and liquidity: know everything you own and why; be able to sell any time you need money 6

III. Our core values

Our core values Our core values define who we are and describe what our clients can expect from a relationship with our Group. We emphasize the importance of an investment s safety, while surmounting what we view as the major risks to retiree lifestyle: inflation, rising interest rates, depreciation of the US dollar, rising taxes, potential entitlement reductions (Medicare, Social Security, Pensions), and not sticking to an appropriate investment strategy We focus on providing our clients with dependable, reliable and consistent advice to help them achieve their financial goals We employ a personal, custom approach to financial planning and asset allocation Honesty is always the best policy and trust has to be earned We do not recommend high fee, opaque, and illiquid investment products If someone trusts us with their money, they deserve to hear from us on a regular basis. We proactively contact our clients, and pride ourselves on the fact that our clients don t feel the need to call us to ask what s happening with their investments We aim to keep our clients out of financial bubbles popularity does not justify an investment Advisors should invest their personal money according to the same principles they recommend to their clients. That is what our Group does We believe in a compensation arrangement that incentivizes us to grow our clients wealth We define risk as the possibility of permanent loss of capital 8

IV. Our services

Financial planning: the confidence to pursue your goals starts with a financial plan Benefits of Customized Wealth Management Process: 1 2 Holistic: Integrates the advice of clients external advisors (including but not limited to lawyers, accountants, tax preparers and other financial advisors) with that of Morgan Stanley to create a comprehensive solution Educational: Aims to ensure that clients understand how all facets of their strategic plans work together Objective: Independent group situated to leverage the intellectual capital throughout the Firm Discovery Process 5 Ongoing Assessment of a Family s Portfolio and Wealth Management Needs Formulation of Tax, Trust & Estate Strategy with appropriate advisors 4 Implementation of the Customized Wealth Strategy 3 Creation of a Customized Asset Allocation Note: Asset allocation does not ensure a profit or protect against a loss. 10

Financial planning: Outperformance of Stocks Not as Dramatic in Eras of Falling Rates (1980-2015) Source: Calculated by Morgan Stanley Wealth Management GIC using data provided by Morningstar. (c) 2015 Morningstar, Inc. All rights reserved. Used with permission. This information contained herein: (i) is proprietary to Morningstar and/or its content providers; (ii) may not be copied or distributed; and (iii) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. (1) Standard deviation (volatility) is a measure of the dispersion of a set of data from its mean. (2) The Sharpe ratio is calculated by subtracting the risk-free rate - such as that of the 10-year US Treasury bond - from the rate of return for a portfolio and dividing the result by the standard deviation of the portfolio returns. (3) Max Drawdown is the peak-to-trough decline during a specific period. See Chart Disclosures at end of presentation. 11

Financial Planning: Stocks Significantly Outperformed Bonds in Eras of Rising Rates (1945-1980) Source: Calculated by Morgan Stanley Wealth Management GIC using data provided by Morningstar. (c) 2015 Morningstar, Inc. All rights reserved. Used with permission. This information contained herein: (i) is proprietary to Morningstar and/or its content providers; (ii) may not be copied or distributed; and (iii) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. (1) Standard deviation (volatility) is a measure of the dispersion of a set of data from its mean. (2) The Sharpe ratio is calculated by subtracting the risk-free rate - such as that of the 10-year US Treasury bond - from the rate of return for a portfolio and dividing the result by the standard deviation of the portfolio returns. (3) Max Drawdown is the peak-to-trough decline during a specific period. See Chart Disclosures at end of presentation. 12

Financial planning: Corrections Have Been Frequent and Have Presented Opportunities Source: Bloomberg, Morgan Stanley Wealth Management GIC. See Chart Disclosures at end of presentation. Past performance is no guarantee of future results. Estimates of future performance are based on assumptions that may not be realized. This material is not a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. 13

Portfolio Management Program Established in 1979 to provide individual investors with a level of personalized portfolio management typically reserved for major institutional investors. All portfolios are managed individually on a fully discretionary basis by Financial Advisors at Morgan Stanley who have been qualified by the firm to independently manage client assets based on training, experience and commitment to service. As your Portfolio Manager, I and my team can offer you: Direct access to the investment professionals managing your portfolio Personalized service A disciplined, multipart investment process Ongoing client communications and reporting Access to the intellectual capital and global resources of Morgan Stanley 14

Customized asset management: asset allocation Our Group uses insights from our economics studies to determine our clients optimum asset allocation based on current economic conditions. Customized asset allocation based on your specific financial needs and current economic conditions The formulation of a client s customized asset allocation begins with the financial planning process, which allows us to ascertain your future goals, plans, and needs In conjunction with a client s financial goals, our Group uses its background in economics to develop a client s customized asset allocation We make decisions on the basis of current economic data and indicators, not speculation, emotion, and theory Our Group utilizes Morgan Stanley s Portfolio Management program, an investment advisory program in which the client s Financial Advisor invests the client s assets on a discretionary basis in a range of securities The asset allocation will evolve over time Our asset allocations are not static Your customized asset allocation will evolve over time as your personal goals and needs, as well as economic circumstances, change Note: Professional investment experience, M&A experience, portfolio customization, use of a margin of safety, and long-term investing do not ensure a profit or protect against a loss. A company s historical profitability does not ensure future profitability. 15

Customized asset management: income generation and growth We invest client assets according to the same principles we use to invest our personal assets. We select only the highest quality productive assets with a demonstrated track record of stable, above average profitability and market share Under present economic conditions, we have determined that high quality U.S. corporations currently satisfy the criteria needed to protect against the risks outlined at the beginning of this presentation The investment selection process combines our Group s M&A experience and asset management experience at Highland Capital, in conjunction with principles developed by Warren Buffett and his teacher Ben Graham Investing in quality is not enough: our Group values the businesses we acquire and only invests when the company can be purchased for fair value or less Avoiding the purchase of over-valued assets is critical for long-term investment success Our investment process emphasizes stability and principal protection while achieving a level of growth needed to overcome the major risks to retiree purchasing power (inflation, rising interest rates, depreciation of the US dollar, increasing taxes, Medicare / Social Security / Pension cuts) The majority of the companies in our discretionary portfolios have a demonstrated track record of operating success since the 1800 s Accessibility to the person making investment recommendations Our Group proactively contacts our clients on a regular basis Note: Professional investment experience, M&A experience, portfolio customization, use of a margin of safety, and long-term investing do not ensure a profit or protect against a loss. A company s historical profitability does not ensure future profitability. 16

Customized asset management: liquidity We recommend clients invest in bonds in a highly diversified, low cost manner with the objective of providing a stabile source of liquidity. Investment grade bond investing We select from investment grade corporate, government, and municipal bonds to provide our clients with a stable source of liquidity We do not invest in high yield or junk bonds A minimum of three years living expenses in stable, liquid assets Our primary objective with bond investments is to provide clients with a minimum of three years living expenses in stable, liquid assets Recognizing the negative impact that rising interest rates will have on bonds, we limit bond investments to short-term maturities only We consider tax exempt municipal bonds when yields make sense For clients in a high tax bracket, tax-exempt municipal bonds may make sense Depends on the taxable-equivalent yield (i.e. how high municipal bond prices and coupons are relative to corporate bonds) 17

Liquidity event pre-planning A collaborative approach to liquidity event pre-planning We are not providing you with specific M&A, investment, legal, or tax advice. We strongly recommend that you consult your own M&A, legal and tax advisers to determine whether the analyses in these materials apply to your personal circumstances. Particular M&A, legal, accounting and tax implications applicable to you, as well as margin requirements and transaction costs may significantly affect the structure discussed and we do not represent that the results indicated will be achieved by you. This material may not be used for the purpose of avoiding taxpayer penalties under either State or Federal tax laws. Morgan Stanley Trust, Tax and Estate Planning Capabilities Your Current External Legal Advisors 1. Conduct preliminary due diligence 2. Meet with external M&A advisors Customized Strategy Customized Tax, Trust and Estate Strategy 3. Analyze available planning techniques in relation to client s financial goals External M&A Advisors Your Current External Tax Advisors Process for Formulating Your Tax, Trust and Estate Strategy: 4. Assist clients and their M&A, tax, and legal advisors in the implementation of a financially integrated estate plan to the extent that the client is comfortable 1 8 5. Integrate investment and estate plans Source: Morgan Stanley. 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 www.morganstanley.com/individual for more information. 18

Our service model How we communicate with our clients All clients receive a monthly market commentary written by our Group, summarizing our latest thoughts on the investment environment and discussing timely financial & estate planning topics We use a tiered system for outbound client phone calls and meetings, based on a client s total assets under management by our Group $1,000,000 and higher: client receives monthly phone call and at least two in-person meetings per year $500,000 to $1,000,000: client receives phone call every other month and in-person meeting once a year Below $500,000: client receives quarterly phone call and one in-person meeting per year One quarter of the annual fee is deducted every quarter 19

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 taxexemption 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. The views expressed herein are those of the author and do not necessarily reflect the views of Morgan Stanley Wealth Management or its affiliates. All opinions are subject to change without notice. Neither the information provided nor any opinion expressed constitutes a solicitation for the purchase or sale of any security. Past performance is no guarantee of future results. 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. Morgan Stanley Smith Barney LLC. Member SIPC This material is intended only for clients and prospective clients of the Portfolio Management program. It has been prepared solely for informational purposes only and is not an offer to buy or sell or a solicitation of any offer to buy or sell any security or other financial instrument, or to participate in any trading strategy. The individuals mentioned as the Portfolio Management Team are Financial Advisors with Morgan Stanley participating in the Morgan Stanley Portfolio Management program. The Portfolio Management program is an investment advisory program in which the client s Financial Advisor invests the client s assets on a discretionary basis in a range of securities. The Portfolio Management program is described in the applicable Morgan Stanley ADV Part 2, available at www.morganstanley.com/adv or from your Financial Advisor. 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. 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. Morgan Stanley Smith Barney LLC. Member SIPC 20

Chart Disclosures GLOBAL INVESTMENT COMMITTEE (GIC) ASSET ALLOCATION MODELS The Asset Allocation Models are created by Morgan Stanley Wealth Management s GIC. CLIENTS TO CONSIDER THEIR OWN INVESTMENT NEEDS The GIC Asset Allocation Models are formulated based on general client characteristics such as investable assets and risk tolerance. This report is not intended to be a clientspecific suitability analysis or recommendation, or offer to participate in any investment. Therefore, do not use this report as the sole basis for investment decisions. Clients should consider all relevant information, including their existing portfolio, investment objectives, risk tolerance, liquidity needs and investment time horizon. Such a suitability determination may lead to asset allocation(s) results that are materially different from the asset allocation shown in this report. Clients should talk to their Financial Advisor about what would be a suitable asset allocation for them. HYPOTHETICAL MODEL PERFORMANCE (GROSS) Hypothetical model performance results do not reflect the investment or performance of an actual portfolio following a GIC Strategy, but simply reflect actual historical performance of selected indices on a real-time basis over the specified period of time representing the GIC s strategic and tactical allocations as of the date of this report. The past performance shown here is simulated performance based on benchmark indices, not investment results from an actual portfolio or actual trading. There can be large differences between hypothetical and actual performance results achieved by a particular asset allocation or trading strategy. Hypothetical performance results do not represent actual trading and are generally designed with the benefit of hindsight. Actual performance results of accounts vary due to, for example, market factors (such as liquidity) and client-specific factors (such as investment vehicle selection, timing of contributions and withdrawals, restrictions and rebalancing schedules). Clients would not necessarily have obtained the performance results shown here if they had invested in accordance with any GIC Asset Allocation Model for the periods indicated. Despite the limitations of hypothetical performance, these hypothetical performance results allow clients and Financial Advisors to obtain a sense of the risk/return trade-off of different asset allocation constructs. The hypothetical performance results in this report are calculated using the returns of benchmark indices for the asset classes, and not the returns of securities, fund or other investment products. Performance of indices may be more or less volatile than any investment product. The risk of loss in value of a specific investment is not the same as the risk of loss in a broad market index. Therefore, the historical returns of an index will not be the same as the historical returns of a particular investment a client selects. Models may contain allocations to Hedge Funds, Private Equity and Private Real Estate. The benchmark indices for these asset classes are not issued on a daily basis. When calculating model performance on a day for which no benchmark index data is issued, we have assumed straight line growth between the index levels issued before and after that date. Fees reduce the performance of actual accounts None of the fees or other expenses (e.g. commissions, mark-ups, mark-downs, fees) associated with actual trading or accounts are reflected in the GIC Asset Allocation Models. The GIC Asset Allocation Models and any model performance included in this presentation are intended as educational materials. Were a client to use these models in connection with investing, any investment decisions made would be subject to transaction and other costs which, when compounded over a period of years, would decrease returns. Information regarding Morgan Stanley s standard advisory fees is available in the Form ADV Part 2, which is available at www.morganstanley.com/adv. The following hypothetical illustrates the compound effect fees have on investment returns: For example, if a portfolio s annual rate of return is 15% for 5 years and the account pays 50 basis points in fees per annum, the gross cumulative five-year return would be 101.1% and the five-year return net of fees would be 96.8%. Fees and/or expenses would apply to clients who invest in investments in an account based on these asset allocations, and would reduce clients returns. The impact of fees and/or expenses can be material. 21

Chart Disclosures INSURANCE PRODUCTS AND ETF DISCLOSURES Morgan Stanley Smith Barney LLC offers insurance products in conjunction with its licensed insurance agency affiliates. An investment in an exchange-traded fund involves risks similar to those of investing in a broadly based portfolio of equity securities traded on an exchange in the relevant securities market, such as market fluctuations caused by such factors as economic and political developments, changes in interest rates and perceived trends in stock and bond prices. Variable annuities, mutual funds and ETFs are sold by prospectus only. The prospectus contains the investment objectives, risks, fees, charges and expenses, and other information regarding the variable annuity contract and the underlying investments, or the ETF, which should be considered carefully before investing. Prospectuses for both the variable annuity contract and the underlying investments, or the ETF, are available from your Financial Advisor. Please read the prospectus carefully before you invest. Variable annuities are long-term investments designed for retirement purposes and may be subject to market fluctuations, investment risk, and possible loss of principal. All guarantees, including optional benefits, are based on the financial strength and claims-paying ability of the issuing insurance company and do not apply to the underlying investment options. Optional riders may not be able to be purchased in combination and are available at an additional cost. Some optional riders must be elected at time of purchase. Optional riders may be subject to specific limitations, restrictions, holding periods, costs, and expenses as specified by the insurance company in the annuity contract. If you are investing in a variable annuity through a tax-advantaged retirement plan such as an IRA, you will get no additional tax advantage from the variable annuity. Under these circumstances, you should only consider buying a variable annuity because of its other features, such as lifetime income payments and death benefits protection. Taxable distributions (and certain deemed distributions) are subject to ordinary income tax and, if taken prior to age 59½, may be subject to a 10% federal income tax penalty. Early withdrawals will reduce the death benefit and cash surrender value. For index definitions to the indices referenced in this report please visit the following: http://www.morganstanleyfa.com/public/projectfiles/id.pdf Equity securities may fluctuate in response to news on companies, industries, market conditions and general economic environment. Investing in foreign markets entails risks not typically associated with domestic markets, such as currency fluctuations and controls, restrictions on foreign investments, less governmental supervision and regulation, and the potential for political instability. These risks may be magnified in countries with emerging markets and frontier markets, since these countries may have relatively unstable governments and less established markets and economies. Investing in small- to medium-sized companies entails special risks, such as limited product lines, markets and financial resources, and greater volatility than securities of larger, more established companies. The value of fixed income securities will fluctuate and, upon a sale, may be worth more or less than their original cost or maturity value. Bonds are subject to interest rate risk, call risk, reinvestment risk, liquidity risk, and credit risk of the issuer. High yield bonds (bonds rated below investment grade) may have speculative characteristics and present significant risks beyond those of other securities, including greater credit risk, price volatility, and limited liquidity in the secondary market. High yield bonds should comprise only a limited portion of a balanced portfolio. Interest on municipal bonds is generally exempt from federal income tax; however, some bonds may be subject to the alternative minimum tax (AMT). Typically, state taxexemption applies if securities are issued within one's state of residence and, if applicable, local tax-exemption applies if securities are issued within one's city of residence. Treasury Inflation Protection Securities (TIPS) coupon payments and underlying principal are automatically increased to compensate for inflation by tracking the consumer price index (CPI). While the real rate of return is guaranteed, TIPS tend to offer a low return. Because the return of TIPS is linked to inflation, TIPS may significantly underperform versus conventional U.S. Treasuries in times of low inflation. 22

Chart Disclosures Alternative investments may be either traditional alternative investment vehicles, such as hedge funds, fund of hedge funds, private equity, private real estate and managed futures or, non-traditional products such as mutual funds and exchange-traded funds that also seek alternative-like exposure but have significant differences from traditional alternative investments. The risks of traditional alternative investments may include: can be highly illiquid, speculative and not suitable for all investors, loss of all or a substantial portion of the investment due to leveraging, short-selling, or other speculative practices, volatility of returns, restrictions on transferring interests in a fund, potential lack of diversification and resulting higher risk due to concentration of trading authority when a single advisor is utilized, absence of information regarding valuations and pricing, complex tax structures and delays in tax reporting, less regulation and higher fees than open-end mutual funds, and risks associated with the operations, personnel and processes of the manager. Nontraditional alternative strategy products may employ various investment strategies and techniques for both hedging and more speculative purposes such as short-selling, leverage, derivatives and options, which can increase volatility and the risk of investment loss. Master Limited Partnerships (MLPs) Individual MLPs are publicly traded partnerships that have unique risks related to their structure. These include, but are not limited to, their reliance on the capital markets to fund growth, adverse ruling on the current tax treatment of distributions (typically mostly tax deferred), and commodity volume risk. The potential tax benefits from investing in MLPs depend on their being treated as partnerships for federal income tax purposes and, if the MLP is deemed to be a corporation, then its income would be subject to federal taxation at the entity level, reducing the amount of cash available for distribution to the fund which could result in a reduction of the fund s value. MLPs carry interest rate risk and may underperform in a rising interest rate environment. Investing in commodities entails significant risks. Commodity prices may be affected by a variety of factors at any time, including but not limited to, (i) changes in supply and demand relationships, (ii) governmental programs and policies, (iii) national and international political and economic events, war and terrorist events, (iv) changes in interest and exchange rates, (v) trading activities in commodities and related contracts, (vi) pestilence, technological change and weather, and (vii) the price volatility of a commodity. In addition, the commodities markets are subject to temporary distortions or other disruptions due to various factors, including lack of liquidity, participation of speculators and government intervention. Physical precious metals are non-regulated products. Precious metals are speculative investments, which may experience short-term and long term price volatility. The value of precious metals investments may fluctuate and may appreciate or decline, depending on market conditions. Unlike bonds and stocks, precious metals do not make interest or dividend payments. Therefore, precious metals may not be suitable for investors who require current income. Precious metals are commodities that should be safely stored, which may impose additional costs on the investor. REITs investing risks are similar to those associated with direct investments in real estate: property value fluctuations, lack of liquidity, limited diversification and sensitivity to economic factors such as interest rate changes and market recessions. Risks of private real estate include: illiquidity; a long-term investment horizon with a limited or nonexistent secondary market; lack of transparency; volatility (risk of loss); and leverage. Principal is returned on a monthly basis over the life of a mortgage-backed security. Principal prepayment can significantly affect the monthly income stream and the maturity of any type of MBS, including standard MBS, CMOs and Lottery Bonds. Asset-backed securities generally decrease in value as a result of interest rate increases, but may benefit less than other fixed-income securities from declining interest rates, principally because of prepayments. Floating-rate securities The initial interest rate on a floating-rate security may be lower than that of a fixed-rate security of the same maturity because investors expect to receive additional income due to future increases in the floating security s underlying reference rate. The reference rate could be an index or an interest rate. However, there can be no assurance that the reference rate will increase. Some floating-rate securities may be subject to call risk. Yields are subject to change with economic conditions. Yield is only one factor that should be considered when making an investment decision. Credit ratings are subject to change. Companies paying dividends can reduce or cut payouts at any time. Asset allocation and diversification do not assure a profit or protect against loss in declining financial markets. The indices are unmanaged. An investor cannot invest directly in an index. They are shown for illustrative purposes only and do not represent the performance of any specific investment. The indices selected by Morgan Stanley Wealth Management to measure performance are representative of broad asset classes. Morgan Stanley Wealth Management retains the right to change representative indices at any time. 23

Chart Disclosures Because of their narrow focus, sector investments tend to be more volatile than investments that diversify across many sectors and companies. Growth investing does not guarantee a profit or eliminate risk. The stocks of these companies can have relatively high valuations. Because of these high valuations, an investment in a growth stock can be more risky than an investment in a company with more modest growth expectations. Value investing does not guarantee a profit or eliminate risk. Not all companies whose stocks are considered to be value stocks are able to turn their business around or successfully employ corrective strategies which would result in stock prices that do not rise as initially expected. Rebalancing does not protect against a loss in declining financial markets. There may be a potential tax implication with a rebalancing strategy. Investors should consult with their tax advisor before implementing such a strategy. Duration, the most commonly used measure of bond risk, quantifies the effect of changes in interest rates on the price of a bond or bond portfolio. The longer the duration, the more sensitive the bond or portfolio would be to changes in interest rates. Besides the general risk of holding securities that may decline in value, closed-end funds may have additional risks related to declining market prices relative to net asset values (NAVs), active manager underperformance, and potential leverage. Some funds also invest in foreign securities, which may involve currency risk. Morgan Stanley Wealth Management is the trade name of Morgan Stanley Smith Barney LLC, a registered broker-dealer in the United States. This material has been prepared for informational purposes only and is not an offer to buy or sell or a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. Past performance is not necessarily a guide to future performance. The securities/instruments discussed in this material may not be suitable for all investors. The appropriateness of a particular investment or strategy will depend on an investor s individual circumstances and objectives. Morgan Stanley Wealth Management recommends that investors independently evaluate specific investments and strategies, and encourages investors to seek the advice of a financial advisor. This material is based on public information as of the specified date, and may be stale thereafter. We have no obligation to tell you when information herein may change. We and our third-party data providers make no representation or warranty with respect to the accuracy or completeness of this material. Past performance is no guarantee of future results. This material should not be viewed as advice or recommendations with respect to asset allocation or any particular investment. This information is not intended to, and should not, form a primary basis for any investment decisions that you may make. Morgan Stanley Wealth Management is not acting as a fiduciary under either the Employee Retirement Income Security Act of 1974, as amended or under section 4975 of the Internal Revenue Code of 1986 as amended in providing this material. Morgan Stanley Smith Barney LLC, its affiliates and Morgan Stanley Financial Advisors do not provide legal or tax advice. Each client should always consult his/her personal tax and/or legal advisor for information concerning his/her individual situation and to learn about any potential tax or other implications that may result from acting on a particular recommendation. This material is disseminated in the United States of America by Morgan Stanley Smith Barney LLC. Morgan Stanley Wealth Management is not acting as a municipal advisor to any municipal entity or obligated person within the meaning of Section 15B of the Securities Exchange Act (the Municipal Advisor Rule ) and the opinions or views contained herein are not intended to be, and do not constitute, advice within the meaning of the Municipal Advisor Rule. Third-party data providers make no warranties or representations of any kind relating to the accuracy, completeness, or timeliness of the data they provide and shall not have liability for any damages of any kind relating to such data. This material, or any portion thereof, may not be reprinted, sold or redistributed without the written consent of Morgan Stanley Smith Barney LLC. 2015 Morgan Stanley Smith Barney LLC. Member SIPC. 24