ImportantAccount
Information for
Full-Service
Accounts
Please read this booklet carefully
and retain for your records

Contents

GENERAL INFORMATION FOR ALL ACCOUNTS
U.S. Consumer Privacy Notice March 2024
Call Recording Notice
Summary of Account Types Offered at Morgan Stanley
Understanding Your Brokerage and Investment Advisory Relationships
Account Linking Service
Electronic Delivery (eDelivery)
Trusted Contact Authorization
Disclosure of Your Name to Issuers of Securities
Morgan Stanley’s Reinvestment Program
Information on Fractional Shares
Automatic Enrollment in the Morgan Stanley Class Action Service
European Securities Subject to the Shareholder Rights Directive II
Notice of Escheatment
Morgan Stanley Reserved Living & Giving and Signature Access
The USA PATRIOT Act
Tax & Legal Disclosure
Account Protection
FDIC Insurance
Firm Resilience and Crisis Management Program**
Summary of the Bank Deposit Program
Incoming Foreign Currency Wires
Certain Electronic Fund Transfers

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Conflicts of Interest and Compensation
Conflicts of Interest and Other Information
How Morgan Stanley and Your Financial Advisor Are Compensatedpage 24
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Fees and Costs
Your Account and Service Fees
Quarterly Automatic Liquidation of Assets for Outstanding Fee Debits

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Investment Products
Mutual Fund Features, Share Classes and Compensation
ETF Revenue-Sharing, Expense Payments and Data Analytics Fees
Fund Liquidity Risk
Unit Investment Trusts — Features, Costs and Compensation
Closed-End Funds
Understanding Variable Annuities
Understanding 529 Education Savings Plans and Compensation
Alternative Investments
GlobalCurrency SM Accounts
Important Disclosures Regarding Your Precious Metals Transactions
Municipal Securities Rulemaking Board Client Education andProtection Brochure
Municipal Advisor Rule; Disclosures for Municipal Entities and Obligated Persons
Short Positions in Municipal Securities
Important Disclosures for Structured Investments
Additional Information About the Following Investment Products

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Important Information Regarding the Sales and Offers of Sales of Investment
Products to U.S. Military Personnel* and Their Dependents**

page 60

Investing and Trading
General Information
Risk & Return
Summary of Procedures for Certain Syndicate Offerings
Important Information for Clients Selling “Long,” Effecting
Short Sales and/or Holding Short Stock Positions
Stop Orders and Good-Til-Canceled (“GTC”) Orders
Payment for Order Flow and Other Routing Arrangements
Notice Regarding the Order Protection Rule
Order Handling Rules
Notice Regarding Handling of Block Orders Under FINRA’s Front Running Rule
Extended Hours Trading Risk Disclosure Statement
Callable Securities
Covering Short Positions Related to a Partial Call
Policies for Handling Information Related to US Treasury Securities Auctions
and Customer Reporting Requirements
Cash-in-lieu for Fractional Shares resulting from Corporate Actions

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Retirement Account Information
Qualified Retirement Plan Distributions
Important Rollover Reminder
Choosing to Move Your Retirement Account
Guidance on After-Tax Distributions From Retirement Plans

page 72
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Lending and Margin
Lending Services Overview
Liquidity Access Line
Express CreditLine
Tailored Lending
Important Risk Information for Tailored Lending,Liquidity Access Line and Express CreditLine
Lending Preferred Interest Rate for Express CreditLine and Margin
MarginMargin Disclosure Statement

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State Specific Information“Do Not Call” Information for Nevada Residents
Minnesota Disclosure Notification
Important Message to Our Clients, Including Residents of Nevada,
Regarding Access to Fee and Compensation Information
For California Residents Age 65 or Older
Important Notice for Texas Resident Mutual Fund Owners
For Missouri Resident Clients:

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Non-U.S. Client Information
Brazilian Data Protection Notification
Spain Disclosure
Canadian Addendum to Account Agreements
Notification to Swiss Clients

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General Information for all Accounts
In the event you are considering opening an account with Morgan Stanley or already have an account,
this booklet, in conjunction with the Morgan Stanley Client Agreement and all other applicableagreements1, will govern your relationship with Morgan Stanley and/or its direct or indirect subsidiaries,
including all account(s) that you, in all capacities, open or maintain now or in the future. It contains
important information regarding your account(s) and/or recommendations regarding accounttypes, securities or investment strategies involving securities you may receive. Certain disclosures
and/or sections of this booklet may not apply to all of your accounts, depending on the type ofaccount(s) that you have opened and/or the services that you have elected to receive. We requestthat you carefully read this and all other documents provided to you.
Note for International Clients: This information is required by law and is not a promotion ofMorgan Stanley’s products and services. Further, not all products and services are available to
all non-US residents.
References to “MSSB,” “Morgan Stanley,” “Morgan Stanley Wealth Management,” “we,” “us,”or “our” refer to Morgan Stanley Smith Barney LLC.
The words “you,” “your,” “yours” and “client” refer to the account owner(s).
References in this booklet to “Financial Advisor” refer to either a Morgan Stanley WealthManagement Financial Advisor (“FA”) or a Morgan Stanley Private Wealth Management Private
Wealth Advisor (“PWA”).
Full-Service Accounts
Accounts serviced by one or more Financial Advisors or Morgan Stanley Virtual Advisor("MSVA"). Self-directed accounts held or opened through E*TRADE from Morgan Stanley are
not full-service accounts.

U.S. Consumer Privacy Notice1

March 2024

FACTS

WHAT DOES MORGAN STANLEY DO
WITH YOUR PERSONAL INFORMATION?

Why?

Financial companies choose how they share your personal information. Federal
law gives consumers the right to limit some but not all sharing. Federal law
also requires us to tell you how we collect, share, and protect your personal
information. Please read this notice carefully to understand what we do.

What?

The types of personal information we collect and share depend on the
product or service you have with us. This information can include:• Social Security number and income• account balances and transaction history• credit history and assets

How?

All financial companies need to share customers’ personal information to run
their everyday business. In the section below, we list the reasons financial
companies can share their customers’ personal information; the reasons
Morgan Stanley chooses to share; and whether you can limit this sharing.

Including but not limited to the International Client Agreement, CashPlus Account Agreement,
Equity Plan Account Client Agreement and the DVP Client Agreement.
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Reasons we can share your personal
information

For our everyday business purposes —such as to process your transactions, maintainyour account(s), respond to court orders and legal
investigations, or report to credit bureaus
For our marketing purposes —to offer our products and services to you
For joint marketing with other financial companies
For our affiliates’ everyday business purposes —information about your transactions and experiences
For our affiliates’ everyday business purposes —information about your creditworthinessFor our affiliates to market to you
For non-affiliates to market to you

Does Morgan Stanleyshare?

Can you
limit thissharing?

Yes

No

Yes

No

Yes
Yes

No
No

Yes

Yes*

Yes
No

Yes*
We don’tshare

To limit oursharing

Call the applicable toll-free number(s) or visit the applicable website:
Morgan Stanley General Number: 1-866-227-2256
Morgan Stanley Home Loans Only: 1-855-646-6951
E*TRADE from Morgan Stanley Customer Service: 1-800-387-2331
Morgan Stanley Private Share Lending:
Email: privatesharelending@morganstanley.com
Solium Capital ULC, Solium Capital LLC, and Solium Plan
Managers LLC:
Visit https://shareworks.solium.com/solium/servlet/ui/profile/settings(Please log into your Shareworks participant account and go to your
Personal Profile to make changes)
Please note:
If you are a new customer, we can begin sharing your information 30
days from the date we sent this notice. When you are no longer ourcustomer, we continue to share your information as described in thisnotice. However, you can contact us at any time to limit our sharing.

QUESTIONS?

Call toll-free:Morgan Stanley customers: (866) 227-2256; Home Loans customers:(855) 646-6951; E*TRADE from Morgan Stanley customers:(800) 387-2331; Shareworks by Morgan Stanley customers:(877) 380-7793

WHO WE ARE

Who isproviding thisnotice?

Morgan Stanley Smith Barney LLC, Morgan Stanley Private Bank,
National Association, Morgan Stanley Bank, N.A. and their affiliatesthat use the names E*TRADE and Solium.

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WHAT WE DO

How doesMorgan Stanley
protect mypersonal
information?

To protect your personal information from unauthorized access and use,
we use security measures that comply with federal law. These measures
include computer safeguards and secured files and buildings. We havepolicies governing the proper handling of customer information by
personnel and requiring third parties that provide support to adhere toappropriate security standards with respect to such information.

How doesMorgan Stanley
collect mypersonal
information?

We collect your personal information, for example, when you• seek advice about your investments or make deposits orwithdrawals from your account• give us your income information or give us your contact information• provide account information
We also collect your personal information from others, such as credit
bureaus, affiliates, or other companies.

Why can’t I limit Federal law gives you the right to limit only
all sharing?
• sharing for affiliates’ everyday business purposes — information
about your creditworthiness• affiliates from using your information to market to you• sharing for non-affiliates to market to you
State laws and individual companies may give you additional rights tolimit sharing. See below for more on your rights under state law.
What happens
when I limit
sharing for an
account I holdjointly withsomeone else?

Your choices will apply to everyone on your account.

DEFINITIONS

Affiliates

Companies related by common ownership or control. They can befinancial and non-financial companies.
• Our affiliates include companies with a Morgan Stanley name suchas Morgan Stanley & Co. LLC and Morgan Stanley Investment
Management; companies with a Solium name such as Solium
Capital ULC, Solium Plan Managers LLC and Solium Capital LLC; andcompanies with an E*TRADE name such as E*TRADE Securities LLC,E*TRADE Financial Corporate Services, Inc. and E*TRADE Futures, LLC.

Non-affiliates

Companies not related by common ownership or control. They can befinancial and non-financial companies.
• Morgan Stanley does not share with non-affiliates so they canmarket to you.

Joint marketing

A formal agreement between non-affiliated financial companies thattogether market financial products or services to you.
• Our joint marketing partners include credit card companies and otherfinancial services companies.

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OTHER IMPORTANT INFORMATION*Please note that if you choose to limit sharing “For our affiliates’ everyday businesspurposes — information about your creditworthiness” OR “For our affiliates to market
to you” we will limit sharing for both categories.
Vermont: Except as permitted by law, we will not share personal information we collectabout Vermont residents with non-affiliates or information about your creditworthinesswith affiliates, unless you provide us with your written consent to share such information.
Please send written consent to Morgan Stanley, Client Correspondence Department, PO
Box 95002, South Jordan, UT 84095.
California: Except as permitted by law, we will not share personal information we collectabout California residents with non-affiliates, and we will limit sharing such personal
information with our affiliates to comply with California privacy laws that apply to us.
Texas: If you have a complaint regarding money transmission activity by E*TRADE
Financial Corporate Services, Inc., first contact customer service at 844-472-3434.
If you still have an unresolved complaint, please direct your complaint to: Texas
Department of Banking, 2601 North Lamar Blvd, Austin, Texas 78705, 1-877-276-5554(toll free), www.dob.texas.gov.
For details about how Morgan Stanley handles personal information, please see our Privacy Pledge
at: http://www.morganstanley.com/privacy-pledge.

Call Recording Notice
Morgan Stanley or its affiliates may record calls to the extent permissible under applicable law,regulation or rule made to or by Morgan Stanley or its affiliates for quality control, training, orcompliance purposes. By communicating with Morgan Stanley or its affiliates, you consent to thevoice recording of your conversations with personnel of Morgan Stanley and its affiliates. Unlessotherwise agreed to in writing, Morgan Stanley does not consent to the recording of telephone
conversations by you or any third party.

Summary of Account Types Offered at Morgan Stanley
Active Assets Accounts (AAA): The AAA is Morgan Stanley’s primary brokerage investment
account available for individuals, trusts, businesses and government entities/municipalities. The
AAA provides clients the ability to invest in available securities and a full range of financial products.
The AAA also offers clients the option of margin lending, as well as various cash management
services, including direct deposit, check-writing, ATM/debit cards, and electronic funds transfer.
CashPlus Accounts: The CashPlus Account is a brokerage account specifically designed for
cash management and short-term investment needs. The CashPlus Account does not permit theuse of margin lending, short selling, or option trading with the exception of the following option
transactions: covered call writing, purchase of protective puts, writing cash-back puts and purchase
options. Morgan Stanley offers two distinct types of CashPlus Accounts: the Premier CashPlus
Account and the Platinum CashPlus Account, each with its own requirements and fee avoidance
criteria. For more details, please refer to the CashPlus Account Disclosure Statement, available athttps://www.morganstanley.com/wealth-disclosures/cashplusaccountdisclosurestatement.pdf.
Individual Retirement Accounts (IRA): Morgan Stanley offers several types of IRAs, including
Traditional/Rollover/Roth/Inherited, Simplified Employee Pension (SEP), Salary Reduction Simplified
Employee Pension Plan (SAR-SEP), Savings Investment Match Plan for Employees Individual Retirement
Accounts (SIMPLE IRAs) and Coverdell Education Savings Account (CESA). Morgan Stanley’s mostcommon retirement accounts are the traditional IRA and Roth IRA. Contributions made to a traditional

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IRA may be tax deductible and provide for tax-deferred growth. The Roth IRA is funded with aftertax contributions. IRAs offer clients the ability to invest in available securities and financial products.
Advisory Platform: Morgan Stanley offers a selection of discretionary and non-discretionary
advisory services and programs. Please refer to the applicable program’s ADV, available at https://www.morganstanley.com/ADV, for more details.
Equity Plan Accounts: The Equity Plan Account is a brokerage account available to plan participants
for a certain limited set of equity plan transactions, including the exercise of stock options and the saleof the issuer’s securities pursuant to an applicable company equity compensation plan as defined by
the related plan documents.
Morgan Stanley Access Direct (MSAD): MSAD is a self-directed online brokerage accountonly available to employee participants of equity compensation plans serviced by Morgan Stanley.
All trading and other account activities in this account are undertaken at the client’s sole discretion
without access to a Financial Advisor. MSAD also serves as the default destination for sales proceeds
related to equity plan transactions.
Qualified Retirement Plan Accounts: Morgan Stanley offers various account options for
qualified retirement plans, including:• V ersatile Investment Program Basic (VIP Basic)• V ersatile Investment Program Plus (VIP Plus)• R etirement Plan Manager (RPM)• S
 elf-Directed Retirement (SDR)• External Custodian Retirement Plan
For more information, please contact the Morgan Stanley team servicing your account.

Understanding Your Brokerage and Investment
Advisory Relationships
Depending on your needs and your investment objectives, Morgan Stanley may assist you withbrokerage services, investment advisory services or both. There are important differences
highlighted in the document linked below between brokerage and advisory accounts, including
their costs, the services we provide and the rules that govern them. You should carefully consider
these differences when deciding which type, or combination of types, of services and accounts
are right for you. Please visit www.morganstanley.com/wealth-relationshipwithms/pdfs/
understandingyourrelationship.pdf for more detailed information.

Account Linking Service
To minimize the number of separate mailings you receive, Morgan Stanley offers an automatic
Account Linking Service. Our Account Linking Service allows you to receive multiple accountstatements and other important information together in a single envelope, in a consolidated
format, with a summary page showing the value of each linked account. Accounts with the same
mailing address, branch, Financial Advisor, and Social Security/Tax ID Numbers (“Account Link
Group”) will be subject to Morgan Stanley’s automatic Account Linking Service. Morgan Stanley
Employee/Employee Related accounts cannot be linked with non-Morgan Stanley Employee/
Employee Related accounts. There is no charge for this service. After an account has been identified
as eligible for automatic Account Linking, but before the account is added to an Account Link
Group, you will see a message on your account statement advising you that the new account will
be added during the following statement cycle. Upon receipt of your next account statement, alleligible linked account statements will be consolidated into a single envelope. If you do not wish
to take advantage of the automatic Account Linking Service you may opt-out of this service
by contacting the Morgan Stanley team servicing your account(s).
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You may request to add accounts to an Account Link Group that have different Social Security/
Tax ID Numbers, provided all other eligibility rules are met, by contacting a member of yourMorgan Stanley team. If you make such a request, your account(s) will become part of that AccountLink Group and your account statements will be mailed to you in a single envelope addressed to that
Account Link Group along with the statements of other account owners that have consented to be apart of that Account Link Group. You understand that if you link your accounts with accounts owned
by others, your personal and financial information will be provided to such other account owner(s)by virtue of being included in an Account Link Group. With Account Linking, your consolidated
statement can be accessed online through a single Morgan Stanley Online sign-on if you are an owner,
or are authorized to view or transact on an account. For information about our client website, andonline services such as eDelivery of your statement, go to https://www.morganstanley.com/online.
CashPlus Accounts
The CashPlus Accounts within an Account Link Group (ALG) may impact eligibility for CashPlus
Account benefits in other CashPlus Accounts within that ALG. CashPlus Accounts within an ALG
affect the total deposit amount and the average daily cash balance amount across the ALG, which
may result in fees, account benefit eligibility, as well as eligibility for monthly account fee avoidance.

Electronic Delivery (eDelivery)(A) eDelivery of Certain Important Disclosures
If you sign an Account Application and Client Agreement that contains a section entitled "eDeliveryof Certain Important Disclosures," you will be providing Morgan Stanley with your informed andpositive consent to eDelivery of certain important disclosures, including, but not limited to, theMorgan Stanley Client Relationship Summary available at https://www.morganstanley.com/formcrs
and this Important Account Information for Full-Service Accounts booklet, available at http://www.
morganstanley.com/disclosures/account-disclosures. We recommend that you print and retain a copyof these important disclosures for your future reference. You may incur costs accessing or printing
these documents (e.g., online provider fees and printing costs).
(B) eDelivery of all Other Eligible Documents
With eDelivery, you can review your account documents online instead of receiving paper documentsin the mail. Documents are archived and available on our secure website for up to seven years.
When you enroll in eDelivery, and periodically thereafter, you will be required to consent toour eDelivery Terms and Conditions.
Enrolling in eDelivery enables you to give blanket authorization to discontinue hard-copy
delivery of most documents relating to your Morgan Stanley account(s). Documents include but
are not limited to your account statements, trade confirmations (including those accompanied
by a prospectus), Corporate Action Credit Advices, account documentation (including your client
agreements and amendments to such), and all documents that may be added to eDelivery in the
future (“eDelivery Documents”). When you enroll in eDelivery, you consent to the electronicdelivery of all eligible eDelivery Documents, however once enrolled you can customize theselection of documents you would like to receive via eDelivery.
Your agreement to eDelivery also includes electronic delivery of syndicate offerings materials,
including preliminary prospectuses and other documents including pricing terms for equity
initial public offerings (IPOs), secondary offerings, and follow-ons as well as new issue Structured
Investments and new issue Fixed Income Securities (“Syndicate Offerings”). Participation in many
Syndicate Offerings (e.g., equity and preferred security offerings) requires eDelivery enrollment.
You should be aware that:• You may change your eDelivery preferences at any time by updating your eDelivery
settings through Morgan Stanley Online or contacting the Client Service Center at 888-454-3965.

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NY CS 1146334-4448998 05/2024• Your authorization will include accounts that you own as an account owner as well as
accounts for which you are an authorized person. You can contact the Client Service
Center if you need to make adjustments to your account access.
• Notwithstanding your eDelivery enrollment, you may receive certain documents in hard
copy if materials are not available in electronic format, or at Morgan Stanley’s sole discretion.
Please understand that after enrolling in eDelivery, if you have not logged in to Morgan Stanley
Online or the Morgan Stanley Mobile Application for at least 12 consecutive months, we will
send you a notification and will continue to do so every month for an additional five months. If
after 15 consecutive months you still have failed to log-in, we will send an additional notificationin paper to the mailing address we have on file advising that if you fail to log-in over the next
90 days, we may discontinue eDelivery and revert delivery of eDelivery Documents to you
in paper format. Your eDelivery settings will also be disabled. If your eDelivery settings are
disabled, eDelivery settings for third parties with access to your account(s) may be impacted.

Trusted Contact Authorization
Morgan Stanley requests, as part of its account opening and periodic account updating processes,
the name and contact information for one or more trusted contact person(s) (“Trusted Contact”)
for all non-institutional accounts. A Trusted Contact must be an individual over the age of 18 years.
Morgan Stanley does not recommend naming as your Trusted Contact(s) a registered ownerof the account (e.g., a joint accountholder or yourself ), a member of your Morgan Stanley teamor someone who is already authorized to transact business on your account(s). If you choose
to provide Morgan Stanley with one or more Trusted Contacts, you are authorizing Morgan Stanley,in its discretion, to contact your Trusted Contact(s) and disclose information about you and/or youraccount(s) in order to address possible financial exploitation, confirm the specifics of your current
contact information, health status, and/or the identity of any legal guardian, executor, trustee or holder
of a power of attorney or as otherwise permitted by the Rules of the Financial Industry Regulatory
Authority (“FINRA”). You may add, remove and/or change any or all of your Trusted Contacts at
any time by contacting the Morgan Stanley team servicing your account(s). Your Trusted Contact(s)will have no trading authority or power of attorney over your account(s) and will not be authorized
to make any decisions on your behalf regarding your account(s). If you would like to add one ormore Trusted Contacts to your account(s), please contact a member of your Morgan Stanley team.

Disclosure of Your Name to Issuers of Securities

Rule 14b-1(c) of the Securities and Exchange Commission governs whether your name and securities
positions may be disclosed to issuers of securities held for you in “street name.” Securities held in“street name” do not reflect the beneficial owner on the records of the issuer and issuers will be
unable to contact you directly without your consent. Unless you specifically indicate that you do not
approve of this disclosure by contacting a member of your Morgan Stanley team, the information
will be provided to the issuers of securities held in your account upon their request.
Certain foreign securities will be held in your account in book-entry form only. Certain foreign
securities will not be registered in your individual name nor will they be delivered to you fromyour account. Foreign securities issued from certain countries may be subject to taxation by thosecountries or to disclosure requirements related to shareholder rights initiatives. Morgan Stanley
may be required to provide purchaser identifying information in order to comply with local tax
laws and achieve reduced tax withholding or to comply with disclosure requirements related toshareholder rights initiatives or other applicable laws. The provision of this information will takeplace where applicable and is not affected by your election to not disclose your name to issuers of
securities. Therefore, even if you specifically advise that you do not approve of this disclosure, wewill provide the requisite information to issuers of foreign securities held in your account if, andto the extent, we determine it is required by applicable law. In addition, the provision of this or
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other personally identifiable information is not affected by any other nondisclosure or non-use
option that you might choose under applicable privacy notices sent to you.

Morgan Stanley’s Reinvestment Program
TERMS AND CONDITIONSMorgan Stanley’s Reinvestment Program (“Reinvestment Program”), formerly known as theMorgan Stanley Dean Witter Dividend Reinvestment Program, provides you with an opportunity
to enhance your long-term investment growth plans through the automated reinvestment of cash
dividends, capital gains distributions, partnership distributions, royalties and return of capital
distributions credited to your account.
ELIGIBLE ACCOUNTSThe Reinvestment Program, more commonly known as “DRIP,” is available at no cost to clientswith Active Asset Accounts, Self-Directed Brokerage Accounts, and Retirement Accounts. The
Reinvestment Program is also available, for whole share reinvestments only, to Consulting Group
Advisor (“CGA”) and Portfolio Management (“PM”) Accounts at no additional fee. Please notethat the Reinvestment Program is not currently available for other types of investment advisoryaccounts (such as Select UMA Accounts).
Clients with Basic Securities Accounts who choose to participate in the Reinvestment Program
will be charged a transaction fee for each reinvestment. Please see the Morgan Stanley WealthManagement Schedule of Miscellaneous Account and Fees available at https://www.morganstanley.
com/wealth-relationshipwithms/pdfs/account_and_service_fees.pdf?v=1.
ENROLLMENT
You may add the Reinvestment Program to all eligible securities or selected eligible individual
securities in your account by directing a member of your Morgan Stanley team or, if available
for such account, by self-enrolling through Morgan Stanley Online. Your enrollment authorizes
Morgan Stanley (“us” or “we”) to automatically reinvest cash dividends, capital gains distributions,partnership distributions, royalties and return of capital distributions (collectively, “Distributions”)
paid on such eligible securities held in your account in additional shares of the respective security.
You understand that this authorization will remain in effect, notwithstanding your disability ordeath, until we are notified to discontinue this authorization by your authorized representative.
Please be aware that once enrolled in the Morgan Stanley Reinvestment Program, reinvestment
for certain securities may occur through the Depository Trust Company’s (“DTC”) Dividend
Reinvestment program. DTC and the issuer determine which securities participate in the DTC
program. DTC will allocate reinvestment shares to us upon receipt from the issuer and in mostcases the allocation of shares will be delayed for multiple business days. Only certain eligible
DTC program securities will participate in the Morgan Stanley Reinvestment Program and such
eligibility is determined by us. For securities participating in the DTC program, the cash dividend(less any amounts required by law or agreement to be withheld or debited) will be credited toyour account on the same day as the reinvestment shares are allocated.
Upon receipt of Dividend Reinvestment shares through the DTC program, we will credit youraccount the amount of the cash Distributions (less any amounts required by law or agreement tobe withheld or debited). For enrolled securities that are not handled through the DTC program,we will aggregate such Distributions from your account with those of other clients requesting
Dividend Reinvestment in the same security and use these funds to purchase additional sharesof the relevant security for you and the other clients on a best efforts basis. We will credit youraccount the number of whole and, if applicable, partial shares equal to the amount of your funds
to be reinvested in a particular security divided by the purchase price per share.
For CGA and PM investment advisory accounts and certain securities, the Reinvestment
Program is available for whole share reinvestment only. For these accounts and securities, andIMPORTANT ACCOUNT INFORMATION FOR FULL-SERVICE ACCOUNTS(07/2024) GWMINAIGWMINAIPAGE 11 OF 88
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for certain participating securities, we will credit your account with the applicable number ofwhole shares, and any cash Distributions attributable to partial shares will remain as a cash
equivalent balance in your account.
We will acquire such additional shares through such execution facilities and exchanges andat such times deemed appropriate by us. In order for your enrollment to be in effect for a given
security, your position in that security must be settled on or before the Distribution record date.
Please note that if you are or become a “reporting person” under Section 16 of the Securities
Exchange Act with respect to any security held in your account, the reinvestment of Distributions
paid on such security may trigger reporting obligations under the Securities Exchange Act andthe regulations promulgated thereunder. In addition, if you are an employee or “affiliate” of theissuer of a security, the reinvestment of Distributions paid on such security may be governedby the issuer’s insider trading policy. It is your responsibility to ensure compliance with suchreporting obligations and policies and to seek the advice of your own counsel with respect tosuch obligations and policies.
PARTICIPATING SECURITIESWe seek to provide the Reinvestment Program for a broad range of U.S. equities, exchange
traded funds and closed end funds. In general, equity securities, exchange traded funds andclosed end funds listed on the New York Stock Exchange or traded on the Nasdaq Stock Market
will be considered for the Reinvestment Program. Securities that do not meet certain levels of
liquidity and minimum or maximum share prices generally will not be eligible. We reserve theright to amend the eligibility criteria and remove securities from the program without notice.
In addition, certain securities may be subject to certain trading or other restrictions which
may require these securities to be limited to whole share reinvestment only or be temporarilysuspended from the Reinvestment Program until such restrictions are lifted.
Automatic reinvestment of your eligible cash Distributions in Basic Securities Accounts, Active
Asset Accounts, self-directed Brokerage Accounts, and Retirement Accounts may give you interestsin partial shares of securities, which will be calculated to three decimal places. You will be entitled
to receive future Distribution payments proportionate to your partial share holdings. CGA and
PM investment advisory accounts as well as distributions on certain securities are credited onlyin whole shares. If your account is transferred to another firm, any partial share positions whichcannot be transferred, will be held for execution at the opening auction on the following business
day and your account credited with the proceeds of any such liquidation. If you enter an order
to sell your entire whole share position via Morgan Stanley Online, any remaining partial shareposition will be held for execution at the opening auction on the following business day and theproceeds will be posted to your account on the settlement date. If you give your financial advisor
an order to sell your entire whole share position, any remaining partial share position will remain
in your account unless or until you direct your financial advisor to liquidate that position, at whichtime such order will be routed out for execution immediately (if received during market hours)
or at the opening auction (if received after market hours). If a stock undergoes a reorganization,
if stock certificates are ordered out of your account or if you perform any other non-market
activity which results in only a partial share position remaining in your account, such partial
share position will remain in your account until you place an order to liquidate such position. No
commission will be charged for the liquidation of the partial share position.
For U.S. federal income tax purposes, your holding period in shares received throughthe Reinvestment Program will begin on the date following the day on which the shares are
credited to your account.
In lieu of separate trade confirmations, all transactions made through the Reinvestment
Program will be reported on your monthly account statement. Please note that securities
transactions outside the program will continue to be confirmed as they are today.
Reinvestment does not ensure profits on your investments and does not protect against
loss in declining markets. By offering the Reinvestment Program, Morgan Stanley is not
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recommending that you participate. The eligibility of any specific security for the program is
not a recommendation by us that you should purchase shares in that security.
Morgan Stanley reserves the right to terminate or amend the Reinvestment Program at
any time, including charging commissions or transaction fees. If you wish to terminate yourenrollment in the Reinvestment Program, you may do the following: (1) For an account you
have enrolled by instructing a member of your Morgan Stanley team, please contact him/her
to request unenrollment; (2) For any account you have enrolled via Morgan Stanley Online, you
may unenroll by going to https://www.morganstanley.com/online and navigating to Dividend
Reinvestment and turning the election setting to “off.” Please note your termination must be
received by the record date in order to be effective for a given Distribution payment on anenrolled security.
Please contact a member of your Morgan Stanley team if you have additional questions orconcerns regarding the Dividend Reinvestment Program.

Information on Fractional Shares
TRANSFERS AND LIQUIDATIONS OF FRACTIONAL SHARE POSITIONS IN EXPERTMARKET AND CERTAIN OTHER CLASSES OF SECURITIESFor important information on transfers and order handling of fractional share positions inExpert Market and certain other classes of securities, please see the section entitled “Order
Handling for Fractional Shares” which can be found at www.morganstanley.com/wealthdisclosures/disclosures for more details.

Automatic Enrollment in the Morgan Stanley Class
Action Service
Morgan Stanley has launched the new Morgan Stanley Class Action Service (“Class Action
Service”). The Class Action Service automatically processes all proof of claim forms each time asecurity within your Morgan Stanley account(s) is impacted by a class action lawsuit. Any proceeds
recovered from the Class Action Service will be subsequently deposited into your Morgan Stanleyaccount(s). An administration fee of 6% will be deducted from any class action settlement
funds retrieved on your behalf. Morgan Stanley will notify you prior to processing any proof ofclaim form in order to give you the opportunity to opt out of a specific class action lawsuit. If, at
any time, you do not wish to participate in the Class Action Service, you may choose to un-enroll
by notifying a member of your Morgan Stanley team.
In order for Morgan Stanley to file a claim and collect proceeds on your behalf, Morgan Stanley
may be requested by a third-party claims administrator to provide your personal information,
including, but not limited to, your name, address, age, and/or social security number to validate
your eligibility in the class. Morgan Stanley has no oversight or control over such third-parties,
including over the way they protect, use, or retain your personal information. By using the Class
Action Service, you authorize Morgan Stanley to share your personal information with thirdparty claims administrators for this purpose, and agree that you will not hold Morgan Stanley
responsible for any losses or damages resulting from such third-party claims administrator
processing, mishandling, or failing to adequately protect your personal data.
Please note that the definition of Impacted Security does not extend to securities impacted by“Fair Funds” recovered by the Securities and Exchange Commission and any references to a “classaction lawsuit” do not include “Fair Funds” matters. You understand that in order to participate in any
Fair Funds distribution, you must submit a claim form and any required supporting documentation
directly to the Fair Funds claim administrator.
The Class Action Service Terms and Conditions are accessible at:https://www.morganstanley.com/content/dam/msdotcom/en/assets/pdfs/Class_Action_Service.pdf.
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European Securities Subject to the Shareholder
Rights Directive II

The Shareholder Rights Directive (“SRD II”) is a European Union (“EU”) directive that establishes
requirements in relation to certain shareholder rights attached to securities of issuers that havetheir registered office in the EU and their shares listed on an EU regulated market, including
multi-listed securities and, in certain markets, ADRs/GDRs (“in-scope securities”). As such,you may invest in certain European in-scope securities which are, or will be, custodied with us.
Morgan Stanley will therefore be subject to certain obligations under SRD II.
If you are enrolled in e-Delivery: When proxy material or corporate announcements are madeby issuers of in-scope securities, you will receive notification through e-Delivery directing you toMorgan Stanley Online where you can review the information sent by the issuer of the in-scope
security and take any desired action.
If you are not enrolled in e-Delivery: You will receive physical mail from Morgan Stanley withthe proxy material or corporate announcements made by issuers of in-scope securities. Dependingon your holdings of in-scope securities, you may receive a greater volume of physical mail andat a greater frequency than our standard communications with you. To reduce the volume andfrequency of physical mail and to ensure timely delivery of the information from issuers of thein-scope securities, we encourage you to register for Morgan Stanley Online and enroll in eDelivery
for all of your client correspondence.

Notice of Escheatment
Depending on your mailing address, the property in your account(s) may be transferred to theappropriate state if we are unable to contact you by mail or email and no activity has occurred in theaccount within the time period specified by state law. For further information regarding how thelaws of escheatment in your state may affect your account(s), please contact your Financial Advisor.

Morgan Stanley Reserved Living & Giving and
Signature Access
RESERVED LIVING & GIVING
Clients may be eligible to enroll in Morgan Stanley’s complimentary loyalty program,Reserved Living & Giving, designed to enhance their lifestyle and go beyond traditional wealthmanagement services. The program delivers access to exclusive offers and discounts from premium
brands including preferred pricing on luxury vehicles, best-in-class providers of travel services,
entertainment, retail, and health and wellness services.
To qualify for the Reserved Living & Giving program on a complimentary basis, a client's
household must have and maintain $1,000,000 in Eligible Assets and Liabilities1 in a Nonretirement
Account(s)2 at Morgan Stanley. Assets held in a Retirement Account(s)3 are not considered Eligible
Eligible Assets and Liabilities generally include the following: Cash, Equities, Bonds, CDs, Alternative Investments (including Managed Futures), Unit Investment Trusts, Exchange-Traded Funds, Mutual Funds, 529 Plans,
Insurance, Annuities, outstanding balances on securities based loans (including Margin, Non-Purpose Margin,and Liquidity Access Line), and certain mortgage loans made by an affiliate of Morgan Stanley. Not all assets
or liabilities are considered Eligible Assets and Liabilities for purposes of either the Reserved Living & Giving
program or the Signature Access program.

1

2

Nonretirement Account means a brokerage, advisory or bank account other than a Retirement Account.

Retirement Account means a brokerage, advisory or bank account that is an Individual Retirement Account (“IRA”),
a Roth IRA, a Coverdell Education Savings Account, an account maintained for an employee benefit plan coveredby the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or an account maintained for aqualified retirement plan described in section 4975(e)(1)(A) of the Internal Revenue Code of 1986 (the “Code”).

3

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Assets and do not count towards your qualification for the Reserved Living & Giving program.
Additionally, from time to time, Morgan Stanley may invite clients, who do not otherwise
qualify, to participate in the program based on a number of qualitative factors as determined by
Morgan Stanley in its sole discretion, including (but not limited to) the client's longevity with
Morgan Stanley, number of accounts, usage of tools, fees paid (excluding Retirement Accountfees) and other factors.
Please note: While Reserved Living & Giving benefits are complimentary, they are notautomatic. When logged on to Morgan Stanley Online, eligible clients can enroll by clicking
on the Reserved Living & Giving banner in the new Launch Pad section on the right side of theMorgan Stanley Online homepage or on the Menu of the Morgan Stanley App. If they do not
use Morgan Stanley Online, a member of their Morgan Stanley team can help them enroll, or
go to msreserved.com or they can call the Reserved Client Service Center at 1-877-799-6772.
Again, there is no cost to enroll.
SIGNATURE ACCESSClients with $10,000,000 or more in Eligible Assets and Liabilities at the Firm may be eligible
for the highest tier of the Reserved Living & Giving program called Signature Access. There’s
no cost for the client to be enrolled in Reserved Living & Giving.
To qualify for Signature Access on a complimentary basis, a client's household must haveand maintain $10,000,000 in Eligible Assets and Liabilities in a Nonretirement Account(s) at
Morgan Stanley. Assets held in a Retirement Account(s) are not considered Eligible Assets anddo not count towards your qualification for the Signature Access program. Additionally, fromtime to time, Morgan Stanley may invite clients, who do not otherwise qualify, to participate
in the program based on a number of qualitative factors as determined by Morgan Stanley in its
sole discretion, including (but not limited to) the client's longevity with Morgan Stanley, numberof accounts, usage of tools, fees paid (excluding Retirement Account fees) and other factors.
Morgan Stanley may amend, supplement, modify or rescind any or all aspects of Reserved Living& Giving at any time. Such changes will be binding on you and will take effect when we specify.

The USA PATRIOT Act
Important Information About Procedures for Opening a New Account or Establishing a
New Customer Relationship.
To help the U.S. government fight the funding of terrorism and money laundering activities,
federal law requires all U.S. financial institutions to obtain, verify, and record informationthat identifies each individual or institution that opens an account or establishes a customer
relationship with Morgan Stanley. Federal law requires all U.S. financial institutions to obtain,
verify, and record information that identifies the Beneficial Owner(s) and Key Controller of alegal entity that opens an account or establishes a customer relationship with Morgan Stanley.
What this means for you: When you open a new account or enter into a new customer
relationship with Morgan Stanley, the firm will ask for your name, legal address, date of birth(as applicable) and other identification information. We will also require the same information
for the Beneficial Owner(s) and Key Controller of a legal entity. As appropriate, we may, in our
discretion, ask for additional documentation or information. If all required documentation or
information is not provided, Morgan Stanley may not be able to open an account or maintain arelationship with you.

Tax & Legal Disclosure
Morgan Stanley Smith Barney LLC, its affiliates, and its employees do not provide tax or legal
advice. Any taxpayer should seek advice based on the taxpayer’s particular circumstancesfrom an independent tax advisor.
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Account Protection
As a Morgan Stanley client, the protection provided your account(s) exceeds what the law
requires. While most brokerage firm clients are entitled to the protection provided throughSecurities Investor Protection Corporation (SIPC), at Morgan Stanley, you also receive protection
supplemental to SIPC, which is provided at no cost to you.
Please be aware of the following:• Morgan Stanley is required to comply with the protection standards set forth by the
Securities and Exchange Commission (SEC).
• W
 e maintain capital well in excess of the levels required by the SEC.
• Fully paid for and excess margin securities held in Morgan Stanley client accounts are segregatedfrom our assets in compliance with SEC Rule 15c3-3. The SEC and FINRA regularly audit thesafeguards and controls set up to protect client assets held in accounts at Morgan Stanley.
• SIPC protects cash held as free credit balances (“uninvested cash”) in a brokerage accountat the firm for customers in connection with the customers’ purchase or sale of securities
whether the uninvested cash is in U.S. dollars or denominated in non-U.S. dollar currency.
Uninvested cash held in connection with a commodities trade is not protected by SIPC.
Money market mutual funds, often thought of as cash, are protected as securities by SIPC.
• In the event of a forced liquidation of our firm, your uninvested cash and securities will be madeavailable to the trustee of these proceedings to transfer to you or to another broker-dealer.
• Morgan Stanley is a member of SIPC. SIPC protects client net claims up to $500,000, of
which up to $250,000 may be uninvested cash. Note that SIPC coverage does not protect
investors against securities fraud, as it only protects client assets in the event of brokerdealer insolvency.
• I n addition to this SIPC protection, in the unlikely event that client assets that were
not segregated are not fully recovered and SIPC protection limits have been paid,
Morgan Stanley’s supplemental insurance policy would be available to provide protection
above the SIPC limits. This coverage is subject to an aggregate firmwide cap of $1 billion,
with no per client limit for securities and a $1.9 million per client limit for the uninvested
cash balance portion of any remaining shortfall.
• I f a client maintains more than one account at Morgan Stanley in separate capacities(individual, joint, trust) each account would be protected by SIPC and the supplementary
protection up to the client and aggregate limits mentioned above. If a client maintains
more than one account at Morgan Stanley in the same capacity, all such accounts
maintained in the same capacity must be aggregated for SIPC and for the supplementary
protection limits.
SIPC and Excess of SIPC do not insure against losses due to market fluctuations or otherlosses that are not related to net-equity claims due to the insolvency of Morgan Stanley. SIPC
and Excess of SIPC apply to net claims for the value of most securities and uninvested cashin the exclusive possession and control of Morgan Stanley. Commodity and futures contracts,
currency and certain mutual funds, money market funds, annuities, life insurance and limited
partnerships, which may be redeemed directly from the issuer, carrier or their agents, aregenerally not covered by SIPC or Excess of SIPC coverage. Please be advised that you may obtain
information about SIPC, including the SIPC brochure, by contacting SIPC at 202-371-8300 orby visiting https://www.sipc.org.

FDIC Insurance
Certificates of Deposit (“CDs”) issued by FDIC member institutions that are purchased throughMorgan Stanley and deposit accounts maintained through Morgan Stanley Bank, N.A and
Morgan Stanley Private Bank, National Association (including but not limited to accounts inconnection with the Bank Deposit Program, Morgan Stanley savings programs, GlobalCurrency,
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checking accounts and savings accounts at Morgan Stanley Private Bank) are eligible for FDIC
insurance up to applicable U.S. dollar limits (visit https://www.fdic.gov or review the applicabledisclosure document for details).* Unless otherwise specifically disclosed to you in writing, otherinvestments and services offered through Morgan Stanley are not insured by the FDIC, are notdeposits or other obligations of, or guaranteed by, a bank, and involve investment risks, including
possible loss of principal amount invested. Morgan Stanley is a registered broker-dealer, not a bank.
We understand that a primary concern of yours is the safety of your assets. Our goal is not only
to help you achieve your financial objectives, but also to make every effort to ensure that yourassets are protected. We encourage you to review the brochure Your Assets Are Safeguarded at
Morgan Stanley, which is accessible via our website at: https://www.morganstanleyclientserv.
com/publiccontent/msoc/pdf/protection_customer_assets.pdf.
The brochure provides an overview of the regulatory protections you enjoy as a client of
Morgan Stanley, including the safekeeping and segregation of client assets, as well as theprotections afforded through SIPC, Excess of SIPC and FDIC insurance. If you would like more
information, please reach out to a member of the Morgan Stanley team servicing your account.

Firm Resilience and Crisis Management Program**
PURPOSE AND GOVERNANCE
Morgan Stanley’s resilience program is supported by dedicated teams within Firm Resilienceand Fusion Response. The Firm Resilience organization maintains global programs for BusinessContinuity Management (BCM), Disaster Recovery (DR), Third Party Resilience and Key Business
Service Resilience (collectively, the “Firm Resilience Programs”), which are designed to protect the
Firm while remediating a business continuity incident. During a business continuity incident, theFusion Response organization leads a rapid and comprehensive response and recovery operationin order to minimize business disruption. A business continuity incident is an interruption withpotential impact to normal business activity of the Firm’s personnel, technology, suppliers, and/or facilities. Such incidents might result from cyber-attacks, failure or loss of access to technology
and/or associated data, military conflicts, acts of terror, natural disasters, severe weather eventsand infectious disease, as examples.
The programs identify criticality of processes and supporting assets, identify options torecover assets during an incident, and establish the command and control structure for incident
management. The programs are tested annually.
The Firm Resilience and Fusion Response organizations have dedicated staff responsible
for management of the aforementioned programs. The Firm Resilience programs are governedby the Business Resilience Governance Committee. In addition, a Committee of the Board of
Directors and senior management oversee the program. For more detailed information about
our business continuity management program, please visit https://www.morganstanley.com/
wealth/investmentsolutions/pdfs/bus_cont_planning.pdf.

Summary of the Bank Deposit Program
Through the Bank Deposit Program (“BDP” or the “Program”), free credit balances are automaticallydeposited, or “swept” into interest-bearing FDIC-insured deposit accounts (“Deposit Accounts”)
established for you by, and in the name of, Morgan Stanley Smith Barney LLC as agent and custodian,* CDs are insured by the FDIC, an independent agency of the U.S. Government, up to a maximum amount of $250,000(including principal and interest) for all deposits held in the FDIC account ownership category (e.g., individual
account, joint account) per CD depository. For more information, visit the FDIC website at https://www.fdic.gov.
** Notice: The information contained herein is for informational purposes only, and no warranty of any kind is intended
with respect to the systems or business practices described. Provision of this information does not entitle the recipient to any contractual right that the practices described in the attached materials will continue to be maintained.
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at one or more Sweep Banks: Morgan Stanley Bank, N.A. (“MSBNA”) and Morgan Stanley Private Bank,
National Association (“MSPBNA” and, together with MSBNA, the “Morgan Stanley Sweep Banks”).
Certain non-affiliated banks, each an FDIC member (“Program Bank(s)” and collectively with theMorgan Stanley Sweep Banks, the “Sweep Bank(s)”) are part of the Program to provide funding value
benefits to Morgan Stanley. Free credit balances above $20,000,000 (the “Deposit Maximum”) areautomatically swept into a money market mutual fund (the “Sweep Fund”). The Deposit Accounts ateach Sweep Bank are demand deposit accounts (“DDA”). Your monthly Account statement will reflect
your balances in each Sweep Bank, and if applicable, the Sweep Fund.
Each Morgan Stanley Sweep Bank has a Deposit Limit of $498,000 for joint accounts and $249,000
for all other accounts. The Deposit Limit will be computed on a daily basis for the Morgan Stanley
Sweep Banks to be the lesser of $249,000 or the difference of $249,000 and the total of any otherdeposits held in the same FDIC account ownership category at the respective Morgan Stanley
Sweep Bank for all accounts except jointly held accounts. Any other deposits include positionsin the Morgan Stanley Savings Programs, GlobalCurrency, CDs, checking accounts and savings
accounts at MSPBNA. The Deposit Limit will continue to be $498,000 for Accounts held jointly by
two or more persons or entities. Deposit Limits, including those with the Program Banks, are set
slightly below the FDIC insurance thresholds to allow for accrued interest on the Deposit Accounts.
The Primary Sweep Bank is the Morgan Stanley Sweep Bank where your deposits will first be
made. Either MSBNA or MSPBNA will be your Primary Sweep Bank, and you will receive notice ofthe then-current order of the Morgan Stanley Sweep Bank upon the first deposit into the Program.
Morgan Stanley may change which of your Sweep Banks is Primary versus Secondary Sweep Bank.
If a change is made, we may transfer funds between the Morgan Stanley Sweep Banks in order toreallocate your deposits. Your monthly account statement will reflect your balances in each Sweep
Bank. Morgan Stanley will notify you with a written notice at least 30 calendar day prior to any
material change to the Program such as changes to the Deposit Maximum or Sweep Fund.
Deposits will first be made to your Deposit Accounts at the Primary Sweep Bank up to the Deposit
Limit, then to the other Morgan Stanley Sweep Bank (“Secondary Sweep Bank”) up to the Deposit
Limit. If your funds exceed the Deposit Limit at both the Primary and Secondary Sweep Banks,
deposits may be sent to one or more Program Banks, each up to the Deposit Limit. If any or all yourdeposits are not selected for the Program Banks as outlined in the "Eligibility and Computation
for Deposits to be Sent to Program Banks” section of the BDP Disclosure, on any given day, yourdeposits that exceed the Deposit Limit at the Secondary Sweep Bank will sweep to the Primary
Sweep Bank, up to the Deposit Maximum, even if the amounts in the Deposit Accounts at thePrimary Sweep Bank exceed the Maximum Applicable Insurance Limit. Once the deposited funds
reach the Deposit Maximum, any additional free credit balances will be swept into the Sweep Fund.
The Sweep Fund available for your Account is the Morgan Stanley Institutional Liquidity Funds
Government Securities Portfolio (symbol MGPXX). The Deposit Maximum and the Sweep Fundare subject to change with 30 days, prior written notice to you from Morgan Stanley.
Withdrawals from your Deposit Accounts will be made on a “last in, first out” basis, whichmeans that funds will be withdrawn first from your Sweep Fund and then from the Sweep Banksin the reverse order from which the funds were deposited.
You may contact us to exclude your deposits from being sent to any of the Sweep Banks, or
the Sweep Fund.
INTEREST RATES GENERALLYInterest rates on the Deposit Accounts are variable. Morgan Stanley and the Morgan Stanley
Sweep Banks reserve the right to change the methodology used to determine the interest rates
in their sole discretion and without prior notice to you. The Morgan Stanley Sweep Banks
generally set the rates on a weekly basis, but may set the rates more or less frequently. The rate
is generally based on a variety of factors including, but not limited to, prevailing economic andmarket conditions. Our ability to influence the rate on your Deposit Accounts presents a conflictof interest, as described below.
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INTEREST RATES AND TIERSInterest rates on Deposit Accounts will be tiered (“Tiered Rates”) based upon the value of Total
Deposit Balances in your BDP Pricing Group. Total Deposit Balances is the value of all deposits(including deposits in the Bank Deposit Program and in the Savings Program) across all accounts inyour BDP Pricing Group. Effective May 3, 2024, the Total Deposit Balance used to determine yourinterest rate tier will only include deposits in the Bank Deposit Program in your BDP Pricing Group.
Deposits in the Savings Program in your BDP Pricing Group will no longer be used to determine yourinterest rate tier. A BDP Pricing Group is a group of accounts that have the same address. In addition,accounts utilizing the same Social Security Number or Tax Identification Number in a household may
be included in a BDP Pricing Group even if the account address is different from the other accounts.
To review current interest rates and tiers, please visit https://www.morganstanley.com/
wealth-general/ratemonitor and for the BDP Disclosure Statement, please visit https://www.
morganstanley.com/content/dam/msdotcom/en/wealth-disclosures/pdfs/BDP_disclosure.pdf.
The current yield paid by the Sweep Fund will be among the factors used to determine therate for the highest interest rate tier.
FEE TO MORGAN STANLEY
The Morgan Stanley Sweep Banks will pay Morgan Stanley an annual account-based flat fee
for the services performed by Morgan Stanley with respect to the Program. The amount of thefee received by Morgan Stanley may affect the interest rate paid by the Sweep Banks on yourDeposit Accounts. Affiliates of Morgan Stanley may also receive a financial benefit in the form ofcredit allocations made for financial reporting purposes. No other charges, fees or commissions
will be imposed on your account as a result of or otherwise in connection with the Program.
Our affiliate, Morgan Stanley Investment Management (“MSIM”), serves and receives compensation
as the investment adviser to the money market funds that are available as part of BDP or as an alternative
if you are not eligible for BDP. You will bear a proportionate share of the applicable fund’s expenses
in which your account assets are invested. Morgan Stanley receives compensation from these funds
at rates that are set by the funds’ prospectuses and currently range, depending on the program inwhich you invest, from 0.10% per year ($10 per $10,000 of assets) to 0.25% per year ($25 per $10,000
of assets) of the total money market sweep fund assets held by our clients. Please review your sweep
money market fund’s prospectus to learn more about the compensation we receive from such funds.
CONFLICTS OF INTEREST AND OTHER BENEFITS
Morgan Stanley, the Morgan Stanley Sweep Banks and their affiliates may receive other financial
benefits in connection with the BDP. The Morgan Stanley Sweep Banks may use the cash balancesin their Deposit Accounts to fund certain lending activity. As with other depository institutions,the profitability of the Morgan Stanley Sweep Banks is determined in large part by the difference
between the interest paid and other costs incurred by them on the Deposit Accounts, and the interest
or other income earned on their loans, investments and other assets. Deposits in Deposit Accounts
provide the Morgan Stanley Sweep Banks with a stable, cost-effective source of lendable funds.
Morgan Stanley has added Program Banks to the Program in order to maximize the funding
value of the deposits in the Program for the Morgan Stanley Sweep Banks. On any given day, you
may have deposits that are sent to a Program Bank depending on the funding value considerationsof the Morgan Stanley Sweep Banks and the capacity of the depository networks that allocate
deposits to the Program Banks. In addition to the benefits to the Morgan Stanley Sweep Banks,
you may also benefit from having deposits sent to the Program Banks, by receiving FDIC insurance
on deposit amounts that would otherwise be uninsured.
Morgan Stanley has a conflict of interest to only utilize affiliated money market funds in BDPor as an alternative for clients that are not eligible for BDP, and those affiliated funds and shareclasses that pay Morgan Stanley more compensation than other funds and share classes. You
should understand these costs because they decrease the return on your investment. In addition,
Morgan Stanley receives revenue sharing payments from MSIM in the event a sweep fund waives
its fees in a manner that reduces the compensation that Morgan Stanley would otherwise receive.
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Under certain circumstances, all or a portion of the compensation Morgan Stanley receives fromMSIM and/or the sweep funds is paid to your Financial Advisor/Private Wealth Advisor based upon
Morgan Stanley’s standard compensation formulas. Morgan Stanley either rebates to clients or does
not receive compensation on sweep money market fund positions held by clients in our fee-based
advisory account programs. Please ask your Morgan Stanley Team if you have additional questions.
FDIC COVERAGE
Funds in the Deposit Accounts (principal and accrued interest) at each Sweep Bank are eligible
for FDIC insurance up to a specified amount per depositor (the “Maximum Applicable Insurance
Limit”) in each FDIC account ownership category (e.g., individual or joint). The Maximum
Applicable Insurance Limit is $250,000. Please keep in mind, however, that the Maximum
Applicable Insurance Limit is established per depositor.
Any deposits that you maintain in the same capacity directly with a Sweep Bank (including CDs),or through an intermediary (such as Morgan Stanley, another broker or depository network), will beaggregated with deposits in your Deposit Accounts at that Sweep Bank for purposes of the Maximum
Applicable Insurance Limit. You are responsible for monitoring the total amount of deposits that you
have with each Sweep Bank, in order to determine the extent of FDIC deposit insurance coverageavailable to you. We are not responsible for any insured or uninsured portion of a Deposit Account at
a Sweep Bank. Please visit https://www.fdic.gov for more information. Balances maintained in the
Deposit Accounts at each Sweep Bank are not protected by SIPC or any excess coverage purchased
by Morgan Stanley.
SIPC INSURANCE
Money market mutual funds and free credit balances are covered by the Securities Investor
Protection Corporation (SIPC). SIPC is a federal mandated U.S. nonprofit corporation that protects
customer assets from financial loss in the event a broker-dealer becomes insolvent.
SIPC covers securities that we hold in custody (stocks, bonds, notes) up to $500,000 per client
capacity (e.g., individual, joint) of which $250,000 may be free credit balance. Money market
mutual funds receive SIPC coverage as securities, not as cash. Funds in the BDP are covered by
FDIC insurance, not SIPC. Additional information about SIPC is available at https://www.sipc.org.
In addition to this SIPC protection, Morgan Stanley has purchased, at no cost to clients, a
supplemental insurance policy through certain underwriters at Lloyd’s of London and various
insurance companies. In the unlikely event that client assets are not fully recovered and SIPC
protection limits have been paid, this additional coverage would be available to provide protection
above the SIPC limits. This coverage is subject to an aggregate firmwide cap of $1 billion, withno per-client limit for securities and a $1.9 million per client limit for the cash portion of any
remaining shortfall. SIPC and excess of SIPC protection do not insure against losses due to market
fluctuations or other losses that are not related to claims due to the insolvency of Morgan Stanley.
SIPC and excess of SIPC protection are applied per customer for all Accounts designated in thesame capacity. Clients may obtain a more complete and definitive description of SIPC protection
by visiting https://www.sipc.org.
You could lose money by investing in a money market fund. Depending upon the type ofmoney market fund in which you invest, a fee may be imposed upon the sale of your shares
if daily redemptions in the fund’s shares exceed certain thresholds or due to other factors as
determined by the fund. An investment in the Fund is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal
obligation to provide financial support to the Fund, and you should not expect that the sponsor
will provide financial support to the Fund at any time. Any redemption or liquidity fees will
be described in your money market fund’s prospectus. The prospectus will also describe otherfees charged by the fund, as well as the fund’s strategy and risks. Please read the prospectus
carefully before investing. You may obtain a prospectus from us or from Morgan Stanley
Investment Management at www.morganstanley.com/funds/MGPXX.
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AUTOMATIC CASH SWEEPThe Bank Deposit Program will be your default sweep investment unless you are ineligible toparticipate in the Bank Deposit Program (e.g., certain entity types or persons residing outside theU.S.). The Bank Deposit Program is described in your account opening materials, as well as in the
Bank Deposit Program Disclosure Statement that can be found at https://www.morganstanley.
com/content/dam/msdotcom/en/wealth-disclosures/pdfs/BDP_disclosure.pdf. If you are ineligible
to participate in the Bank Deposit Program, any free credit balances in all of your accounts willautomatically sweep into one of the following based upon eligibility:• Institutional Liquidity Funds Government Securities Portfolio (available only if you are a
U.S. Person and are not eligible for the Bank Deposit Program, or if you exceed the Deposit
Maximum as defined in the Bank Deposit Program Disclosure)• Treasury Liquidity Fund – Cayman Islands Exempted Company that invests substantially all its
assets in Institutional Class of Morgan Stanley Institutional Liquidity Funds Treasury Portfolio, a
U.S. money market fund (Cayman Company is not governed by the U.S. Investment Company Act
and is available only if you reside outside the U.S. and not eligible for the Bank Deposit Program)• U.S. Government Money Market Trust (available only for individual retirement accounts
that are not eligible for the Bank Deposit Program)
For the purpose of this section, each of the above funds shall be referred to as a “money
market mutual fund.”3

Incoming Foreign Currency Wires

Unless you instruct your Financial Advisor otherwise, incoming foreign currency wires willautomatically be deposited in a savings deposit at Morgan Stanley Private Bank, National Association
if the currency is eligible for GlobalCurrency and your account is eligible for GlobalCurrency. If
the currency is ineligible or an appropriate account cannot be opened to facilitate the currency, thefunds will be returned to the remitter. The following currencies are eligible for GlobalCurrency:

Australian Dollar
British Pound Sterling
Canadian Dollar
Chinese Renminbi (Offshore)
Czech Koruna
Danish Krone
Euro
Hong Kong Dollar
Israeli New Shekel

Japanese Yen
Mexican Peso
New Zealand Dollar
Norwegian Krone
Singapore Dollar
South African Rand
Swedish Krona
Swiss Franc

GlobalCurrency allows clients to buy, hold and sell currency deposits at Morgan Stanley Private
Bank, National Association through their Morgan Stanley brokerage account. Eligible accounts
include BSA,* AAA, CashPlus, Business BSA and Business AAA accounts. GlobalCurrency savings
deposits may earn interest, and rates are variable. These savings deposits are also eligible for FDIC
insurance up to their U.S. dollar equivalent limits, but that insurance does not protect against
losses due to exchange rate movements.
Withdrawals from GlobalCurrency savings deposits are subject to a markup of 3-150 basis
points if you convert the funds to another currency, including U.S. dollars. If you do not wish3

 ur affiliate, Morgan Stanley Investment Management, serves as the investment adviser to the listed moneyOmarket mutual funds. Morgan Stanley receives revenue-sharing compensation from Morgan Stanley Investment
Management based upon the amount of assets held by clients in these money market mutual funds.

* B SA and Business BSA accounts are no longer offered; however, existing BSA and Business BSA accounts
remain eligible for GlobalCurrency.
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to convert the funds, you may wire them for a $50 fee. For current offerings and interest rates,
please visit https://www.morganstanley.com/globalcurrency.

Certain Electronic Fund TransfersYour Account may be eligible for a variety of electronic fund transfers (“EFTs”) that are subject
to separate service agreements. These may include our Online Payments (Bill Pay) service or ourFunds Transfer Service (“FTS”). Please contact your Financial Advisor for further information
about these services.
In addition, if you use EFTs to receive or transfer funds to or from your Account (forexample, if you use a direct deposit service or a bill payment service through a third party or
if you authorize a merchant or payee to make an electronic payment from your Account using
information from your check to pay for purchases or bills) (collectively, “Covered EFTs”), youagree that you are subject to the following terms and conditions.
REJECTED COVERED EFTs
Covered EFTs to or from your Account may be rejected for reasons including, but not limited
to, insufficient funds. Partial fund transfers are not permitted. If a Covered EFT is rejected for
insufficient funds, you will be charged a $25.00 fee.
RECORD OF COVERED EFTs
Your monthly Account statement will list the Covered EFTs in your Account.
If you have arranged to have direct deposits made into your Account, you can call us at
800-869-3326 to find out whether or not the deposit has been made.
BUSINESS DAYS
For purposes of these disclosures, our business days are Monday through Friday. Holidays are
not included.
CONTACT IN THE EVENT OF UNAUTHORIZED TRANSFERS
If you believe that a PIN, card or code that can be used to access your Account has been lostor stolen, or that someone has transferred or may transfer money from your Account without
your permission, call us at 800-869-3326 (if you are calling from outside the United States, call
us collect at 801-902-6997) or write us at Morgan Stanley, Client Correspondence Department,
PO Box 95002, South Jordan, UT 84095. You should also call this number or write to this address
if you believe a transfer has been made using the information from your check without yourpermission.
YOUR LIABILITY FOR UNAUTHORIZED EFTs
Tell us AT ONCE if you believe that a PIN, card or code that can be used to access yourAccount has been lost or stolen, or if you believe that an electronic fund transfer has been madewithout your permission using information from your check. Telephoning is the best way ofkeeping your possible losses down. You could lose all the money in your Account. If you tell us
within two Business Days after you learn of the loss or theft, you can lose no more than $50 if
someone used your PIN, card or code, or information from your check without your permission.
If you do NOT tell us within two Business Days after you learn of the loss or theft and we
can prove we could have stopped someone from using your PIN, card or code, or informationfrom your check without your permission if you had told us, you could lose as much as $500.
Also, if your statement shows transfers that you did not make, including those made by
PIN, card, code or other means, tell us at once. If you do not tell us within 60 days after thestatement was mailed to you, you may not get back any money you lost after the 60 days if we
can prove that we could have stopped someone from taking the money if you had told us in
time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we will
extend the time periods.

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OUR LIABILITY
If we do not complete an electronic funds transfer to or from your Account on time or in
the correct amount according to our Agreement with you, we will be liable for your losses ordamages. However, there are some exceptions. We will not be liable, for instance:
1. If, through no fault of ours, you do not have enough money in your Morgan Stanley Accountor external account to make the transfer;
2. If an automated teller machine where you are making the transfer does not have enough cash;
3. If a terminal, operating system or software used to make the transfer was not functioning
properly and it was evident to you at the time when you started the transfer;
4. If circumstances beyond our control (such as fire or flood) prevent the transfer, despite
reasonable precautions that we have taken;
5. If the failure to complete a transaction on time or in the correct amount was caused by a third party;
6. I f the failure to complete a transaction on time or in the correct amount was caused byactions we have taken to address the security of our systems or your information;
7. If the transaction or related funds are subject to legal or regulatory encumbrance or otherprocess preventing or restricting the transfer;
8. If we revoked or suspended your Account for inactivity or other reason in our discretion;
9. If you provided inaccurate or incomplete information regarding the transfer;
10. If the transfer appears suspicious, fraudulent or unauthorized, and we cannot confirm that it
is a legitimate transfer, or if the transfer is (or appears to be) prohibited by law, the National
Automated Clearing House Association (“NACHA”) rules or any payment system rules; or
11. I n the event of any other exceptions stated herein, or permitted by applicable law.
Notwithstanding the foregoing, Morgan Stanley will not be responsible or liable for any
consequential, incidental, exemplary, special, punitive or indirect damages you may suffer as aresult of (i) our failure to complete a transfer to or from your Account on time or in the correct
amount, or (ii) funds that are otherwise improperly transferred.
IN CASE OF FTS TRANSFER ERRORS
Call our Client Service Center toll-free at (800) 688-3462 (or if you are calling from outside
the United States, you can call us collect at (801) 902-6997), or write us at Morgan Stanley, Client
Correspondence Department, P.O. Box 95002, South Jordan, UT 84095, as soon as possible, if you
think that your statement or receipt is wrong or if you need more information about a transfer
listed on a statement or receipt. We must hear from you no later than sixty (60) calendar days after
we sent the FIRST statement on which the error appeared.
1. P
 rovide your name and account number as it appears on your Morgan Stanley Account.
2. Describe the error or the transfer you are unsure about, and explain as clearly as you can
why you believe it is an error or why you need more information.
3. P
 rovide the dollar amount of the suspected error.
If you tell us this information verbally, we may require that you also notify us in writing within
10 Business Days. The term “Business Days” means Monday through Friday, but bank holidays
and holidays when the New York Stock Exchange is closed are not included.
We will determine whether an error occurred within 10 Business Days after we hear fromyou and will correct any error promptly. If we need more time, however, we may take up to 45
calendar days to investigate your complaint or question.
For errors involving new Accounts, bank cash terminals or foreign-initiated transactions, we
may take up to 90 calendar days to investigate your complaint or question.
We will tell you the results within three Business Days after completing our investigation.
If we decide that there was no error, we will send you a written explanation. You may ask forcopies of the documents that we used in our investigation.
If you are a natural person and have established your Account primarily for personal,
family or household purposes, the following sections also apply to you.

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PREAUTHORIZED PAYMENTS• Right to stop payment and procedure for doing so. If you have authorized us in advanceto make regular payments out of your Account, you can stop any of these payments.
Here’s how:Call us at 800-869-3326, or write us at Morgan Stanley, Attn: Client Correspondence
Department, PO Box 95002, South Jordan, UT 84095, in time for us to receive your request
three Business Days or more before the payment is scheduled to be made. If you call, we may
also require you to put your request in writing and get it to us within 14 days after you call.
(We will charge you $25.00 for each stop-payment order you give.)• Notice of varying amounts. If these regular payments may vary in amount, the person you
are going to pay should tell you, 10 days before each payment, when it will be made andhow much it will be.
• Liability or failure to stop payment of preauthorized transfer. If you order us to stop one ofthese payments three Business Days or more before the transfer is scheduled, and we do
not do so, we will be liable for your losses or damages.
TRANSFER TYPES AND LIMITATIONS
Account Access: You may use EFTs to (1) withdraw cash from your Account; (2) make deposits
to your Account; (3) transfer funds between your Account and other accounts you hold; (4) pay
for purchases from merchants; or (5) pay bills directly from your Account.
Limitations on Dollar Amounts of Transfers: Online Bill Pay cannot exceed $250,000. EachFTS must be greater than $1 and may be made for up to $99,999,999,999.99 to your Account,provided that there are sufficient funds to cover the transfer.
CONFIDENTIALITY
We will disclose information to third parties about your Account or the Covered EFTs
you make:• Where it is necessary for completing or correcting transfers; or• I n order to verify the existence and condition of your Account for a third party such as acredit bureau or merchant; or• I n order to comply with government agency or court order; or• If you give us your written permission; or• A s otherwise disclosed in our U.S. Privacy Policy found at https://www.morganstanley.
com/disclaimers/us-privacy-policy-and-notice.

Conflicts of Interest and Other Information
Similar to other global financial service providers, Morgan Stanley faces conflicts of interest in thenormal course of business. While we recognize that certain conflicts of interests exist, including
conflicts associated with the recommendations we make, we have taken a variety of steps throughpolicies, procedures and/or oversight that are reasonably designed to manage them effectively. In
addition, we expect all of our employees to maintain the highest standards of ethical behavior in
dealing with our clients. This high level summary is not intended to be inclusive of all conflictsof interest that might exist with respect to a particular transaction. Additional information may
be provided in the Client Relationship Summary, product prospectuses, trade confirmations
and offering or marketing materials. Please see the product specific sections of this document
or contact your Financial Advisor for more information.
I. MORGAN STANLEY INDIVIDUAL COMPENSATION STRUCTURE
The compensation structure for Financial Advisors and Branch Managers results in conflictsof interest between clients and Financial Advisors and Branch Managers. Morgan Stanley engages
in strict oversight of Financial Advisors’ and Branch Managers’ activities to manage theseconflicts. Financial Advisors and Branch Managers earn compensation and/or benefits basedon the revenue Morgan Stanley earns from client transactions, including referral fees or other
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compensation earned from transactions with affiliates4 or third parties. As revenue increases,
a Financial Advisor’s and a Branch Manager’s compensation and/or benefits will increase. This
compensation structure means that Financial Advisors have a financial interest in charging more
for transactions where they have the discretion to do so, or recommending those transactions
that generate higher amounts of revenue for Morgan Stanley and compensation to the Financial
Advisors and the Branch Manager, rather than those transactions that generate lower amountsof revenue. In a brokerage account, a Financial Advisor has an incentive to recommend moretransactions or to break transactions into smaller increments that might generate higher
and more frequent commissions or revenues. In an investment advisory account, a Financial
Advisor has an incentive to recommend that you add more assets to your account, as it will
generate a higher asset-based fee. For a client with retirement assets in a qualified retirement
plan (“QRP”) or individual retirement account (“IRA”) held at another financial institution,a Financial Advisor has an incentive to recommend that the client roll over or transfer thoseretirement assets to a QRP or an IRA at Morgan Stanley, as the Financial Advisor can generally
expect to earn compensation and/or benefits based on the transaction-based revenue or assetbased fee Morgan Stanley earns from the QRP or IRA at Morgan Stanley, but generally will notearn compensation and/or benefits if the assets remain in the QRP or IRA at another financial
institution. Certain employees (including Financial Advisors and their Branch Managers or
support staff to whom FAs have allocated a portion of their revenue) may be paid compensationthat varies depending on (i) the type of account (i.e. brokerage vs. investment advisory), (ii) thetype of product (including share classes of products), service or strategy recommended to a client,
and/or (iii) the size, timing, tenor, duration or frequency of the recommended transaction(s). As
a result, Financial Advisors may receive more or less compensation if, for example, clients selectcertain products over others or if they purchase products in larger quantities. Similarly, there
may be alternative ways to achieve the same or a similar investment objective which may carrydifferent costs. Some product compensation structures may contain disincentives to discourage
discounting. Recommending a sale soon after purchase of a new issue security or just prior toa security’s maturity or announced call date, and selling securities that are likely to be calledaway by the issuer or otherwise result in the need for “rolling” transactions, may all result inincreased trading and costs in your account. In addition, while there are limitations on theamount a Financial Advisor can charge as a percentage of your transaction size, some products
may not have a maximum (or cap) on the dollar amount that may be charged. Financial Advisors
may also have an incentive to recommend transactions where the benefit to the client is limited
after taking into account the costs of the transaction.
For the Fully Paid Lending Program, Financial Advisors may be incentivized to recommend
more transactions in “hot stocks” in order to generate additional compensation through thecommission on the initial buy transaction followed by Fully Paid Lending compensation on theloan of such “hot stock.”
Additionally, Morgan Stanley pays certain of its Financial Advisors recruiting and retentioncompensation based on certain milestones relating to the Financial Advisor’s assets undermanagement and/or the amount of revenue generated from client transactions. This compensation
structure increases the Financial Advisor’s and the Branch Manager’s financial interest in
maximizing revenue from client transactions and/or increasing the amount of client assets at
Morgan Stanley, including in the situations described above. Please visit http://www.finra.org/sites/
default/files/Broker-Dealer-Recruitment-Disclosure.pdf to access an educational communication
about important considerations in determining whether to transfer assets to Morgan Stanley.
See the section below titled “How Morgan Stanley Compensates your Financial Advisor” formore information.
4

 ur affiliates include companies with a Morgan Stanley name such as, Morgan Stanley & Co. LLC andO
Morgan Stanley Investment Management; companies with a Solium name, an E*TRADE name, an Eaton Vance
name, which also includes Parametric, Atlanta Capital and Calvert.
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II. MORGAN STANLEY REVENUE ARRANGEMENTS
The ways that Morgan Stanley and its affiliates generate revenue result in conflicts of interest
between clients and Morgan Stanley in certain situations.
The revenue Morgan Stanley and its affiliates earn from a client’s transactions or assets varies
based on a number of factors, including Morgan Stanley’s or its affiliates’ role, the type of products
or services selected, method of distribution, whether the transaction is in the primary or secondary
market, where the order is routed for execution, whether Morgan Stanley or your Financial Advisor
is eligible to receive a referral fee, revenue sharing or other compensation from an affiliate or athird party, whether a product or service is provided by Morgan Stanley or a third party and, incertain cases, which third party is providing the product or service to the investor as different
third parties compensate Morgan Stanley at different rates for comparable products and services.
Morgan Stanley and its affiliates generally earn more revenue on the sale to a client of a proprietaryproduct (a product that is managed, issued, underwritten, placed or sponsored by Morgan Stanley
or any of its affiliates) or proprietary service as compared to a third-party product or service. For
certain products and services offered or available to clients, Morgan Stanley or its affiliates are theprimary or the only source or provider of such products, services or secondary market liquidity forsuch products and can control the price of, or rate charged on, such products or services. Similarly,
Morgan Stanley generally earns more revenue when it or its employees act as a client’s portfolio
manager than when a third party is engaged as a manager in an investment advisory program.
When acting as index sponsor or calculation agent, MS may engage in activities that may present
conflicts of interest and that may affect the level of the index, including: transactions involving
index components; providing banking, advisory or other services to issuers of index components;
and issuing derivatives or engaging in hedging transactions in respect of index components.
As a result, Morgan Stanley has a financial interest in Financial Advisors recommending those
types of products or services, or those suppliers of products and services (including Morgan Stanleyitself ), that generate more revenue for Morgan Stanley or its affiliates.
III. ADDITIONAL PAYMENTS FROM THIRD PARTIES AND AFFILIATES
Financial Advisors may recommend, and clients may purchase, products and services provided by
Mutual Fund companies and other product providers (including Morgan Stanley and its affiliates).
In addition to revenue sharing arrangements between these providers and Morgan Stanley (seeSection II above), some suppliers pay additional compensation to Morgan Stanley in exchange
for sales data analytics and provide reimbursement for education and training expenses for
Morgan Stanley employees, (including Financial Advisors) and/or clients. This creates an incentive
for Morgan Stanley and Financial Advisors to recommend products or services from the providers
that make these additional payments to Morgan Stanley, rather than from providers that do notor that pay a lower amount.
IV. AFFILIATES' TRADING AND OTHER ACTIVITIESMorgan Stanley is part of a global financial services firm and, together with our affiliates,
Morgan Stanley is engaged in the investment banking, securities and investment management
and lending businesses. As part of these businesses, we are engaged in a variety of services,such as securities underwriting, distribution, trading and brokerage activities, lending, foreignexchange, commodities and derivatives trading, prime brokerage, private placement as well as
providing investment banking, financing and financial advisory services. In connection withthese various activities, certain conflicts of interest arise in certain situations.
Trading Activities
Orders for certain transactions may be referred, introduced or routed through an affiliate ofMorgan Stanley and could generate additional revenue for Morgan Stanley from third parties,
through payment for order flow or other compensation arrangements. Trades can also be routed
to facilities, exchanges or venues in which Morgan Stanley has a financial interest.

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When executing a securities transaction at the request of a client, the timeliness or speed withwhich the trade is completed, and/or the price at which the trade is executed could negatively
impact the investor while positively impacting Morgan Stanley, a Financial Advisor or another
Morgan Stanley client.
Morgan Stanley’s, its employees’ and its affiliates’ trading patterns, including (among otherthings) trading and hedging activities, and its and their facilitation of their clients’ trading andhedging activities, may negatively impact the price, rate charged or payable on, or availability of
securities or positions that a client holds, or would like to hold.
As part of its trading or Investment Management activities Morgan Stanley or its affiliates
may hold a security that is also held by a client, but the two parties may have conflicting interestsin the direction of price movements (e.g., Morgan Stanley is net short a stock, while the investor
is net long). In addition, Morgan Stanley or its affiliates may take a position with respect to a
corporate action, such as a bankruptcy, reorganization or other voting matter, serve on a creditor’scommittee or hold another position of influence that conflicts with the interests of investors.
Morgan Stanley and its affiliates may also be involved in regulatory and industry initiatives that
impact clients directly or indirectly. For example, affiliates of Morgan Stanley participate on
central bank committees that are selecting alternative benchmark interest rates and developing
transition plans for trading these new rates.
Certain products are subject to availability which may not meet client demand. In situations
where a limited quantity of a product or security is available, for example initial public offeringsand other syndicated transactions, Morgan Stanley and/or a Financial Advisor must decide towhich investor a particular product is offered, resulting in conflicts between Morgan Stanley’sclients. These decisions may be based on a number of factors including the amount of revenue
generated by a particular client for Morgan Stanley and/or the Financial Advisor.
Financial Advisors may be incentivized to provide better terms, such as discounts, to clientsthat generate higher amounts of revenue or do more transactions with the Financial Advisors,
or may facilitate cross trades between customers. Such activity may create conflicts between
Morgan Stanley’s clients and between Morgan Stanley, Financial Advisors and clients.
Content generation and ideas for trades and other investment activities may in some cases be
produced by areas within the Firm that hold positions or engage in other investment activities
that are the subject of the content and trade or other investment ideas.
Investment Banking and Underwriting Activities; Other Relationships with
Security Issuers
Morgan Stanley’s affiliates provide investment banking and other services to a wide variety
of clients. Investors may hold securities of these clients and Morgan Stanley may, from time
to time, recommend the purchase or sale of these securities and Morgan Stanley may earn
additional compensation as a result. These activities may occur while affiliates of Morgan Stanley
are assisting the issuers of those securities in connection with transactions that may adversely
impact investors’ transactions in those securities.
Where Morgan Stanley or an affiliate is underwriting or distributing a particular offering,Morgan Stanley may be incentivized to approve securities for distribution to Wealth Management
clients in support of its affiliate’s client business or recommend securities transactions to assist
its affiliate in selling an offering that is undersubscribed.
There may be periods during which Morgan Stanley is not permitted to recommend or initiate
certain types of transactions in the securities of issuers for which Morgan Stanley or its affiliates
are providing broker-dealer or investment banking services or where Morgan Stanley or its
affiliates have material non-public information about such issuers.
Morgan Stanley provides various services to security issuer clients and their employees, including
stock plan services and financial education for which Morgan Stanley receives compensation. Also,in the event of corporate actions with respect to securities held in client accounts, to the extent
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such corporate actions result in exchanges, tender offers or similar transactions, Morgan Stanley
and/or its affiliates may participate in and/or advise on such transactions and receive compensation.
Syndicate Offerings
Securities available in syndicate offerings, including shares in Initial Public Offerings (IPOs),
are often limited. Given the limited availability of some offerings, many clients will not have an
opportunity to invest in these syndicated offerings (or, if they do, they generally will receive
smaller allocations than they requested). Accordingly, if a client submits an offer to purchasesecurities in a syndicate offering, Morgan Stanley is not obligated to accept the offer or allocate
securities to the client.
Generally, syndicate shares are allocated to Financial Advisors via a formula that includes
several factors, including, but not limited to, the Financial Advisor’s previous participation in
the firm's syndicate offerings and non-syndicate revenue, which may create an incentive forFinancial Advisors to participate in more syndicate offerings. Financial Advisors make client
allocations based on a number of factors including those which may favor clients who generate themost revenues for Morgan Stanley or most consistently participate in such syndicated offerings.
Investment Management Activities
In connection with its Investment Management business, affiliates of Morgan Stanley may holdpositions in securities that are also held in client accounts. The investor and Morgan Stanley’s
affiliates may have different interests in the direction of price movements in these securities(e.g., Morgan Stanley is long a stock, but investor is short the same stock).
Research Activities
Morgan Stanley and its affiliates do and seek to do business with companies and funds coveredby its Research Departments. As a result, clients should be aware that Morgan Stanley and/or
its affiliates have a conflict of interest that could affect the objectivity of its research and otherinvestment materials. In addition, research, content and ideas for trades and other investment
activities are generated by Morgan Stanley’s or its affiliates’ Research Departments, sales andtrading personnel, and WM Global Investment Office. Morgan Stanley or its affiliates could holdpositions or engage in other investment activities that are the subject of the content, resulting in
Morgan Stanley disseminating to its clients research or trading ideas or strategies that, if acted
upon by clients, may benefit Morgan Stanley’s or its affiliates principal trading, investment banking
or investment management activities, as applicable.
Cash Management and Lending Activities
Morgan Stanley and its affiliates offer cash management and lending products and services to
its Wealth Management clients. Clients engaging with securities based lending products have theopportunity to preserve their investment portfolios pledged as collateral while obtaining competitive
interest rates on funds borrowed (subject to risks of market fluctuation and maintenance calls).
Financial Advisors may recommend use of securities based lending as a strategic tool for a client
where appropriate because of the aforementioned advantages, but they may also have a conflictof interest in preserving assets under management and recommending use of leverage rather
than liquidation of assets. Financial Advisors are also compensated when their clients borrowfunds; for further details on compensation, see the section below titled “How Morgan StanleyCompensates your Financial Advisor” for more information. Morgan Stanley and its affiliates
receive financial benefits in connection with the Bank Deposit Program that may be greaterthan the fees earned by Morgan Stanley and its affiliates from managing and distributing otheroptions available to you as a sweep investment.
Referral from E*TRADE
Employees of our E*TRADE from Morgan Stanley channel may refer clients to Morgan Stanley
Financial Advisors. Should those clients elect to open a full-service Morgan Stanley account, thereferring employee will receive compensation and as a result, has an incentive to make a referral.
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V. OUTSIDE BUSINESS ACTIVITIES & INVESTMENTS; GIFTS AND ENTERTAINMENT
Morgan Stanley employees, including Financial Advisors, could engage in outside businessactivities and investments or have outside or pre-existing relationships with product or service
providers that conflict with their job responsibilities or that could influence recommendations
they make to clients.
In addition, employees may receive (in amounts subject to Morgan Stanley policy), gifts,
entertainment or reimbursement of certain training and education expenses from third-party
product or service providers, creating an incentive to recommend the products or services of those
providers. Employees may also receive gifts or entertainment from clients, creating a potential
incentive to provide preferential treatment to the gifting client over others.
VI. INFORMATION ABOUT INVESTMENT ADVISORY PROGRAMS
For information related to conflicts of interest within Morgan Stanley’s investment advisory
programs, please refer to the ADV Brochure for your specific program. ADV Brochures canbe found at http://www.morganstanley.com/adv.
OTHER INFORMATION
Brokerage vs. Investment Advisory Capacity: All recommendations regarding your brokerage
account will be made in a broker-dealer capacity, and all recommendations regarding your investment
advisory account will be made in an advisory capacity. When we make a recommendation to you,we will expressly tell you orally which account we are discussing, in the event you have both abrokerage and investment advisory account. If we have not yet recommended an account typeor you do not have an existing account with us, our recommendations will be made in both abrokerage and investment advisory capacity.
Supplementing, clarifying and updating these written disclosures: The disclosures contained
within this Important Account Information for Full-Service Accounts booklet may be supplemented
or clarified with additional information from time to time. For example, additional information
may be provided before or after a product purchase in a prospectus or trade confirmation. Or,
product information may be contained in point of sale disclosure documents that will be provided
you at the time you purchase a product. Your Financial Advisor can provide you information
about where these important disclosures can be found for a particular product. The information
contained within this Important Account Information for Full-Service Accounts booklet will
generally be updated on a quarterly basis, or more frequently as required, in a booklet titled “FYI”
that is delivered with your account statement, either in paper or electronic form depending on
the election you have made.
Limitations on Product Availability: Financial Advisors may lack certain licensing or areotherwise limited in the products they can recommend. For example, some Financial Advisors
may only be licensed to recommend and provide brokerage services, meaning that they cannot
recommend or service investment advisory accounts. In the event your Financial Advisor is limitedin the products they can offer as described above, we will provide you disclosure of this fact and/or may refer you to another Financial Advisor or area of Morgan Stanley that can provide thedesired product or service. Product availability may also be limited depending on whether youraccount is serviced by a branch based Financial Advisor or Morgan Stanley Virtual Advisor, which
generally offers a more limited menu of products and services at a reduced cost. In both brokerageand investment advisory accounts, we offer a wide variety of products and services but may limit
the products available to you based upon factors such as account limitations and client eligibility
requirements. Only products approved by a Morgan Stanley product committee can be purchased
through Morgan Stanley accounts. We generally do not offer products unless the product provider
has entered into an agreement with us and in most cases agrees to make payments to us. Certain
investment products, such as mutual funds, will only be available for purchase if the investment
provider has agreed to pay us revenue share or sub-accounting fees. In brokerage accounts, we
keep this revenue; in investment advisory accounts, we refund this revenue to clients.
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Certain investment advisory account programs limit the types of investment products you will
be able to purchase. In addition, products are available in certain investment advisory programs
only if they have been approved by our Global Investment Manager Analysis group (“GIMA”).
Generally, your investment advisory account will not be able to buy a security from or sell asecurity to us or an affiliate, absent your specific consent. This is called a principal trade.
The Morgan Stanley Bank Deposit Program (“BDP”) will be your only sweep investment option forboth brokerage and investment advisory accounts, except in very limited circumstances. We and our
sweep bank affiliates derive financial benefits from those deposits. You can also instruct us to investthat cash in a non-sweep investment product. For more information on the BDP, please visit https://www.morganstanley.com/content/dam/msdotcom/en/wealth-disclosures/pdfs/BDP_disclosure.pdf.
Our Investment Approach: To the extent we provide you with recommendations, the firm andits Financial Advisors will recommend products and services to you consistent with your risk
tolerance, investment objectives and financial situation. In addition, if you have identified a goal
to the firm and/or your Financial Advisor our recommendations will be consistent with assisting
you in meeting that goal.

How Morgan Stanley and Your Financial Advisor
Are Compensated
HOW MORGAN STANLEY IS COMPENSATED BY YOU
Depending on the types of relationships you establish and the ways you choose to do businesswith us, Morgan Stanley may be compensated for the services we provide through transaction
commissions and markups, asset-based fees and other fees and charges.
BROKERAGE
For brokerage activity, we offer transaction-based pricing in which you pay commissions,sales loads, markups/markdowns or other fees for each transaction you and your Financial
Advisor execute. You can conduct transaction-based business in virtually all financial products
and services within an Active Assets Account or in retirement, education savings, or otheraccounts we offer.
INVESTMENT ADVISORY
In our investment advisory programs, you generally pay an asset-based fee, payable monthly
in advance based on the total value of the assets in your investment advisory account at the end of
the previous month. Unless otherwise noted, the asset-based fee generally covers the investment
advisory services provided by Morgan Stanley as well as trading, execution, custody and reporting
services that are provided by us in our capacity as a broker dealer. In certain of our advisory
programs, you may additionally select to engage the discretionary investment advisory services ofan affiliated or unaffiliated manager, for which you will pay a separate advisory fee. The asset-based
fee does not cover expenses paid within any exchange-traded funds or mutual funds you may own.
You may select from our comprehensive suite of managed account programs, which are designed
for various levels of investment experience and sophistication, with asset minimums that startas low as $1,000. Depending upon the program, your investment advisory account may include
stocks, bonds, money market funds, mutual funds, exchange-traded funds and cash. You canestablish investment advisory relationships for your retirement or trust accounts in addition to
your personal investment accounts. If you select one of our nondiscretionary advisory programs,
your Financial Advisor will provide investment advice, but you will retain decision-making
authority over your account.
LENDING SERVICES
Morgan Stanley offers a variety of lending products to individuals and businesses. We arecompensated for these services in primarily two ways: through fees when the loan or line of
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credit is initially established and/or through ongoing interest charges. These fees and payments
depend on the type, structure and duration of the advance.
For margin and Express CreditLine, you are not charged upfront fees. Normally, ongoinginterest charges are calculated and paid based on a variable interest rate. Unless otherwise
instructed, interest charges are capitalized on a monthly basis. Principal is usually repaid atyour discretion, although we may exercise our rights under our agreement with you at any
time, including but not limited to, if there is a collateral shortfall.
For a Liquidity Access Line, which is a securities-based loan/line of credit product, the lenderof which is either Morgan Stanley Private Bank, National Association or Morgan Stanley Bank,
N.A., as applicable, each, an affiliate of Morgan Stanley Smith Barney LLC, clients are typicallynot charged upfront fees to set up the line of credit.5 Various loan structures can be establishedin one loan account, including a variable rate advance and fixed-rate advance. Unless otherwise
instructed, interest charges are capitalized on a monthly basis. Fixed-rate advances may carry
prepayment fees, which can be substantial based on prevailing interest rates, and we can provide
additional details upon request. The ongoing principal and interest payments depend on the type,structure and duration of the loan. Principal is usually repaid at the client’s discretion, although
Morgan Stanley Private Bank, National Association or Morgan Stanley Bank, N.A., as applicable,
may exercise its rights under its agreement with you at any time, including, but not limited to, if
there is a collateral shortfall. You can also request that Morgan Stanley Private Bank, National
Association or Morgan Stanley Bank, N.A., as applicable, establish a standby letter of credit
on your behalf, which would be backed by your Liquidity Access Line. Fees on standby lettersof credit are based on the issuance amount of the letter of credit. Fees, interest and principal
payments are paid to Morgan Stanley Private Bank, National Association or Morgan Stanley
Bank, N.A., as applicable. The proceeds from a non-purpose Liquidity Access Line loan/line ofcredit (including draws and other advances) may not be used to purchase, trade, or carry marginstock; 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.
Morgan Stanley Private Bank, National Association, an affiliate of Morgan Stanley, offers avariety of Tailored Lending loan solutions; some may require upfront fees in addition to interest
payments based on the type, structure and duration of the loan. The proceeds from a Tailored
Lending loan/line of credit (including draws and other advances) generally may not be used topurchase, 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 otherbrokerage account.
Residential mortgage loans are made by Morgan Stanley Private Bank, National Association,
an Equal Housing Lender, an affiliate of Morgan Stanley Smith Barney LLC. Some loans may
involve an origination fee, which is typically up to one percent of the principal amount of theloan, and/or an application fee and closing costs. The proceeds from a residential mortgage loan(including draws and advances from a home equity line of credit) are not permitted to be used topurchase, trade or carry eligible margin stock; repay margin debt that was used to purchase, tradeor 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.
OTHER COMPENSATION
Morgan Stanley and its affiliates may earn compensation in other, more indirect ways withregard to certain of the products you purchase or services you receive. For example, Morgan Stanley5 lients may be responsible for fees of a third-party law firm engaged by Morgan Stanley Private Bank, National
C
Association or Morgan Stanley Bank, N.A. to review complex Liquidity Access Line transactions (e.g., reviewof trust agreements). Clients will also be charged a fee for the issuance of a letter of credit, prepayment ofprincipal on fixed-rate advances and upon a client’s request for certain cash management services (e.g., duplicate
statement and check reorders).
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may earn compensation in connection with the provision of investment banking, prime brokerage,
institutional brokerage or placement agent services, as well as stock loan or other lending, moneymanagement or trading-desk activities. Certain investment vehicles may include securities
of Morgan Stanley’s parent or other affiliates and companies in which Morgan Stanley or its
affiliates make a market or the officers or employees of Morgan Stanley or Morgan Stanley’s
affiliates own securities.
If your account was referred to us by one of our affiliates, including but not limited toMorgan Stanley and Co. LLC or Morgan Stanley Investment Management Inc., we may compensate
our affiliate for referring your account to us. If your account was so referred to us, we may pay ouraffiliate a fixed fee, a percentage of the transaction-based compensation or a percentage of the
management fees paid to us by you. You will pay us an advisory fee or transaction compensation,
depending on the account type you open, that clients ordinarily pay to us for our services. You will
not pay us or our affiliate that referred you to us any additional compensation for this referral.
HOW MORGAN STANLEY COMPENSATES YOUR FINANCIAL ADVISORYour Financial Advisor’s compensation is based primarily on the fees and commission thatyou pay us. In general, your Financial Advisor receives a portion of Morgan Stanley’s fees andcommissions as gross revenue credits, and we pay our Financial Advisors a percentage of theirgross revenue credits as incentive compensation. Different products have different gross revenue
credit structures and, accordingly, our Financial Advisors get paid more or less depending on the
product or service you choose. The more overall gross revenue a Financial Advisor generates, thehigher his or her percentage of gross revenue or incentive compensation credit rate. The incentive
compensation credit rate varies and is subject to change. The incentive compensation credit rate
has varying thresholds which range from 20% to 55.5%, with a portion of total credits awarded to
the Financial Advisor as deferred compensation, and the remainder of the total credits awarded as
cash compensation. Financial Advisors must generally meet certain minimum revenue thresholds
established by the firm in order to retain their position. In addition, Financial Advisors canqualify for club memberships, which are attained through meeting certain revenue thresholds.
These club memberships provide additional financial benefits, such as enhanced payments inretirement. In certain instances, Financial Advisors may be reimbursed for a portion of certain
training costs they incur upon achieving a specified level of new assets.
On certain lending products like Margin, Liquidity Access Line and Express Credit Line
Financial Advisors are credited with gross revenue for up to 65 basis points of the balance of theloan depending on the spread of the individual loan. For Tailored Lending, Financial Advisors
are credited with gross revenue for up to 12% of the spread of the loan’s average monthly balance
depending on the spread of the individual loan; Financial Advisors may also be credited with grossrevenue for up to 12% of upfront fees paid on a Tailored Lending credit facility. Morgan Stanley
also has partnerships with third-party lenders. Your Financial Advisor may receive a gross revenue
credit for placing certain non-mortgage loans with third-party lenders. The gross revenue credit
varies according to the specific third-party program. Financial Advisors may also receive ongoinggross revenue credit (called residuals) on some investment products.
In addition to the incentive compensation credit rate schedule outlined above, your Financial
Advisor may be eligible for bonuses based on the total gross revenue he or she generates during
the year, net inflow and outflow of assets, his or her clients' Margin, Liquidity Access Line/
Express Credit Line and Tailored Lending balances, and Mortgages closed. Your Financial
Advisor may also be eligible for incentives based on his or her clients' establishing a newrecurring deposit to their Morgan Stanley account. Your Financial Advisor may be eligible
to receive financial incentives in connection with the transition of his or her employment toMorgan Stanley. Such incentives may include sign-on bonuses and/or loan-bonus arrangements,
equity awards, buyout of forfeited deferred compensation or retention arrangements, special
commission arrangements, supplemental bonuses or loan-bonus arrangements, and may becontingent upon your Financial Advisor satisfying certain performance-based criteria that
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may depend on total client assets serviced by the Financial Advisor at Morgan Stanley and/or the gross revenue they generate. Your Financial Advisor may also be eligible for financial
incentives and ongoing compensation upon retirement from the firm. This could include ongoingcompensation related to accounts that have been transitioned from the retiring Financial
Advisor to a new Morgan Stanley Financial Advisor.
Your Financial Advisor will receive reduced or no incentive compensation for transactions
below certain commission levels, as well as for households that do not meet certain asset or liability
minimums. Under a legacy program that is no longer available to new hires after January 1, 2020,
Financial Advisors under Morgan Stanley’s Financial Advisor Associate (“FAA”) Program may receive
a bonus for achieving certain gross revenue thresholds within the first 5 years of working as a FAA.
If your account is serviced through our Morgan Stanley Virtual Advisor (“MSVA”), yourFinancial Advisor is paid a base salary plus a discretionary bonus and can earn additional
compensation for certain activities such as 1) creating a financial or goals-based plan forclients; or 2) recommending the purchase of securities; or 3) when clients add assets to theiraccounts. You may be charged a commission for trades executed in your brokerage accountserviced through MSVA which will vary by product type. When a Financial Advisor assists
you in placing an equity or options trade in your MSVA brokerage account you may be charged
a higher commission than you would be charged if you placed the same trade online. Please ask
your Financial Advisor about applicable commissions when executing trades in your MSVA
brokerage account. For more information on MSVAs, please visit https://www.morganstanley.
com/campaigns/wealth-management/morgan-stanley-virtual-advisor.
FLOAT
Morgan Stanley may retain, as compensation for its provision of services, your Account’s
proportionate share of any interest earned on aggregate cash balances held by Morgan Stanley oran affiliate with respect to assets awaiting investment. Such interest retained by the Custodianshall generally be at the prevailing Federal Funds interest rate.

Your Account and Service Fees
HOUSEHOLDING
A household1 is comprised of one or more accounts formally grouped under one individual
designated as the head of household. Individuals can be included in the household if they havean eligible familial relationship to the head of household. Eligible family relationships include
spouse (or domestic partner2), children (including in-laws), grandchildren, parents, grandparents,
siblings (including in-laws)3 of the head of household.
There are restrictions on what account types may be grouped in the same household. Consent
may be required for accounts to be included in a household. If you want to include IRAs and/or
other retirement accounts in your household, you may need to contact your legal or tax advisor
to understand any possible unanticipated tax consequences of householding such accounts.
You should speak with a member of your Morgan Stanley team to learn more about accounteligibility for householding, and to learn more about the advantages of maintaining or increasing
your Household Tier.
 organ Stanley households are evaluated using eligible assets and liabilities and annual managed fees/commissions
M
paid from Morgan Stanley or a combination of E*TRADE from Morgan Stanley and Morgan Stanley accounts.
2
Although legal marriages (including same-sex marriages) are recognized for federal tax purposes, IRS Regulation section 301.7701-18 indicates that registered domestic partnerships, civil unions, and other similar formal
relationships under state law are not treated as marriage for federal tax purposes. To avoid potential adverse
tax consequences, there are restrictions on including accounts for domestic partners (or members of civil
unions or other formal relationships under state law) in the same household as IRAs and/or other tax-qualified
accounts. You may need to contact your own legal or tax advisor for more information.
3
To avoid potential adverse tax consequences, there are restrictions on including accounts for siblings (including
in-laws) of the head of household in the same household as IRAs and/or other tax-qualified accounts.
1

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ACCOUNT FEES 4,5
Your account may be subject to several fees which are charged to your account and which may
be modified by Morgan Stanley from time to time upon prior written notice. Some fees may be
waived at certain asset levels or for various programs and accounts, such as, but not limited to, theReserved fee waiver program and CashPlus Brokerage accounts. You should speak with a memberof your Morgan Stanley team if you have any questions regarding our account or service fees.
Active Assets Accounts
The annual account fee for Active Assets Accounts (AAA) will be charged on a go-forwardbasis and will be charged on the following dates: (a) on or about the 10th business day following
a 90 calendar day grace period after opening your AAA, regardless of account balance; (b) for
subsequent years, if your account is funded, annual account fees will be charged on or about the10th business day of the month after your account anniversary date. Your annual account fee
will be automatically debited from the AAA. Accounts that close prior to the end of the grace
period will not be charged.
Individual Retirement Accounts
The annual account fee for Individual Retirement Accounts (IRA) will be charged for any
calendar year or portion of any calendar year during which you have an IRA with us. Annual
account fees are due and payable on the following dates: (a) on or about the 10th business day
following a 90 calendar day grace period after you open your IRA, regardless of account balance;(b) for subsequent years, annual account fees will be due on or after the 10th business day of thequarter-ending month on or after your account’s anniversary month (if your account remains
open on that date); and (c) the day you terminate or transfer your IRA. Your annual account fee
will be automatically debited from the IRA. Contact a member of your Morgan Stanley teamfor other payment options.
Account termination or transfer fees are charged when your IRA is closed. Termination
fees are not charged if the account is distributed in any year following your disability or deathor at age 75 or older. The Account Transfer Fee will be imposed when all account assets aretransferred from your Morgan Stanley IRA to another financial institution. In the event thatboth the termination and transfer fees would apply to the same transaction, only the transfer
fee will be assessed.
Business Retirement Accounts
The annual account fee for the Versatile Investment Program (VIP) Basic, VIP Plus andRetirement Plan Manager (RPM) accounts will be charged for any calendar year or portion of
any calendar year during which you have a subaccount with us (and is charged once for each suchaccount). The fee is due each September or, in the event of transfer or termination, upon accountclosure. For accounts that are opened between September and December and therefore miss thescheduled billing cycle, the fee is due in January of the following calendar year. A reduced fee
will be assessed to those who enroll in eDelivery — for all documents pertaining to every accountwithin the Account Linked Group (ALG). The annual fee for Business Retirement VIP and RPM
accounts is assessed for the entire plan and is either paid by the plan sponsor or equalized acrossall fee eligible subaccounts of the plan. If the fee is charged to subaccounts, the reduced fee for all
eDelivery may not be fully realized by the particular subaccount that is enrolled. A per accounttermination fee is due upon account closure for VIP Basic, VIP Plus and RPM accounts.
 ou understand that whenever it is necessary, for our protection or to satisfy a debit balance or other obligations
Y
owed to us, we may — but are not required to — sell, assign or deliver all or any part of the securities and otherproperty held in your account. We may attempt to contact you before taking such action, but we reserve the rightto take any such action without prior notice or demand for additional collateral and to do so free of any right ofredemption. Morgan Stanley may choose which securities or other property to buy or sell as well as the sequenceand timing of liquidation. Our choices may have adverse tax consequences or investment implications for you.
5
N ot all fees are listed and fees are subject to change. Morgan Stanley Smith Barney LLC reserves the right, in
its discretion, to elect to discount or waive any fees.
4

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CashPlus Brokerage Accounts
CashPlus Brokerage Accounts may be charged a monthly account fee, which will be charged
on or about the 10th business day of the month after the fee is incurred. For the monthly accountfee avoidance criteria, please refer to the CashPlus Account Disclosure Statement or available athttps://www.morganstanley.com/wealth-disclosures/cashplusaccountdisclosurestatement.pdf.
MORGAN STANLEY WEALTH MANAGEMENT SCHEDULE OF MISCELLANEOUS
ACCOUNT AND SERVICE FEESYour Morgan Stanley relationship enables you to select from a variety of account types, tohelp meet both everyday needs and long-term objectives. The information on the following
pages will help you understand the account and service fees that may be applied to youraccounts.1 Fees may vary by account type or other factors, and are subject to change. Some
fees may be waived at certain asset levels or for various programs and accounts, such as,
but not limited to, the Reserved fee waiver program,2 and CashPlus Brokerage Accounts.
Fees listed here exclude advisory fees, commissions, commission equivalents or markups.
Please speak with a member of your Morgan Stanley team if you have any questions regarding
our account or service fees.
ACCOUNT AND SERVICE FEES
STANDARD
FEE AMOUNTALL eDELIVERYFEE AMOUNT*FREQUENCY

$175

$150

AnnualBusiness Active Assets
Account (BAAA) – Account
Fee3

$175

$150

AnnualCustodial Active Assets
Account – Account Fee3

$125

$100

AnnualIndividual Basic Securities
Account (BSA) – Account Fee 4$120($70 MSVA
accounts)$95($50 MSVA
accounts)

AnnualBusiness Basic Securities
Account (BBSA) – Account
Fee 4

$120
($70 MSVA
accounts)$95($50 MSVA
accounts)

AnnualIndividual Retirement Account(IRA) (Traditional, Roth, Rollover, Inherited, SEP, SIMPLE
and SAR-SEP) – Account Fee5$100($70 MSVA
accounts)$75($50 MSVA
accounts)

AnnualBusiness Retirement VIP
Basic – Account Fee6

$80 per account$60 per account

AnnualBusiness Retirement VIP
Basic – Plan Document Fee$150 per plan

$150 per plan

AnnualBusiness Retirement VIPPlus – Account Fee6

$70 per account$50 per account

AnnualACCOUNT OR SERVICE

Account Maintenance Fees
Account Fees
Individual Active Assets
Account (AAA) – Account Fee3

* All accounts enrolled in eDelivery of all eligible account documents for every accountwithin their Account Link Group (ALG).
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STANDARDFEE AMOUNTALL eDELIVERYFEE AMOUNT*FREQUENCY

Business Retirement VIPPlus – Plan Document Fee$150 per plan

$150 per plan

AnnualBusiness Retirement
RPM – Account Fee6

$70 per account$50 per account

Annual529 Education Savings
Plan – Account Fee

Some plans
impose an
Account Fee;(typically$10 – $30) Please
see the 529
Plan Program
Description foryour plan’s details

Some plans
impose an AccountFee; (typically$10 – $30) Please
see the 529
Plan Program
Description foryour plan’s details

Varies Per
Plan

Coverdell Education Savings
Account (ESA) – Account Fee5

$70

$50

AnnualACCOUNT OR SERVICEACCOUNT OR SERVICEFEE AMOUNTFREQUENCY

Premier CashPlus Brokerage
Account7$15Monthly

Platinum CashPlus Brokerage
Account7$55

Monthly

Duplicate Statements andDuplicate Confirmations$5

Per Statement/
Confirmation

Low-Balance Household Fee(Waived for MSVA households) 8$50

Per Quarter

Account Transfer (including Automated Customer Account Transfer Service(ACATS)) and Termination Fees
Individual Retirement Account$125(IRA) (Traditional, Roth, Rollover,Inherited, SEP, SIMPLE and SARSEP) – Termination Fee9,10,11

Per Account
Termination

Business Retirement VIP
Basic – Termination Fee10,11$50

Per Account
Termination

Business Retirement VIPPlus – Termination Fee11$50

Per Account
Termination

Business Retirement
RPM – Termination Fee11$50

Per Account
Termination

529 Education Savings
Plan – Termination Fee

Some plans impose a
Termination Fee; please see the529 Plan Program Description
for your plan’s details

Varies Per Plan

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ACCOUNT OR SERVICEFEE AMOUNTFREQUENCY

Coverdell Education Savings
Account (ESA) – Termination
Fee9,11,12$125

Per Account
Termination

Account Transfer Fee (including
ACATS)13$125

Per AccountTransfer

Check (Overnight) – Client
Requested/Branch InitiatedDisbursement AAA,BAAA, BSA, BBSA

$10Per Check

Checks – Checkbook Orders,
AAA/Retirement Accounts• Wallet Check Orders/
Reorders – Waived• Non-Wallet Orders/
Reorders – $20 and up,
depending on style and quantity

Per Checkbook
Order

Debit Card

No annual fee. A 2% foreigntransaction fee is charged
on transactions made with
the Debit Card outside of
the United States (includes
ATM withdrawals)

Per Transaction

Debit Card – Automated Teller
Machine (“ATM”) Withdrawal

Up to $200 per calendar year
in ATM fee rebates at ATMs
around the world where
Mastercard®, Maestro® or Star®
are accepted

Per Transaction

Expedited Payment Fee forMorgan Stanley Online Bill Pay(Same Day, Next Business Day,
Receipt of Payment)$15

Per Transaction

Express Orders for Checks
and/or Debit Card
(Via Overnight Delivery – U.S.
addresses only)$25 for Checks/$25 for Debit
Card

Per Delivery

Insufficient Funds (Over Limit) Paid
Item: Includes Check /ACH,
Automatic Debits, Online Bill
Payments$25

Per Transaction

Insufficient Funds, Returned Items:
Includes Check /ACH, Automatic
Debits, Online Bill Payments$25

Per Transaction

Insufficient Funds, RejectedTransfer$25

Per Transaction

Morgan Stanley Blue Cash
Preferred® American Express
Card – Annual Fee paid to
American Express$95

AnnualCash Management Services

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ACCOUNT OR SERVICEFEE AMOUNTFREQUENCY

Platinum Card® from American
Express Exclusively for
Morgan Stanley – Annual Fee
paid to American Express14$695

AnnualThe Platinum Card® fromInternational Dollar Card – Annual
Fee paid to American Express15
Additional Cards available16$795

AnnualReturned Check Deposit$25

Per Transaction

Stop Payment$25

Per Transaction

Wire Transfer (NonUSD) – Outgoing17$50

Per Wire Transfer

Wire Transfer (USD) – Outgoing17$25

Per Wire Transfer

Investment SpecificMorgan Stanley Fees
Cash Account Prepayment

Per Event$25 or highest margin interest
rate on payment amount
beginning the day of prepayment

Dividend Reinvestment for Basic
Securities Accounts.
Waived for AAAs, IRAs andInvestment Advisory Accounts• Dividends <$10 = Waived• Dividends $10 – $100 = 5.3%
• Dividends $100.01 – $500 =$5.30 or 2.7%, whichever isgreater• Dividends greater than $500
= $13.50 or 2%, whicheveris greater

Per Dividend
Reinvestment

Foreign Ordinary Shares. Fee
is waived when the trade isvalued over $15,000 and whenpurchasing foreign American
Depositary Receipts (“ADRs”)$50 fee for principal purchases
less than $15,000

Per Transaction

Late Payment18$25 or highest rate on marginschedule, whichever is greater

Per EventLegal Transfer – Estate
Processing$25 Additional fees charged bytransfer agents may apply

Per Event

Processing Fee19$6.50 ($6.00 if enrolled ineDelivery of Confirms)

Per Transaction

Returned Stock Certificate (Reorg)

Waivedn/aStock Certificates – Private
Name Change/Transfer Request

Waivedn/aVariesPer EventThird-Party FeesADR Custody Fee / DepositaryService Fee20

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ACCOUNT OR SERVICEFEE AMOUNTFREQUENCY

ADR Dividend Payment Fee

VariesPer Dividend
Payment

ADR Termination Fee

VariesPer Termination

Appraisal Fee

VariesPer Appraisal

GlobalCurrency Negative Rate
Maintenance Fee21

VariesMonthly

Limited Partnerships –Reregistration Fee

Pass-through of registration
agent fee

Per Event

Physical Certificate$60

Per Transaction

Physical Certificate Collection(Reorg) Fee$25

Per Transaction

Physical Security Restricted
Legend Removal 22$300

Per Event

Short-Term Mutual Fund
Redemption Fee

VariesPer Event

Subscription Refund Fee

VariesPer Event

Supplemental Transaction Fee(may be applied to thesale of certain securities)

Variable, minimum $0.01

Per Transaction

Voluntary Reorganization Fee$25

Per Event529 Education Savings
Plan – Program Management Fee

Some plans impose a Program
Management Fee (typically
0.10 – 0.50% on assets) ; Please
see the 529 Plan Program
Description for your plan’sdetails

Per Plan

529 Education Savings
Plan – Other Fees

Some plans impose otherfees, such as underlying
fund operating expenses,
Administrative and/orState Fees, Distribution Fees;
Please see the 529 Plan
Program Description for yourplan’s details

Per Event1
Some of the fees described are charged by Morgan Stanley Smith Barney LLC (“Morgan Stanley”), while others
are charged by third parties. Fees are subject to change. Morgan Stanley reserves the right, in its sole discretion,
to discount or waive any fees. If you have any questions regarding these fees, please contact a member of yourMorgan Stanley team or call the number on your account statement.
2
To qualify for Reserved fee waivers, a client’s household must have and maintain a minimum of $2,000,000
in eligible assets and liabilities or paid at least $20,000 in managed fees/commissions. Annual managed fees/
commissions paid is generally defined as revenue generated in fee-based accounts and commissions generated in
non-fee based accounts, and is calculated on a rolling 12-month basis. Not all revenue is included; Morgan Stanley
reserves the right to exclude certain items of revenue in its sole discretion. There is no cost to be enrolled in
the Reserved fee waiver program. Morgan Stanley reserves the right to change or terminate the Reserved fee
waiver program at any time and without notice. Notwithstanding the fact that a client has achieved Reserved

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NY CS 1146334-4448998 05/2024status, Morgan Stanley reserves the right to charge any fee that is normally waived for a Reserved client if adetermination is made in Morgan Stanley’s discretion that the client’s usage of any such service is beyond thescope of what is normal and customary and is abusive or excessive. Reserved fee waiver program participants’accounts and activity are reviewed periodically to confirm that they continue to qualify for Reserved fee
waivers. Morgan Stanley households are evaluated using eligible assets and liabilities and annual managed fees/
commissions paid from Morgan Stanley or a combination of E*TRADE from Morgan Stanley and Morgan Stanleyaccounts. Clients who qualify for the Morgan Stanley Reserved fee waiver program may also be eligible toenroll in Morgan Stanley’s complimentary loyalty program, Reserved Living & Giving. For information on how
to qualify for the Reserved Living & Giving program please visit msreserved.com.
3
The annual account fee for Active Assets Accounts (AAA) will be charged on a go-forward basis and will
be charged on the following dates: (a) on or about the 10th business day following a 90 calendar day grace
period after opening your AAA, regardless of account balance; (b) for subsequent years, if your account isfunded, annual account fees will be charged on or about the 10th business day of the month after your accountanniversary date. Your annual account fee will be automatically debited from the AAA. Accounts that closeprior to the end of the grace period will not be charged. Once an annual account fee has been charged, wemay, in our discretion, refund all or any part of such annual account fee if the account closes or becomesinactive. A reduced fee will be assessed to those who enroll in eDelivery– for all documents pertaining toevery account within the ALG.
4
The annual account fee for Morgan Stanley Basic Securities Accounts will be charged on a go-forward basis
and is due and payable on or about the 10th business day of the month after your account anniversary date.
Converted Smith Barney Basic Securities Accounts will be charged each December in arrears. If your converted
Smith Barney Basic Securities Account closes or transfers to another Firm prior to the annual December
billing, a prorated annual account fee will be charged. Once an annual account fee has been charged, we may,in our discretion, refund all or any part of such annual account fee if the account closes or becomes inactive. A
reduced fee will be assessed to those who enroll in eDelivery – for all documents pertaining to every accountwithin the ALG.
5
The Individual Retirement Accounts (IRA) and Coverdell Education Savings Accounts (CESA) annual accountfee will be charged for any calendar year or portion of any calendar year during which you have an IRA/CESA
with us. Annual account fees are due and payable on the following dates: (a) when you open your IRA/CESA; (b)for subsequent years, annual account fees will be due on or after the 10th business day of the quarter-ending
month, on or after your account’s anniversary month (if your account remains open on that date); and (c) the
day you terminate or transfer your IRA/CESA. A 90 day grace period will delay the fee assessment on newly
opened IRAs/CESAs accounts regardless of account balance. The fee will be applied to these accounts on orafter the 10th business day of the month following the expiration of the grace period. Your annual accountfee will be automatically debited from the IRA/CESA. A reduced fee will be assessed to those who enroll in
eDelivery – for all documents pertaining to every account within the ALG.
6
The annual account fee for the Versatile Investment Program (VIP) Basic, VIP Plus and Retirement Plan Manager(RPM) accounts will be charged for any calendar year or portion of any calendar year during which you havea subaccount with us (and is charged once for each such account). The fee is due each September or, in theevent of transfer or termination, upon account closure. For accounts that are opened between September andDecember and therefore miss the scheduled billing cycle, the fee is due in January of the following calendar
year. A reduced fee will be assessed to those who enroll in eDelivery – for all documents pertaining to every
account within the ALG. The annual fee for Business Retirement VIP and RPM accounts is assessed for theentire plan and is either paid by the plan sponsor or equalized across all fee eligible subaccounts of the plan. If
the fee is charged to subaccounts, the reduced fee for all eDelivery may not be fully realized by the particularsubaccount that is enrolled. VIP Basic, VIP Plus and RPM qualified plans that are governed by the Employee
Retirement Income Security Act of 1974 (ERISA) or are not governed by ERISA but cover multiple participants
are not eligible to receive annual account fee waivers due to Reserved status. However, VIP Basic, VIP Plus or
RPM qualified plans which cover only the business owner or business owner and spouse are eligible for accountfee waivers due to Reserved status.
7
CashPlus Brokerage Accounts may be charged a monthly account fee, which will be charged on or about
the 10th business day of the month after the fee is incurred. To avoid the monthly fee, for all ALGs with a
CashPlus Brokerage Account, maintain an additional eligible Morgan Stanley Investment Account and at least
one Morgan Stanley Online enrollment; for a Premier CashPlus Brokerage Account, also maintain $2,500 in
total monthly deposits (or any social security amount) or $10,000 Average Daily BDP Balance; for a Platinum
CashPlus Brokerage Account, also maintain $5,000 in total monthly deposits (or any social security amount)
and $25,000 Average Daily BDP Balance. Additionally, Cash Management service fees are waived or reimbursed
for Morgan Stanley Premier CashPlus Brokerage Accounts and Morgan Stanley Platinum CashPlus Brokerage
Accounts. These service fees include, but are not limited to, the following: Debit Card — ATM Withdrawal fees,
Foreign Transaction fees on transactions made with the Debit Card outside of the United States (includes ATM
withdrawals), Insufficient Funds (Over Limit, Returned items, Rejected transfer), Returned Check Deposit, Stop
Payment, USD and Non-USD Wires via eAuthorizations and expedited delivery for Checks and/or Debit Cards for
Platinum CashPlus Brokerage Accounts. For more information, please refer to the CashPlus Account Disclosure
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Statement at https://www.morganstanley.com/wealth-disclosures/cashplusaccountdisclosurestatement.pdf.
8
A Low-Balance Household fee will be charged quarterly, in addition to any applicable annual account fee, toMorgan Stanley households with less than $25,000 in eligible assets and liabilities. Morgan Stanley households
are evaluated using eligible assets and liabilities from Morgan Stanley or a combination of E*TRADE from
Morgan Stanley and Morgan Stanley accounts. Eligible assets and liabilities are based upon the higher of theaverage month-end assets and liabilities over the previous three months or the month-end assets on the last
day of the previous month. All accounts within a household will be included in determining the total eligible
assets and liabilities. The fee will be charged to only one account in the household. If there is more than one
eligible account in the household, the household will be assessed the fee in ascending market value in thefollowing order: AAAs (including Business Accounts), BSAs, IRAs. Only AAA, BSA, and certain IRAs (Traditional,
Rollover, Inherited or Roth) can be charged the Low-Balance Household fee. The Low-Balance Household fee iswaived for MSVA households, but accounts under $25,000 may be subject to closure. The following accounttypes may be waived: Advisory, CashPlus Brokerage, certain IRAs (SEP, SIMPLE, SAR-SEP), VIP, RPM, Cashless
Exercise (CSX), Delivery Versus Payment (DVP)/Receive Versus Payment (RVP), Direct Share Business (DSB),
Self-Directed, Morgan Stanley Access Investing (MSAI) and employee accounts. Accounts that only hold Annuities/
Insurance, zero balance accounts and closed accounts may be waived. Other product-specific exemptions andother exclusions may apply. Clients new to Morgan Stanley have one year from the date the new householdhas been established before the quarterly Low-Balance Household fee is assessed.
9
The IRA and CESA Termination fee for MSVA and Self-Directed Accounts is $95 per account termination.
10
Except as a result of death, disability or after attainment of age 75.
11
In the event that both the account termination fee and the account transfer fee apply, only the accounttransfer fee will be assessed.
12
Fee is waived if the account termination is a result of a transfer or rollover to other CESAs or to a qualified
tuition program (529 Education Savings Plan).
13
The Account Transfer fee for MSVA and Self-Directed Accounts is $95 per account transfer. Outgoing Transfer
charges (including outgoing ACATS and non-ACATS) are not charged on partial transfers (only full transfers
may be assessed the fee).
14
No Foreign Transaction Fee for the Platinum Card® from American Express Exclusively for Morgan Stanley.
15
The Platinum Card® from International Dollar Card is for Latin American and Caribbean Residents. Card isissued by American Express Travel Related Service Company, Inc. (American Express), not Morgan Stanley
Smith Barney LLC (Morgan Stanley). Morgan Stanley employees do not make credit decisions on behalf ofAmerican Express. Restrictions and other limitations apply; see the terms and conditions for the Cards fordetails. Clients are urged to review fully before applying.
16
The American Express Gold Card® from International Dollar Card issued by American Express and the Centurion
Card® from International Dollar Card issued by American Express are available upon request for Latin American
and Caribbean Residents. The annual fee for the American Express Gold Card® from International Dollar Card
issued by American Express is $300 (annual fee paid to American Express). The annual fee for the Centurion
Card® from International Dollar Card issued by American Express is $5,000 (annual fee paid to American
Express). In addition to the annual fee, a one-time initiation fee of $5,000 applies to The Centurion Card® fromInternational Dollar Card issued by American Express. No additional fees for the second cardholder. If there arethree or more cardholders, each cardholder will pay an additional $1,500 annual fee, paid to American Express.
17
External institution(s) may charge additional fee(s) for a wire recall or wire trace.
18
If a trade payment is late, you will be charged the higher of either $25 or the highest margin interest rate on
the amount owed, beginning the day after the settlement date. All deposits to client accounts, including trade
payments, will be used first to satisfy existing debits. You may therefore be charged a late fee on a trade if thepayment is insufficient to cover both the trade and any existing debits.
19
The processing fee will be applied to certain executed orders including, but not limited to, equities, fixedincome products, mutual funds (excluding exchanges, Systematic Investment Plans / Withdrawals, and AutoVest /529Vest), unit-investment trust (UIT), exchange-traded funds and transactional futures transactions. This
fee applies to all account types, except advisory accounts, DVP/RVP, select small-business retirement and
ERISA accounts (SEP IRAs, SIMPLE IRAs,SAR-SEP IRAs, VIP accounts and RPM accounts), AutoVest / 529Vest,
money market funds, and principal trades less than $25. With the exception of block trade allocations, thefee is charged to one trade per security, per day, for trades done on the same side of the market (multiple buy
trades, or multiple sell trades of the same security, on the same day). If multiple trades are the result of blocktrade allocations, the fee will be charged on each trade.
20
Pursuant to the provision of the ADR deposit agreements, the ADR sponsoring banks may charge a custody
fee to all record date holders. In turn, Morgan Stanley charges all clients with ADR positions. Due to margin
lending, Morgan Stanley may have fewer record date positions at the depositary than customers holding ADR
positions. Any excess fees collected will be used to defray other Morgan Stanley custody and clearing costs.
21
If a Foreign Currency is yielding a negative interest rate, Morgan Stanley in its discretion may charge youraccount a monthly negative interest rate fee for servicing your GlobalCurrency account. Please review the
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GlobalCurrency Disclosure Statement at http://www.morganstanley.com/wealth-disclosures/disclosures.html
for more information.
22
Clients who request the removal of a restricted legend from their physical security will be charged a processing
fee. This fee represents the processing expense incurred by the transfer agent and custodian.
Morgan Stanley Wealth Management is a business of Morgan Stanley Smith Barney LLC.
All AAA and BSA accounts are brokerage accounts offered through Morgan Stanley Smith Barney LLC.
The CashPlus Account is a brokerage account offered through Morgan Stanley Smith Barney LLC. Conditions
and restrictions apply. Please refer to the CashPlus Account Disclosure Statement for further details at https://www.morganstanley.com/wealth-disclosures/cashplusaccountdisclosurestatement.pdf.
The Morgan Stanley Debit Card is issued by Morgan Stanley Private Bank, National Association, pursuant to alicense from Mastercard International Incorporated. Mastercard® and Maestro® are registered trademarks of
Mastercard International Incorporated. The third-party trademarks and service marks contained herein are theproperty of their respective owners. Investments and services offered through Morgan Stanley Smith Barney
LLC, Member SIPC.
The Morgan Stanley American Express Card portfolio consists of: The Platinum Card® from American Express
Exclusively for Morgan Stanley, the Morgan Stanley Blue Cash Preferred® American Express Card, and theMorgan Stanley Credit Card. The Morgan Stanley Cards from American Express are issued by American Express
National Bank, not Morgan Stanley Smith Barney LLC. Services and rewards for the Cards are provided by either
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 Platinum Card® from American Express Exclusively for Morgan Stanley and the Morgan Stanley Blue
Cash Preferred® American Express Card are available for acquisition for clients who have an Eligible Accountwith Morgan Stanley Smith Barney LLC or its eligible affiliates, including but not limited to E*TRADE from
Morgan Stanley, and eligible clients are invited to apply. An “Eligible Account” is a brokerage account (i) heldin your name, (ii) held by a trust where you are both the grantor and trustee of such trust, or (iii) held as abeneficial owner of a personal holding company, a non-operating limited liability company, a non-operating
limited partnership, or a similar legal entity. 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. Existing
Morgan Stanley Credit Card members may continue to enjoy the benefits of their card, but this product is nolonger available for acquisition.
Morgan Stanley Smith Barney receives a benefit from American Express in connection with your obtaining or using
your Platinum Card® from American Express Exclusively for Morgan Stanley, or the Morgan Stanley Blue Cash
Preferred® American Express Card, or the Morgan Stanley Credit Card from American Express, or the American
Express International Dollar Cards for Latin and Caribbean Residents, (together “American Express Cards”).
Morgan Stanley, its affiliates, and Morgan Stanley Financial Advisors and employees are not in the business ofproviding tax or legal advice. Clients should speak with their tax advisor regarding the potential tax implicationsof the Rewards Program upon their specific circumstances.

Quarterly Automatic Liquidation of Assets for
Outstanding Fee DebitsYour Morgan Stanley account(s) may be subject to certain fees. Any fees charged to youraccount(s) can be found on your account statement.
When there is insufficient cash in any of your account(s), our practice for payment includes,
but is not limited to, the option to sell all or any part of the assets held in any of your account(s)to satisfy a debit balance or other obligations owed to us in any of your accounts.
In order to cover outstanding fees a sufficient cash balance is required, or you may makealternate payment arrangements such as a separate payment by check or electronic funds
transfer to prevent automatic liquidation of assets in your account(s).
Fee debits include, but are not limited to, annual account fees, low-balance household fees,
Advisory fees related to Portfolio Management accounts, Advisory fees related to Consulting
Group accounts, and other service related fees. On a quarterly basis, we may automaticallyliquidate assets in any of your account(s) to cover outstanding fee debits unless alternative
payment arrangements have been made.
We are not recommending the sale of any of these securities as compared to others or toalternate payment arrangements when liquidating funds or assets.
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Liquidation of assets to cover fees does not prevent Morgan Stanley from exercising otherrights it may have to collect such outstanding fees. Please note that an automatic liquidationof assets may result in a taxable event. Please consult your tax advisor for more information.
Morgan Stanley Smith Barney LLC (“Morgan Stanley”) and its Financial Advisors and Private
Wealth Advisors do not provide any tax advice.
Please contact a member of your Morgan Stanley team if your statement indicates outstanding
fees due and you wish to discuss your options for payment.

Mutual Fund Features, Share Classes andCompensation
It’s important to understand how mutual fund fees and expenses, and your choice of shareclass, affect your investment and return.
Please visit https://www.morganstanley.com/content/dam/msdotcom/en/assets/pdfs/wealthmanagement-disclosures/mf_share_classes.pdf and select the above-titled brochure to review
important information about mutual fund share classes and the types of fees and expenses you
may be required to pay depending upon the share class you select. This summary also explains
how Morgan Stanley and your Financial Advisor/Private Wealth Advisor are compensatedwhen you invest in mutual funds and identifies some conflicts of interest that you should beaware of. In general, the fees, expenses and payments are specific to mutual fund investments.
Other available investment options feature different fees and charges, and may provide lesscompensation to Morgan Stanley and your Financial Advisor/Private Wealth Advisor. You
should speak with your Financial Advisor/Private Wealth Advisor if you have any questions
regarding the relative costs and compensation for available investment product alternatives.
You can also visit the websites sponsored by the U.S. Securities and Exchange Commission(https://www.SEC.gov) and the Financial Industry Regulatory Authority (https://www.FINRA.
org), to obtain additional educational information about mutual funds.
Note: Before buying any mutual fund, request a prospectus from your Morgan Stanley
team and read it carefully. The prospectus contains important information on fees, charges,
risks and investment objectives, and should be considered carefully before investing.
You can also request a copy of the fund’s statement of additional information (SAI) for
additional detail.
OFFSHORE MUTUAL FUNDS AND OFFSHORE EXCHANGE‑TRADED FUNDSFor United Kingdom and non-European Economic Area (EEA) Investors:
Key Investor Information Documents (KIIDs) for UCITS Mutual Funds and UCITS ExchangeTraded Funds
A Key Investor Information Document (KIID) is available for each mutual fund, exchangetraded fund and money market fund offered by an investment company that is established in an
EEA state as an Undertaking for Collective Investment in Transferable Securities in accordancewith Directive 2009/65/EC (UCITS). The KIID contains essential information and key facts abouta UCITS fund aimed at helping investors make informed investment decisions about whether theparticular fund meets their needs. Please read the KIID carefully before you invest. In respectof any transactions with respect to UCITS mutual funds and UCITS exchange-traded funds,
we provide investors with the KIID by means of a website, portal or any other durable medium
other than paper. Investors have the right to request a paper copy of the KIID free of charge.
Any KIID provided to investors by means of a website/portal, including any updates, is available
at https://www.morganstanley.com/disclaimers/KID-KIIDrepository for UCITS mutual funds
and UCITS exchange-traded funds.
You agree to review the KIID, including any updates, in good time before being bound by
any contract or offer relating to any UCITS mutual fund or UCITS exchange-traded fund, on a
trade-by-trade basis.
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For EEA Investors:
Key Information Documents (K IDs) for UCITS Mutual Funds and UCITS ExchangeTraded Funds
In respect of any transactions in mutual funds and exchange-traded funds that are offered by aninvestment company established in an EEA state as an as Undertaking for Collective Investmentsin Transferable Securities in accordance with Directive 2009/65/EC (UCITS), you agree to beprovided with a Key Information Document produced in accordance with EU Regulation No
1286/2014 (KID) by means of a website portal or any other durable medium other than paper. You
have the right to request a paper copy of the KID free of charge.
You agree that any KID, including any updates, can be provided to you by means of a website/
portal and made available at the following web location: https://www.morganstanley.com/
disclaimers/KID-KIIDrepository.
The KID contains essential information and key facts about the UCITS fund, so as to help
investors make informed decisions as to whether a particular fund meets their investment needs.
You agree to review the KID, including any updates, in good time before being bound by any
contract or offer relating to any investment companies, including UCITS mutual funds and UCITS
exchange-traded funds on a trade by trade basis.

ETF Revenue-Sharing, Expense Payments andData Analytics Fees
It’s important to understand how exchange-traded fund (“ETF”) fees and expenses affect yourinvestment and return.
Please visit https://www.morganstanley.com/content/dam/msdotcom/en/assets/pdfs/wealthmanagement-disclosures/8962360-WM-Revenue-Sharing-Fund-Families_m3f_L.pdf and selectthe above-titled brochure to review important information about ETFs. This summary also explains
how Morgan Stanley and your Financial Advisor/Private Wealth Advisor are compensated when you
invest in ETFs and identifies some conflicts of interest that you should be aware of. In general, the fees,
expenses and payments are specific to ETFs. Other available investment options feature different fees
and charges, and may provide less compensation to Morgan Stanley and your Financial Advisor/Private
Wealth Advisor. You should speak with your Financial Advisor/Private Wealth Advisor if you have any
questions regarding the relative costs and compensation for available investment product alternatives.
You can also visit the websites sponsored by the U.S. Securities and Exchange Commission(https://www.SEC.gov) and the Financial Industry Regulatory Authority (https://www.FINRA.
org), to obtain additional educational information about ETFs.
Note: Before buying any ETF, request a prospectus from your Morgan Stanley team andread it carefully. The prospectus contains important information on fees, charges, risks andinvestment objectives, and should be considered carefully before investing. You can also
request a copy of the ETF’s statement of additional information (SAI) for additional detail.

Fund Liquidity Risk
Many investors rely on mutual funds, exchange-traded funds (“ETFs”) and money market
funds to meet their financial goals. It is important for investors to understand the liquidity risks
involved with each product.
Mutual Funds
Shareholders in domestic mutual funds may redeem (i.e., sell) their investments on any businessday. Although many mutual funds pay out redemptions within a few business days, investors
should be aware that mutual funds may have up to seven days to fulfill redemption requests.
It is important to keep in mind that a number of factors play a role in a mutual fund’s ability
to provide liquidity to shareholders, including a fund’s investment strategy. For example, mutual
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funds that invest in less liquid securities, such as bank loans and below-investment grade
securities, among others, may be more susceptible to liquidity concerns, particularly during
times of market stress.
If a domestic mutual fund cannot fulfill its redemption requests, it must seek permission fromthe Securities and Exchange Commission (the “SEC”) to suspend redemptions, which would
likely lead to the liquidation of the fund. Although this has rarely occurred, it underscores thatmutual funds are not guaranteed investments and can lose money.
Also, please keep in mind that when investors redeem mutual fund shares, funds generally pay
redemption proceeds in cash. Many funds reserve the right, however, to pay redemption proceeds
by giving investors actual portfolio securities in lieu of cash. This is generally referred to as aredemption in-kind. If this occurs, you will likely have to pay transaction costs, such as brokeragecommissions, to sell those securities. You will also bear the risks of owning the securities, which
include the possibility that the price of the securities will decrease while you hold them. Lastly,please note that redemptions in-kind from domestic mutual funds are generally taxed in the samemanner as redemptions paid in cash and that sales of such securities may generate taxable gains.
ETFs
ETFs offer liquidity to investors in a different manner than mutual funds. For example,
investors buy and sell shares of ETFs on stock exchanges (hence their name), as opposed to directlytransacting with the funds at prices based on their net asset values (“NAV”). As a result, the priceof an ETF share is determined by the market as opposed to the value of the assets held by the ETF.
This impacts the liquidity of an ETF’s shares. If few market participants want to buy or sella particular ETF – i.e., it is “thinly traded” – an investor may have to accept a lower price if they
desire to sell their ETF shares in the short term. This risk may be exacerbated during times ofmarket stress if the trading volume for an ETF decreases or if more participants desire to sellrather than buy an ETF’s shares. Either case may lead to an investor selling their shares at a“discount” to what the ETF’s underlying holdings are actually worth.
ETFs rely on large institutions to make a market in their shares, which provides liquidity to
the trading of the ETF and can help keep the market price of ETF shares close to the NAV of thefund. Although this process has been generally successful, market disruptions, new types of ETFs
and/or other events can make it difficult or impossible for such institutions to continue their marketmaking activities. As a result, ETFs can trade at substantial discounts to their NAVs, which will
negatively impact ETF shareholders, particularly those that need to sell their shares at such times.
Money Market Funds
Similar to domestic mutual funds, shareholders in domestic money market funds may redeem
their investments on any business day. While money market funds may have up to seven days tofulfill redemption requests, most do so the next business day. Even though money market funds
are sometimes used for cash management purposes, they are not guaranteed investments.
Domestic money market funds are subject to specialized rules that seek to mitigate the riskthat a fund will be unable to meet redemption requests. For instance, money market funds may
use liquidity fees during times of market stress. This is intended to help money market funds
manage redemptions without negatively impacting shareholders who remain invested in the funds.
Please review a money market fund’s prospectus for more information on the use of liquidity fees.
It is also important to note that while domestic money market funds have been known formaintaining a stable $1.00 price per share, certain money market funds maintain “floating” NAVs,
which means their share price fluctuates along with the value of the fund’s assets. Government
money market funds, as well as “retail” money market funds that limit their investors to natural
persons (as opposed to institutions and/or businesses), may continue to utilize stable share prices.
If despite these tools, a domestic money market fund cannot meet its redemption obligations
or maintain a stable NAV, the fund may seek permission from the SEC to permanently suspend
redemptions or do so without SEC approval if the fund promptly liquidates its assets afterwards.
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In addition, if a money market fund that seeks to maintain a stable NAV experiences negative
yields, it also has the option of converting its stable NAV to a floating NAV, or to cancel a portionof its shares (which is sometimes referred to as a “reverse distribution mechanism” or “RDM”).
Investors in money market funds that cancel shares will lose money and may experience tax
consequences.
In addition to money market funds, many investors utilize ultra-short bond funds for cash
management purposes. Please note that ultra-short bond funds are not money market funds,
and as such, may not make use of the specialized tools for money market funds described above.
Ultra-short bond funds have floating NAVs and are subject to market risk and the risks associatedwith debt securities. Please refer to an ultra-short bond fund’s prospectus for more information
regarding the fund.
Conclusion
Please discuss your liquidity needs with your Financial Advisor before investing in a mutual
fund, ETF and/or money market fund. Investors should carefully review a fund’s prospectus,
which describes the principal risks of investing in a fund, as well as a fund’s shareholder reports,
for additional information regarding fund liquidity. Please ask a member of your Morgan Stanley
team if you need assistance obtaining these documents.

Unit Investment Trusts — Features, Costs andCompensation
It is important to understand how unit investment trust (“UIT”) fees and expenses affect yourinvestment and return.
Please visit https://www.morganstanley.com/content/dam/msdotcom/en/assets/pdfs/wealthmanagement-disclosures/uit_features.pdf and select the above-titled brochure to review important
information about UITs. This summary also explains how Morgan Stanley and your Financial
Advisor/Private Wealth Advisor are compensated when you invest in UITs and identifies someconflicts of interest that you should be aware of. In general, the fees, expenses and payments are
specific to UITs. Other available investment options feature different fees and charges, and may
provide less compensation to Morgan Stanley and your Financial Advisor/Private Wealth Advisor.
You should speak with your Financial Advisor/Private Wealth Advisor if you have any questions
regarding the relative costs and compensation for available investment product alternatives.
You can also visit the websites sponsored by the U.S. Securities and Exchange Commission(https://www.SEC.gov) and the Financial Industry Regulatory Authority (https://www.FINRA.
org) to obtain additional educational information about UITs.
Note: Before buying any UIT, request a prospectus from your Morgan Stanley team andread it carefully. The prospectus contains important information on fees, charges, risks
and investment objectives, and should be considered carefully before investing.

Closed-End Funds
It is important to understand how closed-end fund (“CEF”) fees and expenses affect yourinvestment and return.
Please visit https://www.morganstanley.com/content/dam/msdotcom/en/wealth-disclosures/
pdfs/closed-end-funds.pdf and select the above-titled brochure to review important information
about CEFs. This summary also explains how Morgan Stanley and your Financial Advisor/Private
Wealth Advisor are compensated when you invest in CEFs and identifies some conflicts of interest
that you should be aware of. In general, the fees, expenses and payments are specific to CEFs. Other
available investment options feature different fees and charges, and may provide less compensation
to Morgan Stanley and your Financial Advisor/Private Wealth Advisor. You should speak with
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your Financial Advisor/Private Wealth Advisor if you have any questions regarding the relative
costs and compensation for available investment product alternatives.
You can also visit the websites sponsored by the U.S. Securities and Exchange Commission(https://www.SEC.gov) and the Financial Industry Regulatory Authority (https://www.FINRA.
org) to obtain additional educational information about CEFs.
Note: Before buying any CEF, request a prospectus from your Morgan Stanley team andread it carefully. The prospectus contains important information on fees, charges, risks andinvestment objectives, and should be considered carefully before investing. With respect toclosed-end funds for which a prospectus is no longer available, such as those purchased on
the secondary market, please discuss these topics with a member of your Morgan Stanley
team, who may be able to provide you with additional fund literature.

Understanding Variable Annuities
A variable annuity is a contract between you and an insurance company, in which the insurancecompany agrees to make periodic payments to you in the future. You can purchase a variableannuity contract by making either a single purchase payment or a series of purchase payments.
Please note that certain benefit options (e.g., death benefit or living benefit protection options)
may limit additional purchase payments.
Variable annuities offer features not generally found in other types of investment products,
including:• Tax-deferred earnings,• Tax-free transfers among a variety of investment options (or “subaccounts”),• Access to the research and due diligence of the annuity’s professionally managed, uniqueinvestment options and investment allocation strategies,• Death benefit protection options,• Living benefit protection options, and• Lifetime income options.
If you are looking to supplement other sources of retirement income — such as Social Security
and pension plans — you may want to consider a variable annuity. To sum up, a variable annuity isa long-term investment primarily designed for retirement or another long-range goal that offers
the advantage of tax-deferred asset accumulation.
Access the Understanding Variable Annuities brochure at https://www.morganstanley.
c om /c ont e nt /d a m /m s do t c om /e n /a s s e t s/p d f s/ we a lt h -m a n a g e m e nt- d i s c lo s u r e s/understandingvariableannuities.pdf to learn more about variable annuities.
Variable annuities are sold by prospectus only. The prospectus contains the investment
objectives, risks, fees, charges, and expenses and other information regarding the variableannuity contract and the underlying investments, which should be considered carefully
before investing. Prospectuses for both the variable annuity contract and the underlying
investments are available from your Financial Advisors. Please read the prospectus
carefully before you invest.
Variable annuities are long-term investments designed for retirement. There are risks
involved when investing in a variable annuity, including possible loss of principal. Withdrawals
and distributions of taxable amounts are subject to ordinary income tax and, if taken prior toage 59½, may be subject to a 10% federal income tax penalty. Early withdrawals will reduce thedeath benefit and cash surrender value.
Optional benefits, such as living benefits and enhanced death benefits, are available for an
additional fee.
If you are investing in a variable annuity through a tax-advantaged retirement plan, suchas an IRA, you will get no additional tax advantage from the variable annuity. Under these

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circumstances, you should only consider buying a variable annuity because of its other features,such as lifetime income payments and death benefits protection.
Payment obligations of the issuing insurance company are backed by the financial strengthand claims-paying ability of the issuing insurance company.
Variable annuities are offered in conjunction with Morgan Stanley Smith Barney LLC’s
licensed insurance agency affiliates. A variable annuity is not a deposit of, or other obligation of,or guaranteed by, the Depository Institution, or an affiliate of the Depository Institution, andinvolves investment risk, including the possible loss of value.
Tax laws are complex and subject to change. Morgan Stanley Smith Barney LLC(“Morgan Stanley”), its affiliates and its employees do not provide tax or legal advice and are
not “fiduciaries” (under ERISA, the Internal Revenue Code or otherwise) with respect to theservices or activities described herein except as otherwise provided in writing by Morgan Stanley.
Clients should seek advice based on their own particular circumstances from an independent
tax or legal advisor.

Understanding 529 Education Savings
Plans and Compensation
It is important to understand the various features, options and tax considerations associatedwith 529 Education Savings Plans, as well as the applicable fees and expenses which will affectyour investment return. You also need to consider the 529 Plan’s investment options, policies
and risks. Please visit https://www.morganstanley.com/content/dam/msdotcom/en/wealthinvestmentsolutions/pdfs/529plan.pdf and select the above-titled brochure to review this andother important information about 529 Plans. The brochure, among other things, discusses how
choice of share class affects your cost and potential return. The brochure also explains how
Morgan Stanley and your Financial Advisor/Private Wealth Advisor are compensated for selling
529 Education Savings Plans and describes our sales-related conflicts. Other investment options
feature different fees and charges and may provide less compensation to Morgan Stanley and yourFinancial Advisor/Private Wealth Advisor. You should speak with them if you have any questions
regarding the relative costs and compensation for available investment product alternatives. You
should consider all available methods for purchasing and holding 529 Plans.
You can also visit the websites sponsored by the U.S. Securities and Exchange Commission(https://www.SEC.gov) and the Financial Industry Regulatory Authority (https://www.FINRA.
org) to obtain additional educational information about 529 Education Savings Plans.
Note: Before investing, request a 529 Plan Program Disclosure from your Financial
Advisor/Private Wealth Advisor and read it carefully. The 529 Plan Program Disclosure
contains more information on investment options, risk factors, fees and expenses, andpotential tax consequences.

Alternative Investments
Morgan Stanley is a provider of access to alternative investment strategies with offerings that
include but are not limited to private equity, private credit, hedge funds, real estate, infrastructure
and managed futures products (collectively, “Alternative Investments”). Before investing in any
Alternative Investment, you should read the offering documentation for the selected Alternative
Investment provided by your Financial Advisor. For a description of the specific fees and expenses
that are applicable to your investment, please refer to the offering materials of the selected
Alternative Investment. When we offer a fund or investment on a placement or transactional
basis, the fees received by Morgan Stanley with respect to the selected Alternative Investment
are described in the offering materials and in the point of sale letter or fee disclosure statement
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provided as part of the fund’s or investment’s offering documentation package. Information about
investing in Alternative Investments through fee based advisory accounts can be found in theMorgan Stanley ADV brochure for Alternative Investments. The following is a summary of thetypes of fees that you should expect will apply to your investments in Alternative Investments,
including the types of fees generally received by the firm.
Because Morgan Stanley may receive more compensation for the sale of certain Alternative
Investment funds than it does for others, this fact presents a conflict of interest for Morgan Stanley
to promote and recommend those funds that result in Morgan Stanley receiving more compensation.
In order to mitigate this conflict, Financial Advisors and their Branch Office Managers do notreceive additional compensation as a result of any payments received by Morgan Stanley. Pleaseask your Financial Advisor about the compensation Morgan Stanley receives on alternative
investments or private investment funds you are considering and how such payments comparewith other alternative investments or private investment funds on our platform.
ADVISORY FEE(S)Fee paid by an investor to Morgan Stanley for advisory services
These ongoing annual advisory fees apply to all products available on an advisory basis andconsist of the fees received on the amounts invested by Morgan Stanley as investment advisor
in exchange for ongoing advisory services. However, certain advisory programs could havelower fee ranges and all advisory fees are negotiated individually between each client andtheir Financial Advisor and may vary above or below these ranges. Advisory fees are addressed
separately in the Morgan Stanley Form ADV for Alternative Investments and in each client’s
advisory agreement with the firm.
UPFRONT PLACEMENT FEE
Single transaction fee paid to Morgan Stanley for introduction to an Alternative Investment fundFee paid by an investor or the underlying fund sponsor or issuer one time to Morgan Stanleyas the distributor for introducing the investor to the fund or company. This fee is a percentage ofthe commitment or investment amount and changes based on the size of the investment. The fee
is up to 3% based on the investment amount. Please refer to the point of sale letter, fee disclosurestatement or offering materials for the selected Alternative Investment for details.
TRAILER FEE, INVESTOR SERVICING FEE(S) AND ONGOING DISTRIBUTION FEE(S)Fees paid to Morgan Stanley for placement, marketing and servicing of investor positions in
Alternative Investment funds
An ongoing fee paid by the fund or clients compensating Morgan Stanley for assistance withthe sales, distribution, retention of interests, investor servicing and/or other services provided.
This fee typically ranges from 0.25-1.00% of a client’s committed or invested capital in an
Alternative Investment fund, or the net asset value of a client’s interest in the fund. Certain
Alternative Investment products may fall above or below these ranges and are set forth in theoffering documents, point of sale letter or other disclosure document for each product, which
are available from your Financial Advisor.
CUSTOM PORTFOLIO SOLICITATION FEE
Solicitation Fee paid to Morgan Stanley in connection with referrals for custom portfolios orcustom funds
This fee is only applicable to the referral of clients to an investment manager, in connection
with the management of a portfolio of Alternative Investments on behalf of the client, or for theclient’s investment in a custom portfolio fund in which the client is the sole investor. The fee ispaid to Morgan Stanley by the investment manager (who may be an affiliate). Solicitation fees
are not charged to advisory clients. The solicitation fee is applied when the firm is not acting asa placement agent or investment adviser. The typical solicitation fee ranges from 0.20-0.65%.
Please refer to the offering materials for additional detail.
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PERFORMANCE REPORTING
Fee charged by Morgan Stanley to the fund sponsor or the investor to provide performance
reporting on the investor’s account statement
Morgan Stanley may be requested by the investor or the fund sponsor to provide a reporting
service to investors for certain Alternative Investment products, including Alternative
Investment products that the investor purchased away from Morgan Stanley or for which
Morgan Stanley no longer provides typical brokerage or advisory services. Fees can generally
be up to 0.25% of the net asset value of the investor’s position.
REFERRAL FEE(S)Fee paid to Morgan Stanley for introductory services
In limited instances, Morgan Stanley may be compensated by the fund sponsor for introducing an
investor to an Alternative Investment or the fund sponsor. These fees typically are either structured
as a one-time payment from the fund sponsor to Morgan Stanley generally ranges from 0.50% to
1.00% or as an ongoing periodic payment to Morgan Stanley that generally ranges from 0.10% to
0.50% of the aggregate amount of investments by investors who invest in the products or servicesof the fund sponsor. For Alternative Investments, certain products or services may fall above andbelow these ranges. Please refer to the disclosure documents and point of sale or client disclosure
letter of each product or service, which are available from your Financial Advisor for specific details
related to such products or services. Referral fees are not charged to advisory clients.
REVENUE SHARING
Fund sponsor revenue shared with Morgan Stanley
Fund sponsors share revenue with Morgan Stanley, by making either a one-time payment or
ongoing payments in installments over time, with respect to Alternative Investment products forwhich Morgan Stanley acts as the placement agent. These fees are paid by the fund sponsor or anaffiliate (out of their own assets) to Morgan Stanley to maintain and enhance the product platform.
The fee is typically based on the aggregate value of all capital commitments made to the relevant
product by Morgan Stanley clients, or the net asset value of such positions, and varies by producttype. For evergreen Alternative Investment products (such as open-ended business development
companies and non-traded REITs, but excluding hedge funds), such fees are typically ongoing fees
paid in installments over time and range from 0.1% to 0.25% per annum. For illiquid Alternative
Investment products, such fees typically range from 1% to 2%, with half of the fee payable upfront
and the rest in installments over time. A limited number of hedge funds instead are subject toan ongoing fee of up to 0.25% annually. Revenue sharing fees for certain Alternative Investment
products may fall above or below these ranges and are set forth in the offering documents, pointof sale letter, or other disclosure document for the relevant product, which are available from yourMorgan Stanley Team. The sharing of revenue with Morgan Stanley or with certain asset managers
on the Alternative Investments platform presents a conflict of interest for Morgan Stanley to theextent that the lack of shared revenues causes Morgan Stanley not to offer certain products on theplatform or to favor those products that pay a higher amount of revenue share.
ADMINISTRATIVE FEE
Fee charged by PE/RE Feeder and shared with Morgan Stanley for investor servicing support
The Administrative Fee is charged by certain PE/RE Premier feeder funds to most limited
partners and paid to the general partner (or its affiliates), or paid by an underlying fundmanager (or its affiliates) to the general partner (or its affiliates), in connection with thegeneral partner’s role in providing certain administrative and reporting services as well as
ongoing administration and operation of the feeder funds. The fee is generally 0.20% perannum and can be based on committed capital, invested capital or net asset value over theterm of the fund. A portion of the fee may be shared with Morgan Stanley for certain investor
servicing support. Please refer to the point of sale letter and offering materials of the selected
PE/RE Premier Feeder for additional details.
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PROGRAM PARTICIPATION FEE
Fee paid to HedgePremier general partner and shared with Morgan Stanley for distribution
and investor support
The Program Participation Fee is applicable to HedgePremier funds only and is paid byclients to the fund’s general partner for certain administrative and reporting services, ongoingadministration and operation of the funds, and is used in part by the general partner to compensate
Morgan Stanley as the placement agent for assistance with sales, distribution and retention ofinterests. A portion of the Program Participation Fee is shared with Morgan Stanley for certain
investor servicing support. The fee is generally up to 1% per annum based on net asset value ofthe investment. Please refer to the program document for the HedgePremier program and theoffering materials for the selected HedgePremier fund for additional detail.
FUND MANAGEMENT FEE(S)Fees charged by fund sponsor to manage assets
Management fees are charged by a fund sponsor for the professional management of client
assets in an investment fund. The management fee is intended to compensate the fund sponsor
for their time and expertise relating to selecting investments based on the fund’s investment
objective and managing the fund’s portfolio on an ongoing basis. Management fee structures
vary by fund and are charged on an ongoing basis, but are typically 0.25-2.5% of committed
capital, invested capital or value of assets under management. In cases where the fund sponsor
is a Morgan Stanley affiliate, Morgan Stanley may receive compensation resulting from this fee.
Please refer to the offering materials of the Alternative Investment for additional detail.
PERFORMANCE/INCENTIVE FEE(S) OR CARRIED INTEREST
Fees charged by Alternative Investment funds to compensate the fund sponsor in connection
with fund performance
Certain Alternative Investment fund sponsors are paid a certain percentage of the fund's net
profits. For certain funds, the fund sponsor does not receive this share of the net profits until
the return achieved by an investor has crossed a threshold or hurdle. For fund sponsors that do
charge a performance/incentive fee or carried interest, the percentage typically ranges from 5%
to 30%. In cases where the fund sponsor is a Morgan Stanley affiliate, Morgan Stanley may receive
compensation resulting from this fee. Please refer to the offering materials for additional details.
ADMINISTRATOR AND ONGOING OPERATING EXPENSES
Fees charged by funds for operational support
Fees charged to clients by the Alternative Investment fund to pay fund administrators and any
ongoing fund expenses. These expenses typically include, but are not limited to, fees associated withaudit, accounting, legal, tax services and other ongoing costs related to the operation of the fund.
Please refer to the offering materials of the selected Alternative Investment fund for additional detail.
CERTAIN FEES EARNED BY AFFILIATES AS A RESULT OF MORGAN STANLEY’S EFFORTS
Our affiliate, Morgan Stanley Investment Management, serves as the investment adviser to certain
alternative investment funds that our Financial Advisors may offer. Morgan Stanley Investment
Management (and its affiliated entities) receives additional investment management fees andother fees, including administrative service fees, from these funds. Therefore, we have a conflictin recommending these affiliated funds. In order to mitigate this conflict, Financial Advisors andtheir Branch Office Managers do not receive additional compensation for recommending affiliatedfunds. Morgan Stanley Investment Management and its affiliates have entered into placement,
administrative services and revenue-sharing agreements with us in which we pay or are therecipient of the fees described in this brochure.
TRAINING, EDUCATION AND DATA ANALYTICS PAYMENTS
Morgan Stanley provides fund families with opportunities to sponsor meetings and conferences
for educational, marketing and other promotional efforts. Some fund representatives also work
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closely with our branch offices and Financial Advisors to develop business strategies and plan
promotional events for clients, prospective clients and educational activities. Some fund families
or their affiliates reimburse Morgan Stanley for certain expenses incurred in connection withthese promotional efforts, as well as training programs. Fund families independently decide if
and what they will spend on these activities, with some fund families agreeing to make annual
dollar amount expense reimbursement commitments of up to $600,000, although actual
reimbursements may be higher. Some fund families also invite our Financial Advisors to attend
fund family-sponsored events. Expense payments may include meeting or conference facility
rental fees and hotel, meal and travel charges. Morgan Stanley also provides fund families withthe opportunity to purchase sales data analytics. The amount of the fees depends on the levelof data and ranges up to $700,000 per year. For an additional fee, fund families may purchasesupplemental data analytics on other financial product sales at Morgan Stanley.
These facts present a conflict of interest for Morgan Stanley to the extent they lead us to focus
on certain products or advisory services offered by those fund families that commit significant
financial and staffing resources to promotional and educational activities and/or purchase data
analytics instead of on certain products or advisory services offered by fund families that do not. In
order to mitigate this conflict, Financial Advisors and their Branch Office Managers do not receive
additional compensation for recommending certain products or advisory services by fund families
that provide sponsorship support for training and education and/or purchase data analytics.
CASH & NON-CASH COMPENSATION
Fund family representatives are allowed to provide funding for client/prospect seminars, employee
education and training events, an occasional meal and entertainment and gifts. Morgan Stanley’s
non-cash compensation policies set conditions for these types of payments, and do not permit
any funding conditioned on achieving any sales target or awarded on the basis of a sales contest.
LIMITATIONS ON THE AVAILABILITY OF CERTAIN ALTERNATIVE INVESTMENT FUNDS
As a registered broker-dealer and investment adviser, Morgan Stanley provides both brokerage
services and consulting services to its clients, and in connection therewith, interests in alternative
investment funds are made available in placement transactions and in consulting recommendations.
Prospective investors should note that, while many alternative investment funds are madeavailable both on a placement and consulting basis, certain funds may be available solely inplacement transactions and others only as consulting recommendations. Also, some specific funds
are only made available in certain consulting programs. Such programs have client eligibility
criteria that differ from broadly available placement transactions or consulting services offered
to Morgan Stanley clients, and therefore, such funds may not be accessible to all prospective
investors, even if such investors would qualify for an investment based upon the fund’s eligibility
criteria. In some instances, an FA/PWA may have a relationship with, or may be the source of, aparticular fund on the Morgan Stanley platform. When such funds are sourced by an FA/PWA,
a fund may also set aside, or make available, the interests in the fund for the clients of such FA/
PWA. To the extent that a prospective investor is eligible for an investment in the Fund, but is
not a client of the designated FA/PWA, or a participant in such consulting program, such fundmay not be presented or made available to the prospective investor. In other instances, clients ofthe designated FA/PWA, or consulting program, may be permitted to invest in the fund prior tothe clients of other FA/PWAs, or clients participating in broadly available consulting programs.
Clients should consult with their FA/PWA for further details regarding their eligibility for,and the availability of, alternative investment funds on the Morgan Stanley platform, and theconsulting programs available to them.
ALTERNATIVE INVESTMENT FUND MATERIALS IN DATA REPOSITORY
If you invest in Alternative Investment funds, you understand that (in addition to any
distribution of materials sent to you by the Alternative Investment fund, its affiliates
and/or service providers or storage of such materials by the Alternative Investment fund,
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its affiliates and/or service providers), if agreed to by the Alternative Investment fund, theoffering memorandum of the Alternative Investment fund, the organizational documentsof the Alternative Investment fund, each as amended or supplemented from time to time,other materials, communications and/or reports relating to your interests in the Alternative
Investment fund will be posted to a supplemental third party repository (including, without
limitation, a data repository hosted by iCapital Strategies LLC or its affiliates) to provide you
and your Financial Advisor with access to such documentation and information.
OVERSUBSCRIPTION POLICY
From time to time, Morgan Stanley may have limited access to opportunities to place clients in,or recommend client to, Alternative Investments. Under these circumstances, when the aggregate
Morgan Stanley client subscriptions for an Alternative Investment exceeds the capacity given
to Morgan Stanley by the Alternative Investment manager, the Alternative Investment will beoversubscribed. Where an Alternative Investment is oversubscribed, Morgan Stanley will reduceclient orders on a pro rata basis to address the oversubscription of the Alternative Investment
until Morgan Stanley’s capacity is met. If the application of the reduction results in an additional
fee imposed by the Alternative Investment fund or manager, or such a reduction would resultin a client not meeting the minimum allowable investment agreed upon with the Alternative
Investment Manager or required by law, Morgan Stanley may create a ‘floor’ minimum investment
amount to ensure such pro-rata reduction(s) would not cause such additional fees to be charged
or such minimums not to be met. Morgan Stanley is not required to allot or prioritize a client
for any additional capacity that may become available following the client’s subscription for a
reduced amount in such Alternative Investment. Morgan Stanley may change its policy to ensurethat the process, as it relates to clients, remains fair, equitable and consistent.
ALTERNATIVE INVESTMENTS RETURNS ARE NOT GUARANTEED BY MORGAN STANLEYInterests in alternative investment products are only made available pursuant to theterms of the applicable offering memorandum, are distributed by Morgan Stanley and certainof its affiliates, and (1) are not FDIC-insured, (2) are not deposits or other obligations ofMorgan Stanley or any of its affiliates, (3) are not guaranteed by Morgan Stanley WealthManagement and its affiliates, and (4) involve investment risks, including possible loss ofprincipal. Morgan Stanley is a registered broker-dealer, not a bank.
ALTERNATIVE INVESTMENTS ARE GENERALLY NOT COVERED BY SIPC
Alternative Investment securities discussed in this brochure are not covered by theprotections provided by the Securities Investor Protection Corporation, unless such securities
are registered under the Securities Act of 1933, as amended, and are held in a Morgan Stanley
Individual Retirement Account.
CERTAIN RISKS RELATING TO ALTERNATIVE INVESTMENTS
Alternative Investments have different features and risks than other types of investment
products. As further described in the offering documents of any particular Alternative Investment,
alternative investments can be highly illiquid, are speculative and not appropriate for all investors.
For example, alternative investments may place substantial limits on liquidity and the redemption
rights of investors, including only permitting withdrawals on a limited periodic basis and with asignificant period of notice and may impose early withdrawal fees. Alternative Investments areintended for experienced and sophisticated investors who are willing to bear the high economic
risks of the investment. Investors should carefully review and consider potential risks before
investing. Certain of these risks may include: loss of all or a substantial portion of the investment
due to leveraging, short-selling, or other speculative practices; lack of liquidity, in that there
may be no secondary market for the fund and none expected to develop; volatility of returns;
restrictions on transferring interests in the Alternative Investment, including only permitting
withdrawals on a limited periodic basis upon significant written notice and restricting withdrawals
through “gates,” “side-pockets” and other mechanisms; potential lack of diversification and
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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 intax reporting; less regulation and higher fees than mutual funds; advisor risk and indemnities,“clawbacks” or other restrictions that may require the return of capital previously distributed
to you or the payment of additional capital. Alternative Investments may also have higher fees(including multiple layers of fees) compared to other types of investments and may charge an
asset-based fee as well as incentive fees based on net profits which may create an incentive fora manager to make investments which are riskier or more speculative than those which might
have been made in the absence of such an incentive. Alternative Investments are generally
not limited in the markets in which they may invest, either by location or type, such as large
capitalization, small capitalization or non-U.S. markets. Individual funds will have specific risks
related to their investment programs that vary from fund to fund. For more details on theseand other features and risks, please carefully read the offering documentation (including risk
disclosures) relating to any selected Alternative Investment product.

GlobalCurrencySM Accounts
NEGATIVE INTEREST RATE FEES IN GLOBALCURRENCY ACCOUNTS
If a Foreign Currency is yielding a negative interest rate, Morgan Stanley in its discretion may
charge your account(s) a monthly negative interest rate fee for servicing your GlobalCurrency
account. This fee would be posted on the fifth business day of the month against actual balancesheld in the account during the preceding month. This fee may vary each month and will appear
as a “GlobalCurrency Maintenance Fee” entry on your monthly statement. The fee will becalculated by applying a daily negative rate to the daily balances in each affected currency.
The resulting amount will then be converted to USD, using the spot exchange rate on the fifthbusiness day of the following month. Your position in currency will not be affected. You should
consider these fees when determining whether maintaining a deposit in foreign currency meets
your investment objectives.

Important Disclosures Regarding Your Precious
Metals Transactions
This notice contains important disclosures regarding your precious metal transactions, including
information about risks. The term “precious metals” is used in this notice to mean gold, silver,
platinum and palladium in coin, bar, ingot or other marketable forms. Your precious metals
transactions are subject to all the terms and conditions of this notice and your existing brokerage
account agreement with Morgan Stanley. Any questions you have regarding this document or
your precious metals transactions should be discussed with your Morgan Stanley Financial
Advisor. Your trading or storage of precious metals with or through Morgan Stanley confirmsthat you agree to be bound by the terms and conditions of this notice and any other agreements
you may have with Morgan Stanley or its affiliates.
RESPONSIBILITY FOR PRECIOUS METAL TRANSACTIONSMorgan Stanley will not act as your investment fiduciary or investment adviser with respect
to your precious metal transactions. This means that you, and not Morgan Stanley, will direct andbe responsible for all precious metal investment decisions. Always consult your own professional
advisors regarding the tax, legal and accounting implications of your investment decisions.
MORGAN STANLEY’S DEALER PROFIT, COMMISSIONS AND FEES
In providing precious metal services, Morgan Stanley may act in a principal or agency capacity,and may charge a markup or commission on purchases and sales. Additional fees may be charged
for the purchase, sale, storage or shipment of your precious metals. Morgan Stanley may buy and
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sell for its own account the physical precious metals that back “unallocated” holdings and may
profit by such use in addition to the markups or commissions it charges on purchases and sales.
MARKET RISK
Precious metals are speculative investments, which may experience short-term andlong-term price volatility. The value of precious metals investments may fluctuate andmay appreciate or decline, depending on market conditions.
EXECUTION OF YOUR ORDER
Bid and offer prices for precious metals may change from minute to minute based upon supply
and demand, interest rates, foreign exchange rates and other factors. The price charged or paid toyou by Morgan Stanley will be affected by the prices that are available to us from other buyers andsellers in the market. At times, dealers may be unwilling or unable to quote prices due to erratic
market conditions or other reasons. Under these circumstances, we will try to execute your orderas expeditiously as possible. We may also match orders from customers to buy and sell, and we maysell precious metals to or purchase precious metals from, customers for our own inventory. Actual
bid and offer prices are dependent on many factors including the size, purity and time of a particulartransaction, and the form and availability of the precious metal requested. Actual bid and offer prices
may therefore vary considerably from the prices that are reported in newspapers or online quotation
services, and they may not be the best price available in the market at any particular time. Since
precious metals are not traded on any exchange there may be little or no secondary market for any
given precious metal. Although we currently buy precious metals from, and sell precious metals tocustomers, we are not required to do so. If we were to stop doing so, you could be required to makeyour own arrangements for the storage, shipment or sale of your precious metals.
“ALLOCATED,” “UNALLOCATED” AND “SPECIFICALLY IDENTIFIED” OWNERSHIP
Morgan Stanley’s Precious Metals Trading Desk offers “unallocated” bullion (in some cases, forliquidation only) (gold, silver, platinum and palladium), “allocated” physical precious metals (barsand coins), and “specifically identified” physical precious metals (bars). “Unallocated” ownershipmeans that your investment is held in book-entry form in your Morgan Stanley account. Holders of
unallocated positions are subject to either the credit risk of Morgan Stanley or the London Bullion
Market Association (“LBMA”), and therefore are dependent on Morgan Stanley’s or the LBMA’s ability
to pay you an amount equal to your investment in Unallocated precious metals. This means that you are
an unsecured creditor of Morgan Stanley or the LBMA, and if we, or the LBMA, were to default on our
obligations to you, your investment would be at risk, and you could lose some or all of your investment.
“Allocated” ownership means that the physical precious metals (bars and coins) you orderfrom Morgan Stanley’s Precious Metals Trading Desk are purchased and stored on your behalf,
but no specific metal bar or coin is identified as belonging to you. Your precious metals will
be stored together with precious metals that are owned by and stored for other customers.
“Specifically identified” ownership means that the actual precious metals that you own willbe specifically identified by serial number or other unique marker. If you request Morgan Stanley
to arrange storage for your specifically identified metal, the serial number(s) of your metalbar(s) will be identified and recorded as belonging to you.
“Specifically identified” and “allocated” precious metals are subject to higher costs andstorage fees than “unallocated” metal. Unless you specifically request otherwise, precious
metals will generally be purchased and stored on an “unallocated” basis.
Please note, as mentioned below, SIPC insurance does not apply to, and provides no coverage
for, your precious metals investments.
STORAGEWe will provide storage for your precious metals upon your request. You will not be subject
to an assay fee upon resale if you have purchased and stored your precious metals with
Morgan Stanley. Customers buying precious metals through Morgan Stanley or delivering

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precious metals into their Morgan Stanley accounts for storage or otherwise will be charged
a service fee. Service fees are subject to change without notice. We have arrangements forthe storage of metals in warehouses and vaults in the United States and overseas; the specificlocation where your metal is stored is within our discretion.
MINIMUM TRANSACTION SIZE; SETTLEMENTOur minimum transaction size is $5,000 per metal per transaction. Purchases and sales ofprecious metals normally settle in two business days but may settle sooner or later dependingon the precious metals involved or due to holidays or special circumstances.
DELIVERIES
You will be charged an insured shipping fee and applicable sales tax if you take physical possessionof precious metals. When taking delivery of bullion bars, there may be a small adjustment to reflect
differences in bar sizes or the fineness of the precious metal in that bar. Any such adjustments
will be charged or credited to your Morgan Stanley account. Some states charge a sales tax ondelivered precious metals. Upon request, your Financial Advisor will provide you with the costof shipping and information on applicable sales taxes.
TRANSFERRING PRECIOUS METALS INTO YOUR MORGAN STANLEY ACCOUNT
Contact your Financial Advisor for full instructions if you want to deliver previously purchased
precious metal for credit into your Morgan Stanley account. Morgan Stanley and our custodian
depositories may, at their discretion, refuse to accept precious metals or parcels containing precious
metals, and you may not send precious metals to a Morgan Stanley custodian depository without
preauthorization. All such shipments are at your risk and expense. Please note that if you have beenpreauthorized to send precious metals to a Morgan Stanley custodian depository, Morgan Stanley
will generally charge an assay fee for verifying the weight and purity of precious metals.
SIPC INSURANCE NOT APPLICABLE
The Securities Investor Protection Corporation (“SIPC”) provides certain protection forcustomers’ cash and securities in the event of a brokerage firm’s bankruptcy, other financial
difficulties, or if customers’ assets are missing. SIPC insurance does not apply to precious
metals or other commodities.
COINS
Coins purchased through Morgan Stanley have no numismatic value. Morgan Stanley cannot
guarantee the year when coins were minted, either when executing your orders or when deliveringcoins from your Morgan Stanley accounts. Mints may change standards (including size and metal
purity) for their coins. Morgan Stanley is not responsible for notifying you of any such changes.
OUR RIGHTSFor our protection against credit risks and other conditions, we may, without notice, decline, cancel
or reverse your orders or instructions or place trading, disbursement and other restrictions on yourMorgan Stanley accounts. As security for the payment of any amounts owed to us or our affiliatesby you or otherwise, you grant to us a continuing first priority security interest in and lien on, and aright of setoff with respect to, all precious metals, securities and other property that are, now or in the
future, held, carried or maintained for any purpose in or through your accounts at Morgan Stanley
and, to the extent of your interest in or through them, any present or future account with us or ouraffiliates in which you have an interest and agree that all precious metals in your accounts are forthis purpose to be treated as “financial assets” for purposes of the Uniform Commercial Code.
You are responsible for payment of all obligations related to your transactions in and storageof precious metals. We may elect at any time, with or without notice, to make any debit balanceor other obligation related to your transactions in and storage of precious metals immediately
due and payable. We also may report any past due amount to a consumer or securities credit
reporting agency and refer your accounts to a collection agency.

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Whenever it is necessary for our protection (including, without limitation, the filing by, on
behalf of, or against you of a petition or other proceeding under any applicable bankruptcy or
insolvency laws) or to satisfy any amounts owed to us by you, we may but are not required tosell, assign and deliver all or any part of the precious metals, securities and other property
held in your Morgan Stanley accounts, or close any or all transactions in your Morgan Stanleyaccounts. You are responsible for all debts, costs, commissions and losses arising from any
actions we must take to liquidate or close your precious metal transactions. In addition, youagree that we shall be entitled to apply any dividends, capital gains payments, interest payments
or other incoming funds to cover fees or other indebtedness to us.
We may transfer precious metals, securities and other property from any brokerage accountin which you have an interest to any other brokerage account, regardless of whether there areother owners of either account, in order to satisfy deficiencies in any such account or if wethink your obligations in any such account are not adequately secured.
It is our policy to attempt to contact you, when practicable, before taking any action describedin this section; however, we reserve the right to take any such action without prior notice ordemand for additional collateral and free of any right of redemption. Any prior demand, call or
notice will not be considered a waiver of our right to sell or buy without demand, call or notice.
We may choose which precious metals, securities or other property to buy or sell, whichtransactions to close and the sequence and timing of liquidation. Our choices may have adverse
tax consequences or investment implications for you. We may take such actions on whateverexchange or market and in whatever manner (including public auction or private sale) that wechoose in the exercise of our business judgment. You agree not to hold us liable for the choiceof which precious metals, securities or other property to buy or sell or of which transactions toclose or for the timing or manner of the liquidation.

Municipal Securities Rulemaking Board Client
Education and Protection Brochure
MSSB is registered with the Municipal Securities Rulemaking Board (MSRB) and the SEC.
The MSRB website address is https://www.msrb.org. An investor brochure that describes theprotections available under MSRB rules and how to file a complaint with an appropriate regulatory
authority may be obtained on the MSRB website.

Municipal Advisor Rule; Disclosures for Municipal
Entities and Obligated Persons
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”). If you have a Brokerage Account, please note that: 1) Morgan Stanley
Wealth Management does not owe you a fiduciary duty pursuant to the Municipal Advisor Rulewhen Morgan Stanley Wealth Management makes statements or provides you with information
regarding your Brokerage Account; 2) Morgan Stanley Wealth Management may be acting for its own
interests; and 3) before acting on any statements made or information provided by Morgan Stanley
Wealth Management, you should consult any and all advisors as you deem appropriate.

Short Positions in Municipal Securities
Morgan Stanley does not permit clients to sell municipal securities short. There are circumstances,
however, that effectively create a Firm short position, such as a trading error or when a seller

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fails to deliver securities to fill a municipal bond order. The Firm may be required to take action
to cancel your trade, in full or in part, in order to comply with its own regulatory obligations
to close out shorts or fails. This may happen even when a third party or Morgan Stanleycauses or creates the short. In these instances your Financial Advisor will discuss investment
options with you. In certain instances, you may receive taxable substitute interest instead of
the tax exempt interest you would expect to receive from your municipal bond. The Firm will
use a lottery to randomly allocate such a short position to one or more client accounts. It is
possible that this short position could be allocated to a municipal bond position in any of yourMorgan Stanley account(s), in full or in part. In the limited instances where your municipal
bond position is offset, in full or in part, versus a short position at the Firm, you could receive
substitute interest that is paid by Morgan Stanley, not the issuer, and thus treated as taxable,
rather than tax-exempt, for US income tax purposes. In the event that you are paid substituteinterest, you will receive an additional payment to account for US income tax you may owe on
receipt of both the substitute interest and the additional payment, which is intended to minimize
the US income tax consequences of receiving substitute interest. Your account statements andyear-end tax reporting documents will reflect the receipt of taxable substitute interest, rather
than tax-exempt interest in the event your municipal bond position is allocated to a Firm shortposition. Clients may contact their Morgan Stanley Financial Advisor or Private Wealth Advisor
to discuss. Clients should consult with their tax advisors on the tax treatment of any substituteinterest or additional payment, as Morgan Stanley does not provide tax advice.

Important Disclosures for Structured Investments
An investment in structured investments involves a variety of risks and potential conflicts ofinterest. Morgan Stanley Wealth Management has created a disclosure document, “Important
Information Regarding Structured Investments – Risk Considerations and Conflicts of Interest”
which explains some of the significant risks and potential conflicts related to structured
investments, and is available on Morgan Stanley Online at https://www.morganstanley.com/
structuredproductsrisksandconflicts (login required) or by contacting your Financial Advisor.
The risks and potential conflicts described in the disclosure document are not intended to be
an exhaustive list of the risks and potential conflicts associated with a particular structured
investment offering. Before you invest in any structured investment, you should thoroughly
review the particular investment’s prospectus and related offering materials for a comprehensive
description of the risks, potential conflicts and considerations associated with the offering.
Morgan Stanley distributes structured investments issued by its affiliates as well as third
party issuers. The issuer of a structured investment and its affiliates (including the guarantor, if
applicable) may play a variety of roles in connection with the structured investment, including
acting as calculation agent (which is responsible for determining the values of the underlier andcalculating the amount you receive upon early redemption, if applicable, or at maturity, if any)and hedging the issuer’s obligations under the structured investment. Certain determinations
made by such affiliates may require them to exercise discretion and make subjective judgments(for example, with respect to the occurrence or non-occurrence of market disruption eventsor the selection of a successor underlier in the event of a discontinuance of the underlier anddetermining the value of the underlier following such events), and may cause the economic
interests of the issuer (and the guarantor, if applicable) to diverge from your economic interests.
In addition, the issuer, the guarantor (if applicable), its or their affiliates, Morgan Stanley
Wealth Management and/or its affiliates may be market participants and may, currently or in
the future, publish research reports with respect to movements in the underlier. Such research
may be modified from time to time without notice to you and may express opinions or provide

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recommendations that are inconsistent with purchasing or holding a specific structured
investment or structured investments generally.
Where the underlier is a proprietary index of the issuer or an affiliate and the issuer or its
affiliates act as the index sponsor, index calculation agent and/or in any similar capacity, there
will be additional potential conflicts of interest. For example, an affiliate of the issuer may bepermitted to change the methodology of the index or discontinue the publication of the index.
In acting in any of these capacities, the issuer, the guarantor (if applicable) and its or theiraffiliates are not obliged to take your interests into account.
The rate the issuer of a structured investment is willing to pay is likely to be lower than
the rate implied by its (or the guarantor’s, if applicable) secondary market credit spreads andadvantageous to it. Both the lower rate and the inclusion of certain costs in the original issue
price reduce the economic terms of structured investments, cause the estimated value to be lessthan the original issue price and will adversely affect secondary market prices. Generally, theprices, if any, at which dealers may be willing to purchase structured investments in secondary
market transactions will likely be significantly lower than the original issue price, because
secondary market prices will exclude the issuing, selling, structuring and hedging-related
costs that are included in the original issue price and borne by you and because such prices
will reflect the issuer’s (or the guarantor’s, if applicable) secondary market credit spreads andthe bid- offer spread that any dealer would charge, as well as other factors. The costs includedin the original issue price of the securities may include those that will be paid to an entity
providing certain electronic platform services in which an affiliate of Morgan Stanley has anownership interest. The cost of hedging includes the projected profit that the calculation agent
and its affiliates may realize in consideration for assuming the risks inherent in managing thehedging transactions. In addition, the inclusion of such costs in the original issue price andthe lower rate the issuer is willing to pay make the economic terms of structured investments
less favorable to you than they otherwise would be and result in an estimated value that is lessthan the original issue price. The estimated value of a structured investment is determined byreference to the issuer’s or an affiliate’s pricing and valuation models, which may differ fromthose of other dealers and is not a maximum or minimum secondary market price. Any secondary
market prices may differ from values determined by pricing models used by the market-makeras a result of dealer discounts, mark-ups or other transaction costs.
Hedging and trading activity by the issuer and its subsidiaries and affiliates could potentiallyadversely affect the value of the structured investments. We expect that the calculation agent andits affiliates and/or third-party dealers for a particular structured investment will carry out hedging
activities related to that structured investment, including trading in the underlying asset, as wellas in other instruments related to the underlying asset. The issuer’s subsidiaries and affiliates
may also trade in the underlying asset and other instruments related to the underlying asset on aregular basis as part of their general broker-dealer and other businesses. Any of these hedging or
trading activities on or prior to the trade date and during the term of the structured investment
could adversely affect the value of the underlying asset, and, accordingly, the payout to investors.

Additional Information About the Following
Investment Products
Please visit the below link for important additional information about fees and other costs
relating to the following products:• A merican Depository Record (ADRs)• Auction Rate Securities• Equities and Fixed Income – Primary

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NY CS 1146334-4448998 05/2024• Equities and Fixed Income – Secondary• Foreign Exchange (FX) – Spot and Deliverable Forwards• Fully Paid Lending• Global Currency• Options• OTC Derivatives• Precious Metals• Preferreds• Structured Investments – Primary• Structured Investments – Secondary• Transactional Futures
https://www.morganstanley.com/disclosures/fee-and-compensation

Important Information Regarding the Sales andOffers of Sales of Investment Products to U.S.
Military Personnel* and Their Dependents**
Investment products that may be offered or sold by Morgan Stanley Smith Barney LLC or its
personnel in person on the premises of a military installation to a member of the United States
Armed Forces or his or her dependents are:(1) not offered or provided on behalf of the federal government, and(2) are not sanctioned, recommended or encouraged by the federal government.

General Information
THE NATURE OF INVESTMENT RECOMMENDATIONSExposure to certain risks is fundamental to investing, and the prices of securities may change
based on a number of often unforeseeable factors. We cannot guarantee the performance of
any investment recommended or executed by Morgan Stanley or its Financial Advisors. Past
investment performance does not predict future investment returns.
Some of the types of risk that affect investments include inflation, interest rate changes and risks
related to the underlying company or issuer, as well as economic changes, general market sentimentand the political climate. Conservative investments that are designed to preserve principal tend
to provide lower returns over time, while investments that have the greatest potential for higher
returns tend to be the most risky and volatile. Nevertheless, all investments carry risk and evenrelatively conservative and “safe” investments may expose your money to interest rate risk, inflation
risk, risks related to the particular structure and features of your investment, as well as remote but
potentially significant liquidity, credit or other risks in temporary or extended market dislocations
which could lead to losses more commensurate with a traditionally higher risk investment.
Some investors have more tolerance for risk than others. When you consider any investment,
be aware of the risks involved; only you can determine your tolerance for risk. (See the Section
on Risk and Return for more information.)* A member of the U.S. Armed Forces includes any active, retired, discharged or separated member of the Army,
Navy, Air Force, Marine Corps and Coast Guard.
* * A military installation includes any federally owned, leased or operated base, reservation, post, camp, building or other facility to which members of the U.S. Armed Forces are assigned for duty, including barracks,transient housing and family quarters.
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Some investments, such as mutual funds, provide a prospectus containing detailed information,
including details on items such as fees, charges, policies, expenses and risk factors. Always reada prospectus carefully before you invest. Before you make an investment decision, be sure you
understand the costs, fees, risks and limitations, as well as the advantages of each investment
and how it fits with your financial goals. In addition to offering investment recommendations, atyour request, your Financial Advisor can execute transactions for securities you choose. Because
these transactions are not based upon Morgan Stanley’s specific recommendations, they may berecorded as “unsolicited.” In some instances, you may have to sign an acknowledgment of this.
Your Financial Advisor cannot exercise investment discretion — ​t hat is, independently
make investment decisions for your account — ​w ithout your prior written authorization andMorgan Stanley’s prior approval. With the exception of some of our advisory programs, your Financial
Advisor may be authorized to exercise investment discretion only in very limited circumstances.
Morgan Stanley and its Financial Advisors do not offer tax or legal advice. You should
consult your personal tax and legal advisors before making any tax- or legal-related decisions.
BUYING AND SELLING SECURITIESGive your Financial Advisor complete instructions for every transaction. Whenever you
place an order, make sure you have the correct:• Account number• Account type
• Transaction type (buy or sell)• Quantity• Security description• Price (if the order is price-specific)• Dividend reinvestment instructions
HOW YOUR BROKERAGE TRADES ARE SETTLED
Generally, the settlement date is when you must pay for the security you purchased or deliver
the security you sold in negotiable form.
• Effective May 28, 2024, United States securities exchange rules will require that mostsecurities transactions settle on or before the next business day following the trade date(T+1). There are certain exceptions to this requirement. Mutual fund trades, as well as
trades involving certain classes of fixed income securities (including Treasury securities)
and exchange-traded options trades already settle on a T+1 basis. Certain money market
fund transactions, among others, settle on a T+0 basis.
• Cash-basis transactions settle on the same business day as the trade (T+0).
TRADE CONFIRMATIONS
A confirmation is a written record of your transaction. It provides important information
about your security transactions and should be maintained for your records.
Morgan Stanley sends confirmations for every securities transaction the firm effects, except
where regulatory exceptions apply.
HOW YOUR TRADES ARE EXECUTED
When processing trades, Morgan Stanley acts as either agent or principal, or in some instances
as both agent and principal. Your trade confirmation tells you in what capacity we acted:• A s an agent, Morgan Stanley works to find you the best execution for your order. If you
elect to have an investment advisory account, generally all trades are executed as agent.
• A s a principal or riskless principal, Morgan Stanley buys securities from you and sells
securities to you, subject to its best execution and fair pricing obligations, as applicable.
Morgan Stanley and its affiliates generally earn revenue when they execute trades on aprincipal or riskless principal basis. Certain products are primarily, or exclusively, tradedon a principal or riskless principal basis in brokerage accounts and Morgan Stanley or its
affiliates may be the only source of liquidity and/or pricing for these transactions. While
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Morgan Stanley generally does not maintain an inventory of securities, it enters principaltransactions with its affiliates in order to fill its clients’ buy or sell orders. Such affiliate maysell the securities from its own inventory or buy securities based on the current market priceor may source such positions from, or sell to, other market participants. In other cases, MSSB
may act as agent but may route your order for execution to an affiliate acting as principal or
riskless principal. On these MSSB agent trades, the affiliate relationship will be disclosed
to you on the trade confirmation. When trading as principal or riskless principal, neither
Morgan Stanley nor its affiliates are obligated to or committed to make a market to support
trading in the relevant securities.
EXTREME MARKET CONDITIONSClients should be aware of the risks and considerations of transacting in extreme market
conditions. During times of extreme market volatility, the fixed income markets may experiencewider spreads between bid and offer prices as well as a shortage of liquidity. If this occurs,
Morgan Stanley may implement modifications to its policies and procedures governing trade
execution and surveillance in order to preserve the continued execution of clients’ orders in amanner that is consistent with the firm’s best execution obligations. Morgan Stanley’s handlingof orders may take longer and may reflect greater price volatility, and executions may be at wider
price variances than in normal market conditions. An execution price during extreme market
conditions may not be indicative of the true market value of the securities and/or price in normal
market conditions. In addition, extreme market conditions make it more difficult to determine
a security’s prevailing market price.

Risk & Return
The chart below illustrates the trade-off between risk and return involved in all investments.
HIGHER
Aggressive

EA

SI

NG

RI

SK

+

SS

IB

LE

RE

TU
RN

RISK

=

IN
CR

Moderate

IN

CR

EA
SI

NG

PO

Conservative

LOWER

–

HIGHER
RETURN+

All investments carry risk and even relatively conservative and “safe” investments may
expose your money to interest rate risk, inflation risk, as well as remote but potentiallysignificant liquidity, credit or other risks in temporary or extended market dislocations
which could lead to losses more commensurate with a traditionally higher risk investment.

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RISK TOLERANCE

Aggressive
Moderate
Conservative

Investors who emphasize return on investment over principal preservation. They are willing to subject a greater portion of their portfolio torisk in anticipation of a greater return on investment.
Investors willing to subject a portion of their principal to increased riskin order to generate a greater rate of return.
Investors who emphasize principal preservation over return on investment.

INVESTMENT OBJECTIVES

IncomeAggressive
IncomeCapitalAppreciation
Speculation

 or investors seeking regular income with low to moderate risk to principal.
FFor investors seeking higher returns either as growth or as income withgreater risk to principal.
For investors seeking capital appreciation with moderate to high risk
to principal.
For investors seeking high profits or quick returns with considerable
possibility of losing most or all of their investment.

Summary of Procedures for Certain Syndicate Offerings
PROCEDURES FOR IPOS AND OTHER PUBLIC OFFERINGS ISSUED ON S‑1S AND N-2S
Effective March 2023, the following procedures will also be applicable to Initial Public
Offerings (“IPOs”) of closed-end funds (“CEFs”) and business development companies (“BDCs”).
The following provides a summary of Morgan Stanley’s system for receiving client offers to
buy securities in most IPOs, including IPOs of CEFs and BDCs, and other public offerings issued
on an S-1 or N-2 registration statement (together with an IPO, a “Public Offering”) for which
Morgan Stanley is an underwriter. This system is not utilized for certain Public Offerings, suchas offerings issued pursuant to a shelf registration statement, or any other non-public offerings.
If you are interested in purchasing Public Offering securities after reviewing a preliminary
prospectus, you can provide your Financial Advisor or Private Wealth Advisor (“FA/PWA”) witha Conditional Offer to Buy (“COB”) before the pricing of the Public Offering, and, subject to theconditions described below, you will not be required to reconfirm your COB after the pricing of
the Public Offering. In addition, you can withdraw your COB at any time up to and including theWithdrawal Time for the Public Offering, as described below. Each time you provide Morgan Stanley
with a COB, we will send you an email confirming receipt of the COB (the “COB Confirmation”).
If you provide your FA/PWA with a COB:
• I n the case of an equity Public Offering (other than a CEF IPO), the price at which you are
offering to buy such securities will be a range that is 20% below the bottom end and 20%
above the top end of the price range set forth in the preliminary prospectus, such 20%
calculated by using the top end of such price range (the “Conditional Offer Price Range”).
— For example: if the price range in the preliminary prospectus for an equity Public
Offering (other than a CEF IPO) is $18 to $20 per share, your Conditional Offer Price
Range includes an equity Public Offering price at $14 to $24 per share (calculated as
20% of $20, being $4, and adding this amount to the top end of the price range andsubtracting such amount from the bottom end of the price range).
• I n the case of an equity Public Offering for a CEF and certain BDCs, the price at which
you are offering to buy such securities is set out in the preliminary prospectus.
• Your COB will no longer be valid, and your FA/PWA may contact you to obtain a new COB, if:— there is a material change to the preliminary prospectus; or— i n the case of an equity Public Offering with a price range, the equity Public Offering
prices above or below the Conditional Offer Price Range; or
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— for Public Offerings other than CEF IPOs, your COB has been outstanding and not
accepted for more than 20 days.
• Once the registration statement has been declared effective (usually just before pricing of
the securities), Morgan Stanley will email you a Notice of Effectiveness, which will include
the “Withdrawal Time.” This is the period of time (which will be at least one hour) during
which you may withdraw your COB by contacting your FA/PWA. At any time up to andincluding the Withdrawal Time, you are not bound in any way and may withdraw
your COB without any penalty.
• A fter the Withdrawal Time, your COB can be accepted by Morgan Stanley without any
further action by you. Morgan Stanley will not reconfirm your COB after pricing.
• There is no guarantee that you will be allocated shares in a Public Offering. Morgan Stanley
will not be obligated to accept your COB or to allocate shares to you.
• To determine whether you have been allocated shares in the Public Offering, contact yourFA/PWA or wait to receive a confirmation of sale.
Please note that Morgan Stanley retains the right, at any time, to require reconfirmation of your COB.
Participating in a new issue/syndicate is subject to availability and suitability. IPOs arehighly speculative and may not be suitable for all investors because they lack a stock-trading
history and usually involve smaller and newer companies that tend to have limited operating
histories, less-experienced management teams, and fewer products or customers. Also, theoffering price of an IPO reflects a negotiated estimate as to the value of the company, which
may bear little relationship to the trading price of the securities, and it is not uncommon forthe closing price of the shares shortly after the IPO to be well above or below the offering price.
PROCEDURES FOR FOLLOW-ON OFFERINGS
The following provides a summary of Morgan Stanley’s system for receiving client
offers to buy securities in most follow-on offerings offered pursuant to a shelf registration
statement (“Follow-On”) for which Morgan Stanley is an underwriter. If you are interested inpurchasing Follow-On securities after reviewing a preliminary prospectus, you can provide yourFA/PWA with an Offer to Buy (“OTB”) before the pricing of the Follow-On. If you provide yourFA/PWA with an OTB:
• You will not be bound in any way and may withdraw your OTB without any penalty
prior to pricing of the Follow-On. Any OTB made by you after pricing cannot be
withdrawn as it would be a binding order to buy.
• Your OTB will no longer be valid, and your FA/PWA may contact you to obtain a new OTB,
if there is a material change to the preliminary prospectus; or your OTB may be cancelled
if it has been outstanding and not accepted for more than 20 days.
• After pricing, your OTB can be accepted by Morgan Stanley without any further action by you.
Morgan Stanley will not reconfirm your OTB after pricing (although Morgan Stanley
retains the right, at any time in its discretion, to require reconfirmation).
• Participation in a Follow-On is subject to availability and appropriateness. There is no
guarantee that you will be allocated shares in a Follow-On. Morgan Stanley will not be
obligated to accept your OTB or to allocate shares to you.
• To determine whether you have been allocated shares in the Follow-On, contact your FA/
PWA or wait to receive a confirmation of sale.
If you have any questions about the COB or OTB systems described above, please contact
your Morgan Stanley FA/PWA for more information.

Important Information for Clients Selling “Long,”
Effecting Short Sales and/or Holding Short
Stock Positions
When you instruct Morgan Stanley to sell “long” securities, you must own the securities when you
place the order and you agree to make good delivery of the securities by settlement date. You further
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agree that if you instruct us to sell long and we are unable to deliver the securities to the purchaser
as a result of your failure to provide the securities to us (or any other failure of the securities toreach us by settlement), that we are required by law, regulation or rule to purchase (i.e., “buy-in”)
or borrow a security of like kind and quantity. You also agree to be responsible for any loss which
we may sustain through a buy-in or borrowing including any premiums, interest or other costs
which we may be required to pay as a result of such buy-in or borrowing or the inability to buy-inor borrow. Settlement time periods are shortening as of May 28, 2024, from the second day after a
trade to the day after a trade. If you instruct Morgan Stanley to sell shares, even if you are net longthe shares across all of your holdings, unless the shares are in your account at the time the trade isplaced, Morgan Stanley will not generally mark these trades as “long” sales. Instead, the sale will
be marked as “short sale exempt” for NMS securities or “short sale” for non-NMS securities. Thisis also the case for tendered convertible bonds and exercised options (i.e. the sale of the shares
to be received following the bond tender or options exercise will not be marked as a “long” saleunless the shares are in your account at Morgan Stanley at the time of the trade). You agree to be
responsible for any costs incurred by Morgan Stanley attributable to the delay between your saleand the delivery of the shares to Morgan Stanley.
When you sell a security short, Morgan Stanley will deliver the security on your behalf and will
charge you for the duration of time your short position remains open. Morgan Stanley & Co. LLC
sets the rate for each short sale transaction and such cost to you will vary based on a number offactors, including interest rates, the demand for the security and general market conditions, andwill also include compensation for Morgan Stanley’s services. In general, as the demand to borrowthe security increases, the costs will increase. These costs may be substantial for certain securities,
and also may fluctuate significantly over the duration of the period of time your short position isheld, thus impacting the return on your short transaction. Accordingly, we urge you to discusswith your Financial Advisor the potential costs of short selling prior to entering any short sale aswell as the ongoing borrowing costs when determining whether to maintain any short position.
Shorting securities involves risk to investors, including (without limitation) the risk of unlimited
loss if the shorted security appreciates in value, the risk that your short position may be bought-inwith little or no notice, and the risk that charges for borrowing may change materially without
notice. As a result, shorting may not be appropriate for everyone. Investors should make sure they
understand these risks prior to shorting securities.
Short sales are not permitted in CashPlus Accounts or in any other accounts that have opted outof, or are not eligible for, margin privileges.

Stop Orders and Good-Til-Canceled (“GTC”) Orders
Certain exchanges no longer accept stop orders or GTC orders. Morgan Stanley continues to accept
such orders and will route an order for execution once the order requirements are triggered. This
information is being provided for your consideration when making a decision as to whether or
not to submit such an order type. Please consult your Financial Advisor for more information.
STOP ORDERS
Stop Order — is a type of order that becomes a market order when the stop price is reached(“triggered”). Stop orders may be triggered by a short-lived dramatic price change, and sell stop orders
may exacerbate price declines during times of extreme volatility. Because the order becomes amarket order, it does not guarantee a specific execution price, and may execute significantly
away from its stop price, especially in volatile markets. You should consider whether to placea stop limit order, which is defined below. Stop orders differ from stop limit orders in that thestop limit order, when triggered, becomes a limit order, and thus can only be executed at or better
than the limit price should the market trade at those price levels after the order has been triggered.
Here are examples of stop orders in relation to the current market:

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Example of a Buy Stop Order: Security XYZ is trading at $65, and the investor places abuy stop order at $66.
Example of a Sell Stop Order: Security XYZ is trading at $65, and the investor places asell stop order at $62.
What could happen in a volatile market: In a volatile market, prices may swing sharply
and be further impacted by Limit Up, Limit Down bands, Intraday Volatility halts, and order
queues ahead of your order. For example, a client with a sell stop order of $62 on a security
that opened down sharply below their stop price, saw their stop order get triggered and sent
to the market where other Market orders were queued up to be executed. Before the orderreached the front of the queue to execute, the stock halted, reopened and halted again. Given
the market conditions, the client received a final execution of $49.24, almost $13 or more than
20%, below the stop price.
STOP LIMIT ORDER
Stop Limit Order — is a type of order that becomes a limit order once the stop price is reached(“triggered”). This means that the investor must state both the stop price and limit price whenplacing the order. Placing a stop limit order instead of a stop order may help to mitigate risks
associated with stop orders during volatile market conditions, though it also raises the riskthat the order may not be executed at all.
Here are examples of stop limit orders in relation to the current market:
Example of Buy Stop Limit Order: Security XYZ is trading at $65 the investor places abuy stop order at $66 stop with a $66.50 limit.
Example of a Sell Limit Stop Order: Security XYZ is trading at $65 the investor places asell stop order at $62 stop with a $60 limit.
What could happen in a volatile market: If the client places a sell stop at $62 with a $60 limit,
after the stop price of $62 had been triggered, the limit of $60 would be in force. Under the type of
extreme volatile conditions described above, this order would not have executed because the stock
reopened below $60. This is a risk of stop limit orders, where it will not receive an execution. If
and when the stock trades back above the $60 level, the sell order may then receive an execution.
GOOD-TIL-CANCELED (“GTC”) ORDERS
An order entered with a Time in Force of GTC is an order to buy or sell a security that remains
active beyond the day of initial entry and until the trade is either executed or the order is canceled.
Either you or the firm may cancel the order. GTC orders will expire one year from initial entry
date if neither of the above occurs. However, you can modify the expiration date at any time prior
to expiration. GTC can be used on limit orders, stop orders and stop limit orders. These orders
should be evaluated with your Financial Advisor on a periodic basis to determine if these orders
should remain active or be canceled.

Payment for Order Flow and Other
Routing Arrangements

Morgan Stanley is committed to providing the best execution for client orders. In furtherance of
this commitment, we consider several factors, including price, the available liquidity pool, execution
speed, transaction costs, service, and opportunities for price improvement, among other things, indetermining where to route client orders for execution. We regularly and rigorously monitor thequality of the executions provided by all market centers to which client orders are routed to ensure
those market centers are providing the best execution reasonably available under the circumstances.
Industry regulations require that we disclose whether we receive compensation for directing
client orders for execution to various dealers, national securities exchanges, alternative trading
systems (“ATSs”), including electronic communications networks (“ECNs”), and other market
centers. This compensation is commonly referred to as “payment for order flow.”

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Morgan Stanley, either directly or indirectly, may route client equity orders to national
securities exchanges, ATSs, including ECNs, and other market centers, including its affiliate
Morgan Stanley & Co. LLC. Certain market centers offer cash credits for orders that provide
liquidity to their books and charge explicit fees for orders that extract liquidity from their books(and certain market centers invert this practice). From time to time, the amount of credits that
Morgan Stanley receives from one or more such market centers exceeds the amount Morgan Stanley
is charged. Morgan Stanley receives the benefit of these credits, either directly or indirectly, andsuch payments constitute payment for order flow.
Certain market centers also offer compensation for orders that they execute. Solely in respectof E*TRADE from Morgan Stanley self-directed accounts, we receive payment for order flowfrom particular market centers for client orders in National Market System (NMS) Securities(i.e., exchange-listed stocks, Exchange Traded Products (ETPs), and standardized options) andover-the-counter securities that we direct to, and are executed at, such market centers. In respectof this order flow from E*TRADE from Morgan Stanley self-directed accounts, Morgan Stanleyis compensated through its receipt of payment for order flow.
Morgan Stanley receives incremental pricing benefits from exchanges and/or ECNs if certain
volume thresholds are met. In addition, Morgan Stanley may route certain client orders (includingorders for fixed income securities, preferred shares and convertible bonds) to Morgan Stanley& Co. LLC on behalf of Morgan Stanley. These arrangements between Morgan Stanley & Co.
LLC and Morgan Stanley are intended to facilitate trade execution for our customers, withapportionment of resulting expenses and revenue from the trading activity between Morgan Stanley
and Morgan Stanley & Co. LLC.
Morgan Stanley & Co. LLC receives rebates and pays fees for the routing of customer orders
in exchange listed options. When the rebates received exceed the fees paid to such venue,
Morgan Stanley & Co. LLC receives benefits from the trading activity. In addition, certain exchanges
offer volume-based tiered rates based on the type of order routed. Morgan Stanley & Co. LLC
receives incremental pricing benefits from exchange offers volume-based tiered rates. Exchange
rebates provided and fees charged to Morgan Stanley & Co. LLC for our client executions by options
exchanges are not passed through to Morgan Stanley or our clients. However, Morgan Stanley isan affiliated company of Morgan Stanley & Co. LLC, which is a market maker on various options
exchanges and may realize profits from orders it routes for execution, which we may benefit fromindirectly. Morgan Stanley and Morgan Stanley & Co. LLC order execution volumes are combinedon a monthly basis for tiered pricing program incentive purposes on certain U.S. options exchanges.
On request of a client, Morgan Stanley will disclose to such client the identity of the venue
to which such client’s orders were routed for execution, as well as the source and amount of
any compensation received in respect of a particular transaction, in the six months prior to therequest, whether the orders were directed orders or non-directed orders, and the time of thetransactions, if any, that resulted from such orders, as well as other client specific order routing
and execution information that is required by SEC Rule 606(b)(3). In addition, in accordancewith SEC NMS Rule 606, we also publish a quarterly report detailing the material market
centers to which we route orders in NMS Securities, the compensation we receive, if any, forsuch orders, and the material relationships with our market centers, online at https://external.
s3.com/rule606/mswm/. Additional information regarding these disclosures will be provided
upon written request and certain order routing information is available online at https://www.
morganstanley.com/wealth-disclosures/disclosures.

Notice Regarding the Order Protection Rule

The following is being provided pursuant to FINRA Rule 5320, the Order Protection Rule, a copyof which can be obtained at https://www.finra.org/.
FINRA Rule 5320 generally prohibits a broker-dealer that accepts and holds a customer orderin an equity security from trading that security on the same side of the market for its own account
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at a price that would satisfy the customer order, unless it immediately thereafter executes thecustomer order up to the size of and at an equal or better price than it traded for its own account.
However, with respect to orders of an “institutional account” as defined in FINRA Rule 4512(c),or for orders of 10,000 shares or more with a value of at least $100,000, Rule 5320 permits thatthe order may be worked alongside principal orders handled by Morgan Stanley or our traderouting destinations and may not receive priority over these principal orders. Morgan Stanleyor our trade routing destinations may trade principally alongside these orders to the extent that
this principal activity either hedges or liquidates risk resulting from client stock or derivative
facilitation. So long as either order is trading on a systematic, automated basis (e.g., through theuse of a VWAP algorithm, which will trade based on the market’s volume-weighted average priceduring the trading day), in certain instances, principal discretionary orders may also be worked
concurrently with your orders. You can instruct us that with respect to all or part of your ordersthat you do not wish Morgan Stanley or our trade routing destinations to trade principally aheadof or alongside this type of order. Such instruction will limit the range of execution alternatives
that we and our routing destinations are able to offer.
Your orders for equity securities that are less than 10,000 shares or $100,000 will continue
to receive priority over Morgan Stanley or our trade routing destination’s principal orders.
Morgan Stanley may trade principally at prices that would satisfy these trading orders throughthe use of internal controls, such as information barriers and separate lines of supervision, that
operate to prevent a trading unit that handles principal positions from obtaining knowledge ofthese orders.
Additional information regarding the handling of your equity orders is available online athttps://www.morganstanley.com/wealth-disclosures/disclosures.html.

Order Handling Rules

To serve our clients Morgan Stanley seeks to find the best available execution for equities andoptions orders. The Firm employs the following order handling rules in filling client traderequests. Please note that these practices may not result in the most advantageous price at thetime an order is executed.
MARKET OPENING
Unless otherwise agreed, all Held orders received prior to the market open (typically 9:30am
EST) will be routed to the primary market opening mechanism, as long as the order(s) is received
prior to the exchange specific opening mechanism cut-off time. Please note exchange opening
auctions reflect current buy and sell demand and may wary widely from the previous business
day close or current business day activity. Clients should consider entering limit orders to control
price risk for market openings.
CIRCUIT BREAKERS AND LIMIT UP/LIMIT DOWN TRADING HALTS
The U.S. equity, options and futures exchanges have established procedures for coordinatedcross-market trading halts in the event of a severe market price decline. These procedures, known
as market wide circuit breakers, may halt trading temporarily or, under extreme circumstances,close the markets before the normal close of the trading session.
Based on instructions we give to our trading counterparties, orders received during circuit
breaker and limit up/limit down trading halts will be routed to the primary listing exchange for
execution at the market re-opening.
MARKET ORDERS
Morgan Stanley accepts market orders which will access all liquidity immediately available.
Please note the execution price on market orders can vary widely from the price when theorder is entered. We will not process market orders that will unduly impact price stability andmay reject your order. Therefore, it is possible that your market order will not get executedcompletely or at all.
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STOP ORDERS
Certain exchanges no longer accept stop orders. Morgan Stanley continues to accept suchorders and will route an order for execution once the order requirements have been triggered.
A stop order is a type of order that becomes a market order when the stop price is reached(“triggered”). Stop orders may be triggered by a short-lived dramatic price change, and sell stoporders may exacerbate the price declines during times of extreme volatility. Because the stoporder becomes a market order, it does not guarantee a specific execution price, and may executesignificantly away from its stop price especially in volatile markets. You should consider whether toplace a stop limit order, which is defined below. Stop orders differ from stop limit orders in that thestop limit order, when triggered, becomes a limit order and thus can only be executed at or better
than the limit price should the market trade at those price levels after the order has been triggered.
A stop limit order is a type of order that becomes a limit order once the stop price is triggered.
This means that the investor must state both the stop price and limit price when placing theorder. Placing a stop limit order instead of a stop order may help to mitigate risks associatedwith stop orders during volatile market conditions, though it also raises the risk that the order
may not be executed at all.
HELD ORDERS
An order received with a “Held” instruction means that Morgan Stanley will typically not
exercise discretion in handling your order. If you route a Held market order or a Held marketable
limit order, we will seek to promptly execute and/or route the order for execution, subject to any
limits that are applied to your orders by us.
Please note the execution price on “Held” market orders can vary widely from the price when theorder is entered. We will not process market orders that will unduly impact price stability and may
reject the order. Therefore, it is possible that your market order will not get executed completely or at all.
NOT HELD ORDERS
An order received with a “Not Held” instruction means that we may exercise discretion inhandling your order. With “Not Held” orders we will look to follow client instructions or seek
to minimize the price impact of the order. Please note “Not Held” orders may not get executedcompletely or at all.

Notice Regarding Handling of Block Orders Under
FINRA’s Front Running Rule
The following is being provided pursuant to FINRA Rule 5270 regarding Front Running of Block
Transactions. We are required to provide clients with the following information concerning
the placing of block trading orders and how those block orders are handled:
Morgan Stanley and its trade routing destinations may trade principally at prices that would
satisfy your block trading order when the principal trades are unrelated to your block order. Whenthe principal trades are not unrelated, we or our trade routing destinations may trade principallyahead of, or alongside, your block order for the purpose of fulfilling, or facilitating the executionof, your order. For these orders, you may instruct us that you do not wish us or our trade routing
destinations to trade principally ahead of, or alongside, your order. However, such instruction
will limit the range of execution alternatives that we are able to offer.
A copy of Rule 5270 can be obtained at https://www.finra.org. Please contact your Morgan Stanley
Financial Advisor if you require more information regarding how your block orders are handled.

Extended Hours Trading Risk Disclosure Statement

Extended hours trading systems may vary in certain aspects from trading on primary exchanges
during regular market hours. “Extended hours trading” means trading outside of regular
trading hours. “Regular trading hours” generally means the time between 9:30 a.m. and 4:00
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p.m. Eastern Standard Time. MSSB in its sole discretion may change or make certain trading
systems available to you. MSSB will use reasonable efforts to execute an order placed forextended hours trading so long as such order has been prearranged with your Financial Advisor.
EXECUTION OF ORDERS
Orders placed in the extended hours trading session that are not executed will be removed
from the extended hours trading session when cancelled by the trading desk or at the close ofthat session on the date that the order was placed. Only limit orders are eligible and all orders
will be handled on a Not Held basis with a minimum size of 10,000 shares. Good-Til-Canceled(“GTC”) orders are not permitted. If you place an order with MSSB for execution during regularmarket hours with the instruction that the order be GTC, and that order is not executed, inwhole or in part, during the regular trading day, MSSB will not automatically enter that order in
the next subsequent extended hours trading session. All trading during extended hours trading
sessions is additionally subject to the terms and conditions of the particular extended hours
trading system being utilized. The additional terms govern the types of transactions enteredinto and the conduct of all participants on the particular extended hours trading system utilized.
RISK DISCLOSURES
Purchases and sales during extended hours trading sessions are subject to a variety of risks, inaddition to the risks normally associated with investing. These risks include, but are not limited to:• R isk of Lower Liquidity. Liquidity refers to the ability of market participants to buy and sell
securities. Generally, the more orders that are available in a market, the greater the liquidity.
Liquidity is important because with greater liquidity it is easier for investors to buy or sell
securities, and as a result, investors are more likely to pay or receive a competitive price forsecurities purchased or sold. There may be lower liquidity in extended hours trading as compared
to regular trading hours. As a result, your order may only be partially executed, or not at all.
• R isk of Higher Volatility. Volatility refers to the changes in price that securities undergo
when trading. Generally, the higher the volatility of a security, the greater its price swings.
There may be greater volatility in extended hours trading than in regular trading hours. As aresult, your order may only be partially executed, or not at all, or you may receive an inferior
price when engaging in extended hours trading than you would during regular trading hours.
• R isk of Changing Prices. The prices of securities traded in extended hours trading may
not reflect the prices either at the end of regular trading hours, or upon the opening thenext morning. As a result, you may receive an inferior price when engaging in extended
hours trading than you would during regular trading hours.
• R isk of Unlinked Markets. Depending on the extended hours trading system or the timeof day, the prices displayed on a particular extended hours trading system may not reflect
the prices in other concurrently operating extended hours trading systems dealing in thesame securities. Accordingly, you may receive an inferior price in one extended hours
trading system than you would in another extended hours trading system.
• R isk of News Announcements. Normally, issuers make news announcements that may
affect the price of their securities after regular trading hours. Similarly, important financial
information is frequently announced outside of regular trading hours. In extended hours
trading, these announcements may occur during trading, and if combined with lower
liquidity and higher volatility, may cause an exaggerated and unsustainable effect on theprice of a security.
• R isk of Wider Spreads. The spread refers to the difference in price between what you
can buy a security for and what you can sell it for. Lower liquidity and higher volatility inextended hours trading may result in wider than normal spreads for a particular security.
• R isk of Computer Delays. As with online trading, you may encounter delays or failuresin getting your order executed during extended hours trading sessions, including orders
to cancel or change your trades. If a computer problem exists, this may prevent or delay
your order from reaching the marketplace.
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Callable Securities

When a security is subject to a partial redemption by the issuer, the issuer notifies Morgan Stanley,
via a central industry depository, of the number of units for the specific security to be redeemed.
Upon receipt of the issuer’s notification of a mandatory redemption, Morgan Stanley determines
the favorability of the redemption based on the current market price versus the call price. Whenthe redemption of the callable security is made on terms that are favorable to the called parties,
Morgan Stanley does not include any firm or employee accounts in the pool of securities eligible
to be called until all other customers’ positions in such securities have been called. When theredemption is made on terms that are unfavorable to the called parties, Morgan Stanley does not
exclude firm or employee accounts from the pool of the securities eligible to be called.
Once the favorability of the redemption has been determined, Morgan Stanley uses a random
process designed to allocate called securities on a fair and impartial basis. The lottery process
is based on a mathematical formula that determines the accounts that will be selected and thenumber of securities in the account that will be redeemed.
As a result of the call, you may be left with a position either below the minimum denomination of
the security or in an amount that is not an authorized denomination of the security. Such a position
may have less, limited or no liquidity depending on the type of security, issuer, size of positionor other factors. Please contact a member of your Morgan Stanley team for more information.
As required under FINRA 4340 — “Callable Securities,” Morgan Stanley Smith Barney LLC isproviding our customers with a link to the firm’s allocation procedures related to callable securities
located on the Morgan Stanley website https://www.morganstanley.com/about-us-ir/finra.
Additionally, a hard copy of the allocation procedures will be provided to customers upon request.

Covering Short Positions Related to a Partial Call

Many municipal and corporate bonds have a sinking fund clause in their indenture, where theissuer has the right to call in whole or in part the issue at designated times. When a bond issuer
announces a partial call, holders of the issue, who have settled positions as of the announced
publication date, are subject to participation in the partial call. Any holder who holds the bondsettled in their account as of the announced publication date may be selected to have theirholding called away in full or in part.
If an account is selected in a partial call lottery, that position cannot be sold. In some cases,
an account may sell their position on or immediately before the announced publication date. In
these cases, if the account is also selected in a partial call event, the partial call takes precedence
over any sale and any resulting short position must be covered by the account.

Policies for Handling Information Related to
US Treasury Securities Auctions and Customer
Reporting Requirements

Protecting the confidentiality and security of client information is an important part of how we
conduct our business. Morgan Stanley has reasonable controls that are designed to protect yourconfidential information, both internally (on a need to know basis) and externally. This includes
client bids submitted in U.S. Treasury (“UST”) auctions and actual or potential transactions in“when issued” UST securities, UST futures and UST swaps.
If you are bidding competitively for $100 million or more of UST notes, bills or bonds, pleasebe advised that Morgan Stanley is required to inform you that you are obligated to report yournet long position to the U.S. Treasury, if and as required by Section 356.13 of Department of
the Treasury Circular accessible at the following link: https://www.ecfr.gov/current/title-31/
subtitle-B/chapter-II/subchapter-A/part-356/subpart-B/section-356.13

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Cash-in-lieu for Fractional Shares resulting from
Corporate Actions

If you receive fractional shares as the result of a corporate action, the Morgan Stanley corporate
action systems will enter a market sell order to liquidate the fractional shares in order to obtain
cash-in-lieu (CIL). The price obtained from the market sell will be used to determine the dollar
amount of CIL that is owed to you.

Qualified Retirement Plan Distributions
THINKING OF ROLLING OVER YOUR RETIREMENT PLAN ACCOUNT?
The decision to roll over your retirement assets from a retirement plan or an IRA is one of
the more important financial decisions you will make. Your retirement assets may represent
a substantial source of your future retirement income and there are many factors you should
consider in determining whether to roll over your assets, including:
1.	All of the options available to you when you are eligible to take a distribution including
the priorities that are most important to you regarding your retirement plan assets
2.	The differences in fees that you may pay in your QRP versus what you may pay in a
Morgan Stanley retirement account, including a Morgan Stanley IRA or a Morgan Stanley
QRP offered by your current or former employer
3.	The services and features available to you in a Qualified Retirement Plan (“QRP”) andan Individual Retirement Account (“IRA”)
4.	The services and features that are most important to you regarding your retirement assets
Please review our Rollover Guide, which can be found at https://www.morganstanleyclientserv.
com/publiccontent/msoc/pdf/RolloverGuide.pdf, for important information regarding youroptions and the factors that you should consider before you make your rollover decision.

Important Rollover Reminder
Based on a 2014 U.S. Tax Court decision, the Internal Revenue Service changed its position
on indirect IRA-to-IRA rollovers subject to the 60-day rule. If an individual makes a tax-freerollover of any part of a distribution (“first distribution”) from an IRA to the same or another
IRA, the individual cannot make another tax-free rollover to an IRA of any subsequent IRA
distribution the individual receives during the 12 month period beginning on the date theindividual received the first distribution, no matter how many IRAs or the types of IRAs (i.e.,
Traditional, Roth, SIMPLE or SEP IRAs) the individual owns. Roth IRA conversions, trusteeto-trustee transfers between IRAs, IRA recharacterizations, and rollovers to or from eligible
retirement plans (other than IRA-based plans) are not subject to this limitation.
For more information, visit the Internal Revenue Service website: https://www.irs.gov/
retirement-plans/plan-participant-employee/rollovers-of-retirement-plan-and-ira-distributions.

Choosing to Move Your Retirement AccountWhen you transfer to a Morgan Stanley retirement account, the transfer may be based on arecommendation from your Morgan Stanley Financial Advisor/Private Wealth Advisor orTeam. To the extent such a recommendation is made, the transfer was recommended by yourMorgan Stanley Financial Advisor/Private Wealth Advisor or Team as in your best interest basedon consideration of required factors, including the costs associated with any non-transferable
assets, and for one of the following reasons:• Access to Morgan Stanley investment platform and services and tools• Access to Morgan Stanley investment research and insights, or• Opportunity to receive guidance from a Morgan Stanley Financial Advisor/Private Wealth
Advisor or Team and, where applicable, further consolidate assets with Morgan Stanley.
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Guidance on After-Tax Distributions From
Retirement Plans
The Internal Revenue Service (IRS) issued Notice 2014-54 on September 18, 2014, which eased
the ability of participants in qualified retirement plans who have contributed after-tax money tothe plans to move the after-tax money directly to a Roth IRA without incurring a tax liability.
The effective date of this guidance was January 1, 2015, but the guidance was applicable to
distributions made before the effective date, subject to certain limitations. These rules also
apply to distributions from 403(b) and governmental 457(b) plans.
There are very specific allocation rules that apply under this IRS guidance, so if you haveafter-tax contributions in a qualified retirement plan and are considering a distribution, you
should discuss the topic with the administrator of the qualified retirement plan, as well as yourown independent legal and/or tax advisor. In order to take advantage of this IRS guidance, youmust inform the plan administrator of your requested allocation prior to the time of the direct
rollover, requesting the plan administrator to make two (or more) separate payments. For instance,
if you want to roll over your pre-tax funds to your Morgan Stanley Traditional IRA and yourafter-tax funds to your Morgan Stanley Roth IRA, you must ask for two separate payments (e.g.,
two separate checks): one payable to Morgan Stanley FBO your Traditional IRA (for the pre-tax
amount); and one payable to Morgan Stanley FBO your Roth IRA (for the after-tax amount).

Lending Services Overview
Morgan Stanley offers you a comprehensive approach to financing and liquidity to help you
choose a solution that complements your overall investment strategy and encompasses yourpersonal and business needs.
Whether you want to purchase a vacation home, explore a business opportunity, finance a
tax obligation or explore sophisticated wealth planning strategies, we can work with you todetermine which liquidity strategies might be appropriate to help meet your goals. Following
are four programs that can accommodate a full range of borrowing needs. You should consider
the structure, cost, and features of each to determine what is most appropriate for your needs.

Liquidity Access LineA Liquidity Access Line (“LAL”),1 the lender of which is either Morgan Stanley Private Bank,
National Associa­t ion or Morgan Stanley Bank, N.A., as applicable, if you qualify, can help you
meet your financing needs while helping to keep your overall investment strategy on track. LAL
provides you with credit, through a variable rate advance, fixed-rate advance or standby letterof credit, based in large part, on the value of the eligible securities pledged as collateral. You
can finance real estate purchases, fund tax obligations, cover business expenses or many otherfinancing needs – without liquidating assets. LAL can also offer “overdraft” protection to covereligible transactions within eligible pledged collateral accounts, and also provide insufficient
funds coverage for other eligible accounts. There are risks associated with using your assets as
collateral in a securities-based loan, including possible maintenance calls on short notice, andthat market conditions can magnify any potential loss. See below for details.
INTEREST RATESThe interest rate is based on an index, with the adjustments described below, plus an incremental
percentage — also known as a spread — which is determined by your initial approved total advancelimit at the time your LAL is opened.
The variable rate advances will utilize 30-day average Secured Overnight Financing Rate (SOFR)
plus a spread adjustment of 0.11448% (11.448 basis points). The LAL variable rate will reset on a1

 isbursements are subject to available credit and are at the sole discretion of Morgan Stanley Private Bank,D
National Association or Morgan Stanley Bank, N.A., as applicable.
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daily basis. Fixed Rate advances will utilize the applicable SOFR Swap Rate plus a tenor premium
determined by Morgan Stanley Bank, N.A. or Morgan Stanley Private Bank, National Association.
To confirm the interest rate you would receive for a fixed-rate advance, contact your Financial
Advisor. If you make any early repayment of principal on a fixed rate advance, including as a resultof demand, you will incur a prepayment fee. That fee will be calculated using the difference in theswap rates for your initial fixed period and the remaining period, as well as the number of days
remaining on your advance. On request, Morgan Stanley Private Bank, National Association orMorgan Stanley Bank, N.A., as applicable, will provide additional details relating to this calculation.
Interest rates are subject to change.
Morgan Stanley Private Bank, National Association or Morgan Stanley Bank, N.A., as applicable,
offers the flexibility to increase your total advance limit automatically if you elect that option and you
either deposit additional eligible collateral or the value of your existing eligible collateral increases.
At the sole discretion of Morgan Stanley Private Bank, National Association or Morgan Stanley
Bank, N.A., as applicable, and without further notice to you, your total advance limit may increase
based on the value of your eligible collateral, but such increases will not exceed $3,000,000.
If you choose this option, the interest spread will be determined by using a different
methodology: the interest spread will be based on the peak value of eligible collateral within thefirst 35 days after the LAL is available, which results in the lowest possible interest spread foryou. After the first 35 days, the total advance limit will fluctuate based on the value of eligible
collateral, but the interest spread will remain the same.
QUICK ACCESS TO YOUR FUNDSLAL has competitive variable or fixed interest rates with typically no fees.2
In addition, LAL can be managed online. You can access funds on demand with flexible repayment
options. To access funds, you can either log in to Morgan Stanley Online, use your LAL checkbook
or work with your branch for other withdrawal options. The proceeds from a non-purpose 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.
ADVANCES
Use your LAL as a line of credit or to maintain cash flow while making large purchases such asreal estate and using your eligible collateral, including restricted or concentrated stock. If qualified,
you can lock in an LAL fixed-rate advance for up to seven years with various payment options.
If any portion of a fixed rate advance is prepaid prior to the applicable scheduled payment date,including upon demand, prepayment fees will apply, which can be substantial depending on thethen prevailing interest rates.
STANDBY LETTERS OF CREDIT
If you have a need for a standby letter of credit,3 it can be issued on your behalf and supported
by your LAL, subject to the other terms and conditions of your LAL.

Express CreditLine
An Express CreditLine (“ECL”),4 offered by Morgan Stanley Smith Barney LLC, can help you
unlock the value of your assets and gain quick and efficient access to funds by allowing you lients may be responsible for the fees of a third-party law firm engaged by Morgan Stanley Private Bank,C
National Association or Morgan Stanley Bank, N.A., as applicable, to review complex LAL transactions (e.g., reviewof trust agreements). Clients will also be charged a fee for the issuance of a letter of credit, for prepayment ofprincipal on fixed-rate advances, and upon a client’s request for certain cash management services (e.g., duplicate
statement or check reorder).
3
Annual fees will apply for standby letters of credit, if issued, and may be charged on other credit facilities.
4
Disbursements are subject to available credit and are the sole discretion of Morgan Stanley Smith Barney LLC.
5
Equity interests in a private company with a minimum target market valuation of $2B.
2

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to borrow money against the value of qualifying securities in your brokerage account — withthe securities in your brokerage account serving as collateral for the loan. ECL is a variable
rate revolving line of credit tied to your brokerage account with no minimum draw or facility
amount. Pricing is tiered and the interest spread is based on your outstanding balance.
There are risks associated with using your assets as collateral in a securities-based loan,
including possible maintenance calls on short notice, and that market conditions can magnify
any potential loss. See below for details.
INTEREST RATESUnless a Preferred Interest Rate (described below) applies, interest rate is based on a Base Lending
Rate (BLR) plus or minus a percentage — also known as a spread or margin — which is determined by
the debit balance amount. For additional information on the BLR, review the Margin section below.
ACCESS FUNDS VIA BROKERAGE ACCOUNTAn ECL allows you to access funds via the checkbook and debit card tied to your brokerage
account. You can also access funds from your ECL by logging into Morgan Stanley Online or working
with your branch for other withdrawal options.
Your ECL can be used to purchase real estate, pay tax obligations and purchase luxury items,
while avoiding the need to liquidate your securities. Loan proceeds can be used for any appropriate
purpose except to purchase, trade or carry securities or repay debt that was used to purchase,
trade or carry securities and cannot be deposited into a Morgan Stanley Smith Barney LLC orother brokerage account.

Tailored Lending
Tailored Lending, offered by Morgan Stanley Private Bank, National Association, provides
customized borrowing solutions designed to meet distinct needs of qualified individuals or
their various ownership entities (e.g., personal investment company, trusts, partnerships,
and LLCs).
Committed and demand credit facilities are available. Loan types include revolving linesof credit and term loans. Standby letters of credit can also be established. Eligible collateral
for a Tailored Lending credit facility may include certain commercial real estate, marketablesecurities, life insurance, REIT operating partnership units, alternative investments, privately
held stock,5 fine art and aircraft.

Important Risk Information for Tailored Lending,Liquidity Access Line and Express CreditLine
Liquidity Access Line, Express CreditLine and certain Tailored Lending facilities are securitiesbased loans, which can be risky and are not appropriate for all investors. Before applying for asecurities-based loan, you should be aware that securities-based loans involve a high degree ofrisk and that market conditions can magnify any potential for loss. Most importantly, you need tounderstand that: (1) Sufficient collateral must be maintained to support your loan(s) and to takefuture 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 accountequity at required maintenance levels. You will not be entitled to choose the securities that will besold. 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 collateralor for any other reason except for any portion of a securities-based loan that is identified as a

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committed facility; (5) Morgan Stanley reserves the right to increase your collateral maintenancerequirements at any time without notice unless otherwise specified in your loan agreement with
Morgan Stanley; and (6) Morgan Stanley reserves the right to call securities-based loans at any
time and for any reason unless otherwise specified in your loan agreement with Morgan Stanley.
Liquidity Access Line (“LAL”) is a securities-based loan/line of credit product, the lender ofwhich is either Morgan Stanley Private Bank, National Association or Morgan Stanley Bank, N.A.,
as applicable, each an affiliate of Morgan Stanley Smith Barney LLC. An LAL credit facility is ademand line of credit; however, the LAL credit facility may include a committed amount. The
LAL documentation includes details and more information about the committed amount. All
LAL loans/lines of credit are subject to the underwriting standards and independent approval of
Morgan Stanley Private Bank, National Association or Morgan Stanley Bank, N.A., as applicable.
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 havea brokerage account at Morgan Stanley Smith Barney LLC that contains eligible securities, whichshall serve as collateral for the LAL. In conjunction with establishing an LAL loan/line of credit, an
LAL facilitation account will also be opened in the client’s name at Morgan Stanley Smith Barney
LLC at no charge. Other restrictions may apply. The information contained herein should not
be construed as a commitment to lend. Morgan Stanley Private Bank, National Association andMorgan Stanley Bank, N.A. are Members FDIC that are primarily regulated by the Office of theComptroller of the Currency. The proceeds from a non-purpose LAL loan/line of credit (including
draws and other advances) may not be used to purchase, trade or carry margin stock; 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.
Tailored Lending offers loan/line of credit products, including securities-based loans, the lenderof which is Morgan Stanley Private Bank, National Association, an affiliate of Morgan Stanley
Smith Barney LLC. A Tailored Lending credit facility may be a demand or committed loan/lineof credit. All Tailored Lending loans/lines of credit are subject to the underwriting standards andindependent approval of Morgan Stanley Private Bank, National Association. Tailored Lendingloans/lines of credit may not be available in all locations. Rates, terms and programs are subject
to change without notice. Other restrictions may apply. The information contained herein should
not be construed as a commitment to lend. Morgan Stanley Private Bank, National Association
is a member FDIC that is primarily regulated by the Office of the Comptroller of the Currency.
Express CreditLine (“ECL”) is a securities-based loan/line of credit product offered by
Morgan Stanley Smith Barney LLC. An ECL credit facility is a demand loan/line of credit. All
ECL loans/lines of credit are subject to the underwriting standards and independent approval of
Morgan Stanley Smith Barney LLC. ECL loans/lines of credit may not be available in all locations.
Other restrictions may apply. Rates, terms and programs are subject to change without notice. The
information contained herein should not be construed as a commitment to lend. To be eligible for
an ECL loan/line of credit, you must have a brokerage account at Morgan Stanley Smith Barney
LLC that contains eligible securities at Morgan Stanley Smith Barney LLC, which shall serveas collateral for the ECL. The ongoing availability of the ECL is contingent on you maintaining
sufficient eligible collateral. The proceeds from an ECL loan/line of credit (including draws
and other advances) may not be used to purchase, trade or carry securities; repay margindebt that was used to purchase, trade or carry securities; and cannot be deposited into a
Morgan Stanley Smith Barney LLC or other brokerage account.

1

 enerally, not available for Qualified Retirement Accounts (including IRAs), Education Savings
G
Accounts, Investment Advisory Accounts or CashPlus Accounts.
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Lending Preferred Interest Rate for Express
CreditLine and Margin
The interest rate charged to you may be an individually negotiated Preferred Interest Rate insteadof, with respect to Margin, an interest rate based on the above referenced Interest Rate Schedule,
and with respect to Express CreditLine, an interest rate based on the Interest Rate Schedule
provided in the account documentation. At the time any Preferred Interest Rate is established foryour Margin loan or Express CreditLine, your Financial Advisor will notify you of the expiration
date for your Preferred Interest Rate. If at any time the Preferred Interest Rate is less than zero,such Preferred Interest Rate shall be deemed to be zero for purposes of calculating your interest.
If, prior to its expiration date, your Preferred Interest Rate changes for any reason (other than achange to the base lending rate or a change in your average daily debit balance), we will give youat least 30 days’ advance written notice of the change. After its expiration date, we may change
your Preferred Interest Rate without giving you any prior notice of the change.

MarginMargin, offered by Morgan Stanley Smith Barney LLC, allows you to borrow money against the valueof qualifying securities in your brokerage account while providing an opportunity to maintainyour overall wealth management strategy intact.
Margin privileges may not be available in certain jurisdictions and are not available for all accounttypes.1 Further Morgan Stanley Smith Barney LLC reserves the right to approve or deny the use of
margin privileges at its discretion. Margin proceeds can be used for various purposes including thepurchase of additional marginable securities or to repay margin debt, employing sophisticated investing
strategies, purchasing luxury items or to act as “overdraft” capability for your brokerage account.
Please contact your Financial Advisor to discuss whether Margin or another lending productor service, such as Liquidity Access Line, may be appropriate to help meet your goals. Margin
privileges are set up automatically when you open an Active Assets Account or Business Active
Assets Account, unless you opt-out, and supports various options strategies, allowing for hedging
or liquidity against concentrated and restricted stock positions.
For other eligible account types, you must complete a separate Margin Account Agreement in orderto obtain Margin privileges. Margin is integrated with your brokerage statement so the amount you
borrow will appear on your statement. You will be charged a competitive interest rate based on youroutstanding debit balance, as described below and in the agreement governing your Margin privileges.
It is important that you understand fully the risks involved in trading securities on Margin or using
Margin for other borrowing needs, which include, but are not limited to, those discussed in this booklet.
INTEREST RATESYour interest rate is determined by the size of your Margin loan (or debit) in your Marginaccount on a daily basis. Unless a Preferred Interest Rate (described below) applies, interestis based on a Base Lending Rate (BLR) plus or minus a percentage that varies based on yourdaily close of business net settled debit balance. The current rate is posted on our website athttps://www.morganstanley.com/online.
If the total interest rate charged to you pursuant to the schedule below changes for any reason
other than an increase to the BLR, we will give you at least 30 days’ advance written notice.
The current percentage that is added to the BLR is as follows:
AVERAGE DAILY DEBIT BALANCEPERCENTAGE ADDED TO BLR$0–$99,999+0.750%$100,000–$499,999+0.250%$500,000–$999,999-0.750%$1,000,000–$4,999,999-1.125%IMPORTANT ACCOUNT INFORMATION FOR FULL-SERVICE ACCOUNTS(07/2024) GWMINAIGWMINAIPAGE 77 OF 88
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$5,000,000–$9,999,999-1.375%$10,000,000–$19,999,999-2.625%$20,000,000–$49,999,999-3.125%$50,000,000+-3.625%

We reserve the right to charge a different (i.e., higher or lower) interest rate based on factors
determined by us in our sole discretion including, but not limited to, a high concentration of a security
or a business sector, low-priced or speculative securities, account activity or your reason for borrowing.
DETERMINING YOUR DEBIT BALANCE
You are charged interest on the net settled debit balance in your account at the end of eachday. Your daily close of business net settled debit balance is calculated by combining yourFree Credit Balance, Designated Sweep Investment Balance (if applicable), and Margin Debit
Balance. This calculation excludes credit balances in your short sale account.
Periodically, we may “mark to market” any securities you sell short (or “short against thebox”) and adjust your debit balance accordingly. If a security you sold short appreciates inmarket value over the selling price, your net debit balance will increase. If the security you
sold short depreciates in value, your debit balance will decrease.
Your debit balance decreases when you deposit funds, receive dividend payments or sell securities,
since we automatically use those funds to pay down your loan from us. Your net settled debit balance
increases when you buy securities on margin, withdraw funds or are charged interest or other charges.
INTEREST CHARGES
The interest rate on debit balances is calculated as follows:
Daily Close of Business Net Settled Debit Balance x Applicable Interest Rate
360
Margin interest accrues daily throughout the month and is added to your debit balance atmonth-end. The month-end interest charge is the sum of the daily accrued interest calculations
for the month. No interest is calculated on days when the Account has a zero balance or a credit
balance. If you do not pay your interest charges on a periodic basis, you are more likely to receivea Margin Call because your debit balance will continue to increase.
Before opening a Margin account, carefully read the Margin Disclosure Statement below
and any agreement governing your brokerage account for complete information. Please contact
your Financial Advisor for more details or visit https://www.morganstanley.com/wealthdisclosures/disclosures.html.

Margin Disclosure Statement
Morgan Stanley Smith Barney LLC (“Morgan Stanley”), as applicable (“we,” “us” or “our”) is
furnishing this margin disclosure statement to provide some basic facts about purchasing securities
on margin and to alert you to the risks involved with trading securities in a margin account. Before
trading stocks in a margin account, you should carefully review this margin disclosure statement,
the margin provisions in the client agreement, and the margin account agreement (where applicable)that we provided to you. In the event of a conflict between this document and any other agreements
you may have with Morgan Stanley and/or its affiliates, the other agreements will govern. If you
have any questions or concerns, please contact your Financial Advisor.
Margin is not appropriate for everyone. You should examine your investment objectives,
financial resources and risk tolerance to determine whether borrowing against securities, andtrading on Margin in particular, is appropriate for you. The increased leverage that Margin provides
may heighten both the risks and rewards of investing. Margin privileges are subject to the firm’s
review and approval, and are granted at the sole discretion of the firm. Morgan Stanley reserves
the right to change the maintenance requirements at any time, without notice to you, due to thevolatility and liquidity of your securities and the overall market conditions.
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When you purchase securities, you may pay for the securities in full or you may borrow partof the purchase price from us. If you choose to borrow funds from us, you will open a marginaccount with us. The securities purchased are our collateral for the loan to you. If the securities
in your account decline in value, so does the value of the collateral supporting your loan, and, asa result, we can take action, such as issue a margin call and/or sell securities or other assets inany of your accounts held with us, in order to maintain the required equity in the account. Please
note, however, that we do not take into account any Traditional, Roth, Rollover, Inherited, SEP,
SAR-SEP, or SIMPLE IRA; VIP, RPM, or EBT account; Coverdell Education Savings Account; orother account holding assets of “a plan” as defined in Section 4975 of the Internal Revenue Code(collectively, “Retirement and Education Savings Accounts”) in determining available margin
credit or in connection with exercising our margin requirement rights under any account of
a different type (i.e., accounts which are not “tax qualified”), or vice versa, as set forth in thisdisclosure statement or otherwise.
It is important that you understand fully the risks involved in trading securities on margin,
which include, but are not limited to, the following:
You can lose more funds than you deposit in the margin account.
A decline in the value of securities purchased on margin may require you to provide additional
funds to Morgan Stanley to avoid the forced sale of those or other securities or assets in your Account.
We can force the sale of securities or other assets in your accounts.
If the equity in your account falls below the NYSE and/or FINRA margin maintenancerequirements or Morgan Stanley’s higher “house” requirements, we can sell the securities orother assets in any of your Accounts held at Morgan Stanley to cover the margin deficiency.
You also will be responsible for any shortfall in the account after such a sale.
We can sell your securities or other assets without contacting you.
Some investors mistakenly believe that their brokerage firm must contact them for a margin
call to be valid and that their firm cannot liquidate securities or other assets in their accounts
to meet the call unless the firm has contacted them first. This is not the case. Although, we may
attempt to notify you of margin calls, we are not required to do so. Furthermore, even if we
contacted you and provided a specific date by which to meet a margin call, we can still take thesteps necessary to protect our financial interests, including selling the securities immediately
without notice to you.
You are not entitled to choose which securities or other assets in your account are
to be liquidated or sold to meet a margin call.
Because the securities are collateral for the margin loan, we have the right to decide which
security to sell in order to protect our interests.
We can increase our “house” margin maintenance requirements at any time andare not required to provide you advance written notice.
These changes in policy often take effect immediately and may result in the issuance ofa margin maintenance call. Your failure to satisfy the call may require us to liquidate or sell
securities in your Accounts.
You are not entitled to an extension of time on a margin call.
While an extension of time to meet margin requirements may be available to you undercertain conditions, you do not have a right to the extension.
We may rehypothecate the securities in your account.
We may borrow money to lend to you or other margin clients and pledge your securities as
collateral for such loans. You authorize us to lend any security in the margin credit portion of yourAccount, together with all attendant rights of ownership, either separately or together with theassets of other margin clients, to us or to others without notice to you. In connection with suchloans, and securities loans made to you to facilitate short sales, we are authorized to receive andretain certain benefits, including interest on your collateral posted for such loans, to which you
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may not be entitled. In addition, we may receive compensation in connection with such loans. In
some circumstances, such loans may limit your ability to exercise voting rights of the securities
lent, either in whole or in part.
The American Taxpayer Relief Act of 2012 (the “Act”) retained the reduced U.S. federal income
tax rates on qualifying dividends of 15% (or 20% in the case of certain high-income taxpayers).
However, receipt of payment in lieu of dividends (i.e., substitute dividends) will not be eligible forthe reduced qualified dividend tax rates. Since assets held in margin accounts with us are generally
subject to rehypothecation, substitute (rather than actual) dividends may be received by marginaccount customers. Under the Act, such dividends will not qualify for the lower rates on dividends.

“Do Not Call” Information for Nevada Residents
Morgan Stanley Smith Barney LLC is providing this notice to you pursuant to Nevada law. You may
choose to place your residential telephone number on our internal “Do Not Call” list by contacting
your Financial Advisor, a member of your Morgan Stanley team, or by sending your correspondence
to Morgan Stanley Worldwide Headquarters, 1585 Broadway, New York, NY 10036. You may
direct any inquiries regarding this notice to a member of your Morgan Stanley team. You may
obtain further information by contacting: Bureau of Consumer Protection, Office of the Nevada
Attorney General, 555 E. Washington Ave., Suite 3900, Las Vegas, NV 89101; phone 1-702-486-3132;
email BCPINFO@ag.state.nv.us.

Minnesota Disclosure Notification
Morgan Stanley’s brokers are called Financial Advisors because of the wide array of financial services
and products they provide. The state of Minnesota Department of Commerce has determinedthat a person who uses the title Financial Advisor is considered to be engaged in the business offinancial planning. The Department requires us to provide you with the following information.
Your Financial Advisor’s compensation may be based in whole or in part on commissions or similar
charges for transactions in your account. In some instances, your Financial Advisor may sharein fees charged for other services provided by or approved by Morgan Stanley and its affiliatedcompanies. Your Financial Advisor is authorized to offer and sell products and services issued by or
through Morgan Stanley, its affiliated companies or approved independent entities. These products
will be traded, distributed or placed through, or approved for distribution by Morgan Stanley andits affiliated companies. Your Financial Advisor is licensed in Minnesota as a securities agent andmay also be licensed as an insurance agent. These licenses entitle your Financial Advisor to offerand sell as appropriate, securities such as common stocks, bonds, government securities, mutual
funds, unit investment trusts, direct investments and options; commodities and commodity futures;
insurance and annuity products; and personal financial planning services. For further information,please contact your Financial Advisor.

Important Message to Our Clients, Including
Residents of Nevada, Regarding Access to Fee
and Compensation Information
Morgan Stanley is committed to ensuring you are kept informed about important matters that
may affect your account(s). In addition to the information contained in this booklet, you canfind additional information regarding how Morgan Stanley and your Financial Advisor arecompensated for products or services we offer at https://www.morganstanley.com/disclosures/
fee-and-compensation. It is important that you carefully review this booklet and the information

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found at the link above any time we provide you with a recommendation or solicitation. Should
you have any questions or need any additional information, please contact us.

For California Residents Age 65 or Older
Pursuant to Section 789.8 of the California Insurance Code, it is important that you are awarethat the sale or liquidation of any stock, bond, IRA, certificate of deposit, mutual fund, annuity,or other asset to fund the purchase of this product may have tax consequences, early withdrawal
penalties, or other costs or penalties as a result of the sale or liquidation. You may wish to
consult an independent legal or tax advisor before selling or liquidating any assets prior to thepurchase of any life or annuity products.

Important Notice for Texas Resident Mutual
Fund Owners
Texas law allows mutual fund owners who reside in Texas the option of naming a “designatedrepresentative.” A designated representative is a person who, in addition to the account holder, can becontacted by the financial institution for the purpose of receiving unclaimed property notices under
Section 74.1011 of the Texas Property Code. If you would like to name a designated representative foryour account(s), you can do so by completing Texas Form 98-1036 (available at https://comptroller.
texas.gov/forms/98-1036.pdf) and sending the form to designatedrep@morganstanley.com.

For Missouri Resident Clients:
In the event you elect to receive recommendations from your FA/PWA that incorporate anenvironmental, social, governance or other nonfinancial objective into, as applicable, (i) any
discretionary investment decision that Morgan Stanley and/or your FA/PWA makes for youraccount; (ii) any recommendation, advice or solicitation Morgan Stanley and/or your FA/PWA
makes to you for the purchase or sale of a security or commodity; or (iii) the selection or
recommendation or advice Morgan Stanley and/or your FA/PWA makes to you regarding theselection of a third-party manager or sub-advisor to manage the investments in your account, theState of Missouri Securities Division requires that we notify you and obtain your acknowledgmentthat incorporating such environmental, social, governance or nonfinancial objective will resultin investments, recommendations and/or advice that are not solely focused on maximizing afinancial return for you or your account.

Brazilian Data Protection Notification
Consumers located in Brazil have been granted additional data privacy rights through a law titled
Lei Geral de Proteção de Dados Pessoais, most commonly known by the Portuguese acronym“LGPD.” Brazilian consumers can review the Data Protection Notification, available at http://
www.morganstanley.com.br/prospectos/Notifica_LGPD_Bicolunada_Site.pdf (“Notification”),
to understand what personal data we process, the purposes of the processing, who has accessto the personal data and the rights individuals may have in relation to their personal data. The
Notification will form part of our terms of business and any other similar agreements between
us that fall within the scope of the LGPD. The Notification will apply from the date the LGPD
entered into force and will apply to any personal data that is processed by Morgan Stanley inrelation to you and your affiliates, as applicable. Accordingly, please ensure that you share theNotification with your impacted affiliated companies, if any.

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Spain Disclosure
Pursuant to Spanish Law 10/2014, Spanish issuers (or, as the case may be, the parent entity of
the group of companies to which the relevant Spanish issuer belongs to) are required to certify
to the Spanish government the identity of Spanish tax resident beneficial owners of certain
Spanish securities (i.e. preferred shares and debt instruments issued under Law 10/2014). To
ensure compliance for those issuers, we will provide the name, Spanish Tax Identification
Number, number of Spanish securities held and income generated with respect to the Spanish
securities paid or credited to the investor (together, “Personal Information”) of any Spanish
tax resident purchaser of Spanish securities to Acupay, an independent agent acting on behalfof Spanish issuers and approved by the Spanish government to facilitate compliance with
Spanish law. Purchase of Spanish securities by Spanish tax residents constitutes your and,
where applicable, your client’s understanding and acceptance that this Personal Information
will be disclosed to the appropriate Spanish authorities. The provision of this information is
not affected by a nondisclosure options previously opted into by you or your client. If you and,
where applicable, your client, do not wish for this Personal Information to be disclosed, you and yourclient are advised to not purchase or recommend for purchase any Spanish securities.

Canadian Addendum to Account Agreements
This Canadian Addendum to Account Agreements forms part of your account agreement with
Morgan Stanley Smith Barney LLC and sets forth additional terms and conditions pursuant towhich Morgan Stanley Smith Barney LLC will perform services for you. In the event that any
provision of this Canadian Addendum to Account Agreements conflicts with or is inconsistent
with any other provision of your account agreement, the provisions of this Canadian Addendum
to Account Agreements shall prevail.
I. General Disclosure Morgan Stanley Smith Barney LLC (“MSSB,” “us,” “our” or “we”) isa limited liability company governed by the laws of the state of Delaware. It is registered as a
broker-dealer and investment adviser with the U.S. Securities and Exchange Commission andis a member of the Financial Industry Regulatory Authority. Our head office is located at 2000
Westchester Avenue, Purchase, NY 10577-2530.
MSSB operates under the international dealer and international adviser exemptions, ineach of the provinces of Canada.
As a client of MSSB resident in a jurisdiction of Canada, you should be aware that, because MSSB
does not have a place of business in, and all or substantially all of its assets are situated outsideof, Canada, you may have difficulty in enforcing any legal rights you might have against MSSB.
II. Know Your Client and Suitability MSSB is required by applicable Canadian securities
law to collect certain information about its clients. Information is collected for various
purposes, including to confirm whether a client is an insider of a reporting issuer and to makedeterminations about the suitability of recommendations made to clients or investments madefor client accounts by MSSB when it acts as investment manager. Accordingly, MSSB will ask
about your investment needs and objectives, financial circumstances, risk tolerance and, inthe case where MSSB lends money, extends credit or provides margin, your creditworthiness.
MSSB is required by applicable Canadian securities law to make efforts to keep the informationcollected up to date. Accordingly, you agree to keep information provided to MSSB current andadvise MSSB as soon as possible if your financial circumstances change in any material way.
You also agree that where your Financial Advisor reasonably holds the opinion that instructions
from you regarding a trade are unsuitable to your investment needs and objectives, financial
circumstances or risk tolerance, your Financial Advisor will inform you of this opinion and will
not proceed with the trade unless you give instructions to proceed nonetheless.
As a condition of us providing services to you, if you have represented to us that you arean “accredited investor” or a “permitted client” (as such terms are defined under applicable
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Canadian securities law), you will advise us promptly in writing if you are no longer an “accredited
investor” or “permitted client,” as applicable.
III. Exemption from Registration Requirements Because MSSB is operating under an
exemption from the dealer or adviser registration requirements under applicable Canadiansecurities law, you understand and agree that MSSB is restricted from acting as a dealer or anadviser in respect of securities of Canadian issuers, subject to certain exceptions. If you havequestions about these restrictions, please contact your Financial Advisor.
IV. Related Registrants As a subsidiary of Morgan Stanley, MSSB is affiliated with
Morgan Stanley Canada Limited, which is registered as an investment dealer in Canada.
Although there may be overlaps among the directors and officers of these companies, eachof these companies is operated as a separate legal entity. These entities may, from time to time,cooperate in offering products and services for the benefit of our clients but there is no exchangeof confidential customer information among these companies without a client’s express consent
except for audit, statistical or record-keeping purposes or as otherwise permitted by law. All
brokerage business for client portfolios maintained by MSSB or otherwise allocated by MSSB,
as an investment manager, is based upon overall service and prompt execution of orders onfavorable terms and all brokerage transactions will be made on competitive terms and conditions.
Any brokerage transactions executed through related dealers will be on competitive terms andconditions, including as to brokerage fees.
MSSB has adopted compliance requirements to ensure that conflicts with related businesses
are avoided and business is conducted with integrity and in accordance with applicable law.
V. Agents for Service MSSB has appointed the agents for service in the corresponding
jurisdictions in Canada as indicated in Appendix A attached hereto.
VI. Disclosure in Connection with Purchases of Securities by way of Private Placementin Canada MSSB is providing the following notice to you because we intend to rely on, fromtime to time, the exemption in section 3A.3 or 3A.4, as applicable, of National Instrument
33-105 — Underwriting Conf licts (“NI 33-105”) from the underwriter conf licts of interest
disclosure requirements of NI 33-105 for any distribution to you in the future of an eligible
foreign security, as defined in NI 33-105.
If, in connection with a distribution of an eligible foreign security, as defined in Ontario
Securities Commission Rule 45-501 — Ontario Prospectus and Registration Exemptions, oras defined in Multilateral Instrument 45-107 — Listing Representations and Statutory Rightsof Action Disclosure Exemptions, we deliver to you an offering document that constitutes an“offering memorandum” under applicable securities laws in Canada, you may have, dependingon the province or territory of Canada in which the trade was made to you, remedies forrescission or damages if the offering memorandum (including any amendment thereto) contains
a misrepresentation, provided that the remedies for rescission or damages are exercised by
you within the time limit prescribed by the securities legislation of your province or territory.
You should refer to any applicable provisions of the securities legislation of your province or
territory for the particulars of these rights or consult with a legal advisor.
Securities sold to you on a private placement basis in Canada that are described in a prospectus,
offering memorandum or other offering document sent to you in connection with the sale(including any amendment thereto) may be sold to you only if you are purchasing, or deemed tobe purchasing, as principal and are an “accredited investor,” as defined in National Instrument45-106 — Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and area “permitted client,” as defined in National Instrument 31-103 — Registration Requirements,
Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made inaccordance with an exemption from, or in a transaction not subject to, the prospectus requirements
of applicable securities laws.

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By purchasing securities described in a prospectus, offering memorandum or other offering
document sent to you in connection with a private placement of those securities in Canada, you
acknowledge that personal information such as your name and other specified information,
including the number of securities you have purchased, will be disclosed to Canadian securities
regulatory authorities as part of a Report of Exempt Distribution on Form 45-106F1 (the “Report”)
and may become available to the public in accordance with the requirements of applicable laws.
You consent to the disclosure of that information.
If you purchase securities on a private placement basis in Canada, you are hereby notified
that the following personal information about you will be disclosed to Canadian securities
regulatory authorities in the Report: your full legal name, residential street address, telephone
number, email address (if available), details of securities purchased, details of the prospectus
exemption relied on, whether you are an insider of the issuer of the securities and whether you
are a Canadian registered dealer, adviser or investment fund manager. The information required
to be provided in the Report is collected on behalf of and used by the securities regulatory
authority or regulator under the authority granted in securities legislation for the purposesof the administration and enforcement of the securities legislation. If you have any questions
about the collection and use of this information, contact the securities regulatory authority
or regulator in the province or territory where you are located or resident, as listed below. By
purchasing these securities, you authorize this indirect collection of information by the securities
regulatory authorities and regulators.
PUBLIC OFFICIALS WHO CAN ANSWER QUESTIONS ABOUT THE INDIRECTCOLLECTION OF PERSONAL INFORMATION
Alberta Securities Commission
Suite 600, 250 - 5th Street SW
Calgary, Alberta T2P 0R4
Telephone: (403) 297-6454
Toll free in Canada: 1-877-355-0585
Facsimile: (403) 297-2082
British Columbia Securities Commission
P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, British Columbia V7Y 1L2
Inquiries: (604) 899-6854
Toll free in Canada: 1-800-373-6393
Facsimile: (604) 899-6581
Email: inquiries@bcsc.bc.ca
The Manitoba Securities Commission
500-400 St. Mary Avenue
Winnipeg, Manitoba R3C 4K5
Telephone: (204) 945-2548
Toll free in Manitoba 1-800-655-5244
Facsimile: (204) 945-0330
Financial and Consumer Services Commission (New Brunswick)
85 Charlotte Street, Suite 300
Saint John, New Brunswick E2L 2J2
Telephone: (506) 658-3060
Toll free in Canada: 1-866-933-2222
Facsimile: (506) 658-3059
Email: info@fcnb.ca
Government of Newfoundland and Labrador
Financial Services Regulation Division
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P.O. Box 8700
Confederation Building
2nd Floor, West Block
Prince Philip Drive
St. John’s, Newfoundland and Labrador AlB 4J6
Attention: Director of Securities
Telephone: (709) 729-4189
Facsimile: (709) 729-6187
Government of the Northwest Territories
Office of the Superintendent of Securities
P.O. Box 1320
Yellowknife, Northwest Territories X1A 2L9
Attention: Deputy Superintendent,
Legal & Enforcement
Telephone: (867) 920-8984
Facsimile: (867) 873-0243
Nova Scotia Securities Commission
Suite 400, 5251 Duke Street
Duke Tower
P.O. Box 458
Halifax, Nova Scotia B3J 2P8
Telephone: (902) 424-7768
Facsimile: (902) 424-4625
Government of Nunavut
Department of JusticeLegal Registries Division
P.O. Box 1000, Station 570
1st Floor, Brown Building
Iqaluit, Nunavut X0A 0H0
Telephone: (867) 975-6590
Facsimile: (867) 975-6594
Ontario Securities Commission
20 Queen Street West, 22nd Floor
Toronto, Ontario M5H 3S8
Telephone: (416) 593-8314
Toll free in Canada: 1-877-785-1555
Facsimile: (416) 593-8122
Email: exemptmarketfilings@osc.gov.on.ca
Public official contact regarding indirect collection of information:
Inquiries Officer
Prince Edward Island Securities Office
95 Rochford Street, 4th Floor Shaw Building
P.O. Box 2000
Charlottetown, Prince Edward Island C1A 7N8
Telephone: (902) 368-4569
Facsimile: (902) 368-5283
Autorité des marchés financiers

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800, Square Victoria, 22e étage
C.P. 246, Tour de la Bourse
Montreal, Quebec H4Z 1G3
Telephone: (514) 395-0337 or 1-877-525-0337
Facsimile: (514) 873-6155 (For filing purposes only)
Facsimile: (514) 864-6381 (For privacy requests only)
Email: financementdessocietes@lautorite.qc.ca(For corporate finance issuers);
fonds_dinvestissement@lautorite.qc.ca(For investment fund issuers)
Financial and Consumer Affairs Authority of Saskatchewan
Suite 601-, 1919 Saskatchewan Drive
Regina, Saskatchewan S4P 4H2
Telephone: (306) 787-5879
Facsimile: (306) 787-5899
Government of Yukon
Department of Community Services
Law Centre, 3rd Floor
2130 Second Avenue
Whitehorse, Yukon Y1A 5H6
Telephone: (867) 667-5314
Facsimile: (867) 393-6251
APPENDIX A AGENTS FOR SERVICEJURISDICTIONAGENT FOR SERVICE

BritishColumbia

Borden Ladner
QuebecGervais LLP
1200 Waterfront Centre
200 Burrard Street
Vancouver, BC V7X 1T2

Alberta

Osler, Hoskin &Harcourt LLP
450 - 1st St. S.W.
Suite 2500,
TransCanada Tower
Calgary, AB T2P 5H1

New Brunswick

Saskatchewan

MacPherson Leslie &Tyerman LLP
1500 Hill Centre I
1874 Scarth Street
Regina, SK S4P 4E9
Thompson Dorfman
Sweatman LLP
201 Portage Avenue
Suite 2200
Winnipeg, MB R3B 3L3

Nova Scotia

Manitoba

JURISDICTION

Prince Edward
IslandAGENT FOR SERVICE

Osler, Hoskin &Harcourt LLP
1000 De La Gauchetière
Street West
Suite 2100
Montréal, QC H3B 4W5
Stewart McKelvey
44 Chipman Hill
Suite 1000, Brunswick
House
P.O. Box 7289, Postal
Station A
Saint John, NB E2L 4S6
Stewart McKelvey
Queen's Marque600-1741 Lower Water
StreetHalifax, B3J 0J2
Stewart McKelvey
65 Grafton Street
P.O. Box 2140
Charlottetown,
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JURISDICTIONAGENT FOR SERVICEJURISDICTIONAGENT FOR SERVICE

Ontario

Osler, Hoskin &Harcourt LLP
1 First Canadian Place
Suite 6300
Toronto, ON M5X 1B8

Newfoundlandand Labrador

Stewart McKelvey
100 New Gower Street
Suite 1100, Cabot Place
P.O. Box 5038
St. John’s, NF A1C 5V3DISCLOSURE TO CANADIAN PERMITTED CLIENTS UNDER NATIONAL
INSTRUMENT 31-103
NoticeAs a client of Morgan Stanley Smith Barney LLC (“MSSB,” “us,” “our” or “we”) resident in ajurisdiction of Canada, please be advised that MSSB is a limited liability company formed under
the laws of the state of Delaware and operates under exemptions from the dealer and adviser
registration requirements in your jurisdiction. As such, MSSB is not relying on any registration
as a dealer or adviser in your jurisdiction when operating under one of those exemptions. In
addition, we wish to notify you of the following:
1. O ur head office is located at 2000 Westchester Avenue, Purchase, NY 10577-2530; and2. You may face difficulty in enforcing legal rights you may have against us because of theabove and because we are resident outside of Canada and all or substantially all of ourassets are situated outside of Canada.
“PERMITTED CLIENT” REPRESENTATIONAs a condition of us providing services to you, you are deemed to represent to us that you
are, and you will advise us promptly in writing if you are no longer, a “permitted client” (asdefined in National Instrument 31-103 — Registration Requirements, Exemptions and Ongoing
Registrant Obligations, or as otherwise interpreted and applied by the Canadian Securities
Administrators) and, in particular, if we are acting as your adviser, you are not registered under
the securities legislation of a jurisdiction of Canada as an adviser or dealer.

Notification to Swiss Clients

Swiss clients who qualify as opted-out professional clients pursuant to Article 5 para. 1 of the
Swiss Financial Services Act are hereby informed that they may initiate mediation proceedings
before the Ombudsman's office with which MSSB is affiliated. MSSB is affiliated with thefollowing Ombudsman's Office:Finanzombudsstelle Schweiz (FINOS)
Address: Talstrasse 20 (1st floor)
CH-8001 Zürich, Switzerland
Telephone:
Switzerland: 044 552 08 00
Abroad: +41-44 552 08 00
Email: info@finos.ch

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Morgan Stanley Smith Barney LLC, its affiliates and employees are not in the business ofproviding tax or legal advice. Any such taxpayer should seek advice based on the taxpayer’s
particular circumstances from an independent tax advisor.
© 2024 Morgan Stanley Smith Barney LLC. Member SIPC.
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