MORGAN STANLEY SMITH BARNEY LLC

Form ADV Wrap Fee Program Brochure Morgan Stanley Smith Barney LLC Portfolio Management Program Institutional Cash Advisory Program March 28, 2025 Item 1: Cover Page 2000 Westchester Avenue Purchase, NY 10577 Tel: (914) 225-1000 www.morganstanley.com This Wrap Fee Program Brochure provides information about the qualifications and business practices of Morgan Stanley Smith Barney LLC (“MSWM”). If you have any questions about the contents of this Brochure, please contact us at (914) 225-1000. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about MSWM also is available on the SEC’s website at www.adviserinfo.sec.gov. Registration with the SEC does not imply a certain level of skill or training.  Item 2: Material Changes This section identifies and discusses material changes to the ADV Brochure since the version of this Brochure dated March 28, 2024. For more details on any particular matter, please see the item in this ADV Brochure referred to in the summary below. Platform Fee Updates were made to the description of the Platform Fee and Offset Credit structure, including change in the Platform Fee rate. See Item 4.A., Platform Fee for more information. Conflicts of Interest Additional disclosure has been added to Item 6.B. under “Conflicts of Interest – Financial Advisor Acting as Portfolio Manager; Advisory vs. Brokerage Accounts.” Bank Deposit Program Updates were made to the Cash Sweeps section to disclose that BDP assets in advisory accounts receive a separate interest rate if the assets meet the BDP program balance threshold. See Item 4.C, Cash Sweeps for more information. Update to the Disciplinary Information On December 9, 2024, the SEC entered into a settlement with MSWM regarding an administrative action. In this matter, MSWM, without admitting or denying the findings and without adjudication of any issue of law or fact, consented to the entry of the order that finds that MSWM willfully violated certain sections of the Investment Advisers Act of 1940 (“Advisers Act”), specifically Sections 206(2) and 206(4) and Rule 206(4)-7 promulgated thereunder. The SEC also finds that MSWM failed to supervise the FAs within the meaning of Section 203(e)(6) of the Advisers Act and/or Section 15(b)(4)(E) of the Securities Exchange Act of 1934. See Item 9 in the ADV Brochure for further information. 2  Item 3: Table of Contents Item 1: Cover Page .................................................................................................................................................................................. 1 Item 2: Material Changes ......................................................................................................................................................................... 2 Item 3: Table of Contents ......................................................................................................................................................................... 3 Item 4: Services, Fees and Compensation ................................................................................................................................................ 4 A. General Description of Programs and Services ..................................................................................................................... 4 Portfolio Management Program ............................................................................................................................................. 4 Institutional Cash Advisory Program ..................................................................................................................................... 5 Account Opening.................................................................................................................................................................... 5 Ineligible Securities and Investment Restrictions ................................................................................................................... 5 Trade Confirmations, Account Statements and Performance Reviews .................................................................................. 6 Other Features ........................................................................................................................................................................ 6 Risks ....................................................................................................................................................................................... 6 Tax and Legal Considerations .............................................................................................................................................. 10 Custody ................................................................................................................................................................................ 11 Fees ...................................................................................................................................................................................... 12 B. Comparing Costs .................................................................................................................................................................. 14 C. Additional Fees .................................................................................................................................................................... 15 Funds in Advisory Programs ................................................................................................................................................ 15 UITs in Advisory Programs .................................................................................................................................................. 17 Cash Sweeps......................................................................................................................................................................... 18 D. Compensation to Financial Advisors ................................................................................................................................... 20 Item 5: Account Requirements and Types of Clients ............................................................................................................................. 20 Item 6: Portfolio Manager Selection and Evaluation ............................................................................................................................. 20 A. Selection and Review of Portfolio Managers for the Programs ............................................................................................ 20 B. Conflicts of Interest .............................................................................................................................................................. 20 C. Financial Advisors Acting as Portfolio Managers ................................................................................................................ 24 Item 7: Client Information Provided to Portfolio Managers................................................................................................................... 24 Item 8: Client Contact with Portfolio Managers ..................................................................................................................................... 24 Item 9: Additional Information .............................................................................................................................................................. 24 Disciplinary Information ...................................................................................................................................................... 24 Other Financial Industry Activities and Affiliations ............................................................................................................. 26 Code of Ethics ...................................................................................................................................................................... 27 Trade Errors ......................................................................................................................................................................... 28 Reviewing Accounts ............................................................................................................................................................ 28 Client Referrals and Other Compensation ............................................................................................................................ 28 Financial Information ........................................................................................................................................................... 28 Exhibit: Affiliated Money Market Funds Fee Disclosure Statement and Float Disclosure Statement .................................. 29 3  Item 4: Services, Fees and Compensation for making implementing Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management,” “MSWM”, “we,” “us” or “our”) is a registered investment adviser and a registered broker-dealer. MSWM is one of the largest financial services firms in the United States with branch offices in all 50 states and the District of Columbia. Investment Process. Your Financial Advisor manages your PM account in accordance with an investment strategy based on information you provide about your investment objectives, risk tolerance and financial situation. Your Financial Advisor is responsible investment and management decisions for your account within the PM program’s investment guidelines. The investment guidelines specify diversification and concentration criteria with respect to eligible investments in the PM program and across industry sectors and asset classes. The investment guidelines also specify percentage and duration limitations on account holdings in cash and cash equivalents (which include money market funds and cash sweeps as further described below) in PM accounts custodied with MSWM. MSWM offers clients (“client,” “you” or “your”) many different advisory programs that have different features and support different types of investment strategies. This ADV Brochure describes the Portfolio Management (“PM”) and the Institutional Cash Advisory (“ICAP”) programs offered by MSWM. You can obtain ADV Brochures for other MSWM investment advisory programs at www.morganstanley.com/adv or by asking your Financial Advisor or your Private Wealth Advisor if you are a Morgan Stanley Private Wealth Management client. Throughout the rest of this Brochure, “Financial Advisor” means either your Financial Advisor or your Private Wealth Advisor, as applicable, and “Programs” refers both to the PM program and the ICAP program. On occasion, the PM program’s investment guidelines may require a Financial Advisor to sell certain securities or close option positions in client accounts. Although these transactions may result in capital gains or losses and thus in additional taxes and/or tax reporting for you, these tax consequences will not prevent us from conducting these transactions in your account. The PM program’s investment guidelines are subject to change without notice. You should consult your Financial Advisor for further details. At the Portfolio Management Group’s discretion, certain Financial Advisors have greater latitude in selecting securities and diversification. Therefore, the availability of investment strategies and securities and the applicability of investment limitations varies depending on your Financial Advisor. You should consult with your Financial Advisor for more information on the PM program’s investment guidelines, the Financial Advisor’s approach to investing, and available investment strategies. Certain qualified Financial Advisors may manage approved concentrated investment strategies for select clients that meet additional eligibility requirements, including with respect to the size of the account and the client’s total net worth. We reasonably expect to provide services as a “fiduciary” (as that term is defined in Section 3(21)(A) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and/or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)), and an “investment manager” (as that term is defined in Section 3(38) of ERISA) with respect to “Retirement Accounts.” For purposes of this Brochure (including the Exhibit), the term “Retirement Account” will be used to cover (i) “employee benefit plans” (as defined under Section 3(3) of ERISA), which include pension, defined contribution, profit- sharing and welfare plans sponsored by private employers, as well as similar arrangements sponsored by governmental or other public employers, which arrangements are generally not subject to ERISA; (ii) individual retirement accounts or “IRAs” (as described in Section 4975 of the Code); and (iii) Coverdell Educational Savings Accounts (“CESAs”). A. General Description of Programs and Services Depending on the investment strategy the Financial Advisor uses, investments may include, but are not limited to, equity and debt securities, as well as cash and cash equivalents. Investments may also include shares of eligible closed-end funds, open-end funds (“mutual funds”) and exchange traded funds (“ETFs”) (such mutual funds, closed-end funds and ETFs are collectively, “Funds”). As part of the Consulting Group (“CG”) business unit within MSWM, the Portfolio Management Group administers and oversees the PM program and Institutional Wealth Services oversees the ICAP program. Where approved, Financial Advisors may use certain option strategies, such as covered call writing, protective put buying, purchasing options and writing cash back equity puts and other strategies. MSWM offers a variety of mutual funds and generally reviews and considers factors such as the number and variety of funds offered; length of track record and historic appeal to MSWM clients and Financial Advisors; performance of the funds offered; size of assets under management; and level of interest and demand among clients and Financial Advisors. Portfolio Management Program In the PM program, a Financial Advisor(s) who meets the program certification requirements manages your assets on a discretionary basis. In other words, your Financial Advisor, and not you, has the discretion to decide what securities to buy and sell in your account. This discretion is subject to the parameters described below and your ability to direct a sale of any security for tax or other reasons. The PM program provides Financial Advisors with portfolio management and trade execution tools to manage accounts efficiently. Certain Financial Advisors specialize in investing in multiple or single asset classes or they may have defined investment strategies. You should discuss with your Financial Advisor which investment strategy suits your investment goals. Financial Advisors are prohibited from using certain investments or investment strategies in PM accounts, including, but not limited to, commodities, futures, short sales, partnerships investments, margin, with interests in certain alternative 4  derivatives, and certain securities on MSWM’s restricted list. Your Financial Advisor may make investment decisions that are contrary to research ratings issued by Morgan Stanley research. In addition, depending on the account’s strategy and the Financial Advisor managing the account, there may be investment limitations based on the quality of investments held. Morgan Stanley reserves the right to change the criteria for what assets are eligible for investment in the PM program at any time and without notice to you and to decline to include any security for any reason in your PM account. Any such addition or deletion of eligible assets may change the amount of your fee and any asset in your PM account may be or become subject to the fee. in accordance with your Sanctioned Security, you may face additional limitations, including the inability to trade on it or transfer it. Morgan Stanley retains discretion over enforcement and compliance with applicable sanctions-related regulations and laws. If we determine that a security in your account is an Ineligible Security or Sanctioned Security: (a) Morgan Stanley will not provide advice on, make recommendations with respect to, or manage, as applicable, and therefore does not act as a fiduciary with respect to such security; (b) such security will not be included in the billable market value of your account and, as a result, your Fee may change; (c) such security will not be included in the performance calculation of your account; and (d) you may not receive trade confirmations for transactions you make with regard to such security. If we determine that a security that was previously determined to be an Ineligible Security or Sanctioned Security ineligible is now eligible: (a) we will provide investment advice on it, make recommendations with respect to, or manage, as applicable, and therefore act as a fiduciary with respect to such security; (b) such security will be included in the billable market value of your account and as a result, your Fee may change; (c) such security will be included in the performance calculation of your account; and (d) you may receive trade confirmations for transactions you make with regard to such security. Institutional Cash Advisory Program The Institutional Cash Advisory (“ICAP”) program offers discretionary cash management services to institutional clients, whereby MSWM invests and reinvests the proceeds of the account investment criteria, concentration limits and other requirements as stated in your Investment Policy Statement (“IPS”). Generally, the entire portfolio is invested in short duration fixed income and cash equivalent investments. MSWM converts the specifics of the IPS to a quantifiable rules matrix (the “Matrix”) for the account, and sends the Matrix to the client. Provided the client agrees that the Matrix is consistent with its IPS, MSWM manages the account within the Matrix. If there is any ambiguity between the Matrix and the IPS, the Matrix controls. If assets held in the account fall outside of the Matrix, MSWM will generally liquidate such assets in an orderly manner within a commercially reasonable amount of time. If the client revises the IPS, MSWM will then update the Matrix and obtain the client’s approval of the new Matrix. Account Opening We may automatically apply restrictions on equity securities of companies with which we believe you are an affiliate under the federal securities laws. If you hold these securities in your account, they will be characterized as ineligible securities and subject to the terms described above. In addition, the restriction will prevent additional shares of these equity securities from being purchased in your account. MSWM may liquidate such equity securities at your direction, after they have been appropriately cleared. Such restrictions may cause your account’s composition and performance to deviate from the model or investment strategy in which your account is invested. Any applicable restrictions will be removed, without notice to you, when the affiliation has been removed from our records, which may result in the securities being included in the billable market value or performance calculation of your account. To enroll in the PM program, you must enter into the MSWM Single Advisory Contract (“Single Advisory Contract”). The Single Advisory Contract governs the terms of your existing and future investment advisory accounts and relationships with Morgan Stanley. To enroll in the ICAP program, you must enter into the ICAP program agreement. The Single Advisory Contract does not apply to the ICAP program. The ICAP program agreement, the Single Advisory Contract and any legacy investment advisory client agreement shall be collectively referred to as the “Account Agreement” in this Brochure. You may also be required to execute a brokerage account agreement. All the terms of the Account Agreement and the brokerage agreement will set forth our mutual obligations regarding the Programs. Ineligible Securities and Investment Restrictions You may also request reasonable restrictions on the management of your account, such as that certain specified securities, or certain categories of securities, not be purchased for your account by contacting MSWM. This request can be made orally or in writing, but MSWM may require that any such request (or any changes to the request) be in writing. MSWM will accept reasonable restrictions on specific common equity and fixed income securities, as well as on certain categories of equity securities (e.g., tobacco companies) or mutual fund or ETF shares. MSWM will determine in its reasonable judgment how to implement such restrictions. If you restrict a category of securities, we will determine in our discretion which specific securities fall within the restricted category. In doing so, we may rely on outside sources (e.g. standard industry codes and research provided by independent service providers). Any restrictions you or we impose on individual securities will not be applied to Fund holdings since Funds operate in accordance with the investment objectives and strategies described in their prospectuses. Morgan Stanley reserves the right to determine which assets are eligible for investment in the PM Program and, accordingly, may at any time and without notice to you, decline to include any security for any reason in your accounts (“Ineligible Security”). Additionally, Morgan Stanley may restrict a security and deem such security ineligible if it becomes subject to any type of sanctions or trading restrictions imposed by a specific country or regulatory authority (“Sanctioned Security”). If you are holding a Although we will accept reasonable restrictions from you as 5  Risks described above, we will not have any obligation to manage your account in accordance with any investment guidelines, policy statements or other documents unless we specifically agree to do so, in writing. In addition, certain investment strategies least quarterly. You can waive All trading in your account is at your risk. The value of the assets held in an account is subject to a variety of factors, such as the liquidity and volatility of the securities markets. Investment performance of any kind is not guaranteed, and MSWM’s or a Financial Advisor’s past performance does not predict future performance. that Financial Advisors may use in the programs have specific risks, including those associated with investments in common stock, fixed income securities, American Depositary Receipts, Funds and certain over-the-counter and low-priced securities, among others. You should consult with your Financial Advisor regarding the investments in your the specific risks associated with account. Neither MSWM nor its affiliates will have any responsibility for assets not in your MSWM account, nor for any act done or omitted on the part of any third party. Trade Confirmations, Account Statements and Performance Reviews If MSWM acts as the custodian of the assets in your account, MSWM provides you with written confirmation following each securities transaction in your account, and an account statement at the receipt of trade confirmations after the completion of each trade for certain types of securities in favor of alternative methods of communication where available. Even if you have done so, we may deliver trade confirmation after the completion of each trade. Copies of prospectuses for a fund or investment product that is registered as investment company under the Investment Company Act of 1940, including but not limited to, mutual funds, exchange traded funds and unit investment trusts, are available upon request from your Financial Advisor. MSWM shall not be responsible for any misstatement or omission or for any loss attributable to such misstatement or omission contained in any Fund prospectus, fact sheet or any other disclosure document provided to us for distribution to clients. You understand that the use of performance benchmarks in client reports or profiles is intended only for reference purposes, and we shall not be liable to you or to any third party for selecting any particular benchmark or for failing to meet or outperform any benchmark. online account services Unless you have appointed another custodian, we will provide periodic reports with respect to the performance in your account. These reports show how your account investments have performed, both on an absolute basis and on a relative basis compared to recognized indices (such as Standard & Poor’s indices). If you have elected for your Financial Advisor to create a portfolio (“Client Portfolio”) that includes your PM account, your related MSWM accounts (including your MSWM brokerage accounts) and assets outside MSWM that you have designated for the Client Portfolio, we will also provide periodic reports of your Client Portfolio. You can access these reports at any time through MSWM’s at: https://www.morganstanleyclientserv.com, Log on and select “Accounts.” If, however, you would like to receive these reports by mail, please call 1-888-454-3965 or contact your Financial Advisor. Other Features Risks Relating to ETFs. There may be a lack of liquidity in certain ETFs which can lead to a large difference between the bid- ask prices (increasing the cost to you when you buy or sell the ETF). A lack of liquidity can cause an ETF to trade at a large premium or discount to its net asset value. Additionally, an ETF may suspend issuing new shares and this could result in an adverse difference between the ETF’s publicly available share price and the actual value of its underlying investment holdings. At times when underlying holdings are traded less frequently, or not at all, an ETF’s returns also may diverge from the benchmark it is designed to track. functionality. For further Risks Relating to VIXM. VIXM is an exchange-traded fund that seeks investment returns, before fees and expenses, that match the performance of the S&P 500® VIX® Mid-Term Futures Index™. In general, VIXM is expected to increase in value if the market’s view of expected future volatility is increasing. Conversely, VIXM is likely to lose value when the market’s view of expected future volatility is falling. To the extent current volatility differs substantially from longer term expectations VIX and VIXM performance may differ substantially. You may obtain the VIXM prospectus by asking your Financial Advisor. Additional information about VIXM can also be found on the ProShares website (www.proshares.com). Cash Management Services. As a client of MSWM, if you are invested in the PM program, you may be able to select certain cash management services which are offered by MSWM or its affiliates. These services are provided on a brokerage basis, are subject to separate agreements and have different eligibility requirements. MSWM will not act as your investment adviser with respect to the use of such services. The PM program offers check writing services. Your ability to meet your investment objectives may be negatively affected by the use of the check writing information on cash management services and the fees associated with their use, please refer to your account opening materials, your brokerage account agreement, or contact your Financial Advisor. ICAP program accounts are not eligible for cash management services. Dividend Reinvestment Program. As a client of MSWM, if you are invested in the PM program, you may be able to enroll in the Dividend Reinvestment Program at no additional fee. Please contact your Financial Advisor for more information and the current Dividend Reinvestment Program Terms and Conditions. Risks Relating to Alternatively-Weighted ETFs. Alternatively- weighted ETFs may use a different index tracking methodology than a traditional ETF. Many traditional ETFs seek to track the performance of an index by utilizing the market-capitalization of each index component to relatively weight the ETF's portfolio holdings. This methodology can result in large cap securities of the index carrying a larger percentage weighting than smaller cap 6  process can be prolonged and last for months. During this time, these funds would not be available to you to support purchases, withdrawals and, if applicable, check writing or ATM debits from your account. securities. Alternatively-weighted ETFs (also known as 'Smart- Beta' or 'Strategic-Beta' ETFs) also seek to track an index; however, they also look to generate incremental performance or target a particular factor, and periodically rebalance the portfolio to maintain tracking and weightings. While alternatively- weighted ETFs offer some benefits of active management, there will likely be higher Total Expense Ratios relative to traditional index ETFs. Further, the alternatively weighted strategies present additional risk and may be subject to increased volatility and underperformance compared to traditional index weightings These ETFs should be used with, but not as a replacement for, traditional index strategies. Leveraged and Inverse ETFs. Due to the effect of compounding, performance of leveraged, inverse or leveraged inverse ETFs over longer periods of time can differ significantly from the stated multiple of the performance (or inverse of the performance) of their underlying index or benchmark during the same period of time. Generally, leveraged and inverse ETFs are designed to be short-term, if not daily, trading tools and are not intended for buy- and-hold investing. Risks Relating to Options. Before engaging in the purchase or sale of options, investors should understand the nature of and extent of their rights and obligations and be aware of the risks involved, including, without limitation, the risks pertaining to the business and financial condition of the issuer of the underlying security or instrument. When selling cash secured puts, you have the potential to lose money if the equity underlying the put option declines in value, with your maximum loss occurring if the value of the equity declines to zero. An option buyer (holder) runs the risk of losing the entire amount paid for the option in a relatively short period of time. An option writer (seller) faces the risk that the short option position may be assigned at any time during the life of the option, including the day the option was written, regardless of the in- or out-of-the money status of the position. If the short call option is assigned, the writer must deliver the underlying security. Options investing, like other forms of investing, involves tax considerations, and transaction costs that can significantly affect the profit and loss of buying and writing options. Risks Relating to Exchange Traded Notes. Risks of investing in ETNs include, among others, index or benchmark complexity, price volatility, market risk associated with the index or benchmark, uncertain principal repayment based on the issuing financial institution and potential illiquidity. Please ask your Financial Advisor for the ETN prospectus for a description of the specific index or benchmark to which its performance is linked as well as a description of the risks of investing in the ETN and any of the non-traditional or complex investment strategies that the ETN follows or seeks to replicate. The exercise of in-the-money equity options is automatic at expiration if the equity option is ¾ of a point or more in the money. For equity options in the money less than .01, or out of the money, it is the obligation of the investor to request exercise. MSWM may, at its own discretion, exercise any open equity option that is .01 or more in the money on the date of expiration. Investors are obligated to monitor their options position(s) especially as the expiration date approaches. Risks Relating to Money Market Funds. An investment in a money market fund is neither insured nor guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. Investors exercising their in-the-money equity options must have sufficient assets in their account to meet margin requirements. MSWM may, at its own discretion, reduce or close-out an investor's option(s) position prior to the close of business on the last day before exercise, if the account has insufficient assets to meet margin requirements. There are additional factors that an investor should be aware of when trading options including but not limited to interest rates, volatility, stock splits, stock dividends, stock distributions, currency exchange rates, etc. If a secondary market in options becomes unavailable and prevents a closing transaction, the options writer's obligation would remain until expiration or assignment. You could lose money in money market funds. Although many money market funds classified as government funds (i.e., money market funds that invest 99.5% of total assets in cash and/or securities backed by the U.S government) and retail funds (i.e., money market funds open to natural person investors only) seek to maintain a stable $1.00 per share, they cannot guarantee they will do so. The price of other money market funds will fluctuate and when you sell shares they could be worth more or less than originally paid. Money market funds may, and in certain circumstances will, impose a fee upon the redemption of fund shares. Please review your money market fund’s prospectus to learn more about the use of redemption or liquidity fees. In addition, if a money market fund that seeks to maintain a stable $1.00 per share experiences negative yields, it also has the option of converting its stable share price to a floating share price, or to cancel a portion of 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. The sale of stock through an option assignment or the closing/expiration of an option position may produce a tax consequence. Certain in-the-money non-qualified, written covered call options may also be subject to adverse writes are deemed ‘unqualified’ and carry certain tax consequences. Prior to entering into any proposed transaction, recipients should determine, in consultation with their own investment, legal, tax, regulatory and accounting advisors, the economic risks and merits, as well as the legal, tax, regulatory and accounting characteristics and consequences, of the transaction. Moreover, in some circumstances, money market funds may cease operations when the value of a fund drops below $1.00 per share. In that event, the fund’s holdings will likely be liquidated and distributed to the fund’s shareholders. This liquidation 7  income tax purposes. The portion of any distribution treated as return of capital will not be subject to tax currently, but will result in a corresponding reduction in the investor’s tax basis in the MLP Fund’s shares. Such a reduction in tax basis will result in larger taxable gains and/or lower tax losses on a subsequent sale of the MLP Fund Shares. This section is not intended to enumerate all of the risks entailed in investing in options. For additional information on the risks of investing in options, please review the “Characteristics and Risks of Standardized Options” (“ODD”) published by the Options Clearing Corporation, which is available from your Financial Advisor. For information on the risks relating to mutual funds and ETFs that use derivative instruments, such as options, please see below. MLP Fund Non-Diversification and Industry Concentration. MLP Funds are typically non-diversified. Therefore, MLP Funds can be more susceptible to losses due to adverse developments affecting any single issuer held in their portfolios. In addition, many MLP Funds’ investments are concentrated in the energy infrastructure industry with an emphasis on securities issued by publicly traded MLPs, which may increase volatility. Risks Relating to Master Limited Partnerships. Master Limited Partnerships (“MLPs”) are limited partnerships or limited liability companies whose interests (limited partnership or limited liability company units) are generally traded on securities exchanges like shares of common stock. Investment in MLPs entails different risks, including tax risks, than is the case for other types of investments. MLP Fund Liquidity. Certain MLP securities may trade less frequently than those of larger companies due to their smaller capitalizations. Additionally, it can be more difficult for MLP Funds to buy and sell significant amounts of such securities without an unfavorable impact on prevailing market prices. A MLP Fund’s investment in securities that are less actively traded over time experience decreased trading volume may restrict its ability to take advantage of other market opportunities or to dispose of securities at favorable prices. Contact your Financial Advisor for the fund prospectus for additional information. Currently, most MLPs operate in the energy, natural resources or real estate sectors. Investments in such MLP interests are subject to the risks generally applicable to companies in these sectors (including commodity pricing risk, supply and demand risk, depletion risk and exploration risk). Depending on the ownership vehicle, MLP interests are subject to varying tax treatment. Please see “Tax and Legal Considerations” below and any applicable mutual fund or ETF prospectus, for more information. You can obtain a mutual fund or ETF prospectus by asking your Financial Advisor. Risks Relating to Investment in a Concentrated Number of Securities (or in Only One Security) or to Investment in Only One Industry Sector (or in Only a Few Sectors). When strategies invest in a concentrated number of securities, a decline in the value of these securities would cause your overall account value to decline to a greater degree than that of a less concentrated portfolio. Strategies that invest a large percentage of assets in only one industry sector or security (or in a small number of sectors or securities) are more vulnerable to price fluctuation than strategies that diversify among a broad range of securities and sectors. Risks Relating to Mutual Funds, ETFs and Closed-End Funds that Pursue Complex or Alternative Investment Strategies or Returns. These mutual funds, ETFs and closed-end funds utilize investment strategies and/or non-traditional or complex derivatives (all of which are described in greater detail below) for both hedging and more speculative purposes, which can increase volatility and the risk of investment loss. Certain of these funds are sometimes referred to as “liquid alternatives.” These funds often have higher costs and expenses, with certain of these funds charging fees that fluctuate with their performance. Please refer to the applicable fund’s prospectus for additional information on expenses and descriptions of the specific non- traditional and complex strategies utilized by such fund. While mutual funds, closed-end funds and ETFs may at times utilize non-traditional investment options and strategies, they have different characteristics than unregistered privately offered alternative investments. Because of regulatory limitations, these funds that seek alternative-like investment exposure must utilize a more limited spectrum of investments. As a result, investment returns and portfolio characteristics of alternative mutual funds, closed-end funds and ETFs may materially vary from those of privately offered alternative investments pursuing similar investment objectives. They are also more likely to have relatively higher correlation with traditional market returns than privately offered alternative investments. Risks Relating to Mutual Funds and ETFs that Primarily Invest in Master Limited Partnerships. In addition to the risks outlined above relating to Master Limited Partnerships, mutual funds and ETFs that primarily invest in MLPs generally accrue deferred tax liability (“MLP Fund”). An investment in a MLP Fund does not offer the same beneficial partnership tax treatment as a direct investment in a MLP. The fund’s deferred tax liability (if any) is reflected each day in the fund’s net asset value (“NAV”). The deferred tax liability estimate could vary dramatically from the MLP Fund’s actual tax liability or benefit. Upon the sale of an MLP security, the MLP Fund may be liable for previously deferred taxes. As a result, the determination of the MLP Fund’s actual tax liability could result in increases or decreases in the MLP Fund’s NAV per share, which could be material. Additionally, the fund’s total annual operating expenses may be significantly higher than those of funds that do not primarily invest in Master Limited Partnerships. Please ask your Financial Advisor for the fund prospectus for additional information. Non-traditional investment options and strategies are often employed by a portfolio manager to further such fund’s investment objective and to help offset market risks. However, these features are complex, making it more difficult to understand such fund’s essential characteristics and risks, and how it will perform in different market environments and over various periods of time. They can also expose such fund to increased volatility and unanticipated risks particularly when MLP Fund Dividends and Distributions. A portion of distributions from MLP Funds to investors typically will consist of return of capital and not of current income for U.S. federal 8  used in complex combinations and/or accompanied by the use of borrowing or “leverage.” Examples of non-traditional and complex investment options and strategies include the following. The below list is not exhaustive. Liquidity and Counterparty Risk. Certain investments may be difficult to purchase or sell due to thinly traded markets or other factors such as a relatively large position size. In addition, transactions occurring outside of exchange clearing houses increase the risk that the direct counterparties will not perform their obligations under the transaction and losses will be sustained. Illiquid securities can reduce the returns of the fund because it may be unable to sell the illiquid securities or unwind derivative positions at favorable prices. Fund returns can also be adversely impacted where the fund has an obligation to purchase illiquid securities. Moreover, less liquid securities are more susceptible than other securities to market value declines. Funds will have greater liquidity risks to the extent their principal investment strategies involve foreign (non-U.S.) securities, derivatives or securities with substantial market and/or credit risk. to Over-The-Counter and Low-Priced Risks Relating Securities. Certain over-the-counter (“OTC”) and low-priced securities (“LPS”) (also referred to as penny stocks, expert market securities, or “pink sheet” stocks), have certain special characteristics and risks. instruments Derivatives. A risk of a fund’s use of derivatives is that the fluctuations in their values may not correlate perfectly with the overall securities markets. Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligation. In addition, some derivatives are more sensitive to interest rate changes and market price fluctuations than other securities. The possible lack of a liquid secondary market for derivatives and the resulting inability of a fund to sell or otherwise close a derivatives position could expose the fund to losses and could make derivatives more difficult for the fund to value accurately. When a fund invests in a derivative for speculative purposes, the fund will be fully exposed to the risks of loss of that derivative, which could sometimes be greater than the derivative’s cost. A fund could also suffer losses related to its derivative’s positions as a result of unanticipated market movements, which losses are potentially and unlimited. Commonly used derivative techniques and the risks associated therewith, include: inflationary trends, Futures Contracts. The prices of futures are affected by many factors, including changes in overall market movements, speculation, real or perceived index volatility, changes in interest rates or currency exchange rates and political events. This can result in lower total returns, and the potential loss can exceed a fund’s initial investment. Risk of Lower Liquidity. There may be lower liquidity in certain OTC and LPS securities, which impair the ability to buy or sell within a reasonable period of time without adversely impacting execution prices. Risk of Higher Volatility. Because certain OTC and LPS securities may be more illiquid, there may be greater volatility in trading these products, and thus more risk of price swings and losses. Options. Like futures, prices of options can be highly volatile and they are impacted by many of the same factors. Using options can lower a fund’s total returns. System Delays & Lack of Price Protection. OTC and LPS securities orders may encounter significant delays in executions, reports of executions, and updating of quotations, which may impact the ability to buy or sell OTC and LPS securities at expected prices. Swaps. Most swap contracts are purchased over-the-counter (“OTC”). OTC swaps are generally subject to credit risk and/or the risk of default or non-performance by the counterparty. Swaps can result in losses if interest rate or foreign currency exchange rates or credit quality changes are not correctly anticipated by a counterparty or if the reference index, security or investments do not perform as expected. Total Return Swaps (“TRS”) involve the risk that the party with whom the fund has entered into the swap will default on its obligation to pay the fund and the risk that the fund will not be able to meet its obligations to pay the other party to the agreement. The income tax treatment of such swap agreements is unsettled and can be subject to future legislation, regulation or administrative pronouncements issued by the IRS. Lack of Issuer Information. Reliable information regarding issuers of certain OTC and LPS securities may not be available or may be difficult to find. Accordingly, it may be difficult to properly value an OTC or LPS security, as the lack of information makes it less likely that quoted prices are based on full and complete information about the issuer. In the event an issuer of an OTC or LPS security fails to report required information, such securities could become restricted to “expert” markets, which may prevent selling the security. If this happens, the value of security may be significantly negatively affected or eliminated entirely. Risk of Fraud or Manipulation. Since publicly available information regarding certain OTC and LPS securities may be scarce, these products may be more susceptible to fraud or manipulation. Structured Investments. A fund that invests in structured investments bear the risks of the underlying investment as well as market risk, and are subject to issuer or counterparty risk because the fund is relying on the creditworthiness of such issuer or counterparty and has no rights with respect to the issuer of the underlying investment. Trading Restrictions. Because OTC and LPS securities may be traded on different market systems and with different rules, they may be more susceptible to regulatory trading halts and other trading restrictions, whether imposed by MSWM, our affiliates, and/or applicable regulatory authorities; and such restrictions may be imposed without notice. Short Sales. Short sales are a form of investment leverage and the amount of the fund's potential loss is theoretically unlimited. Short sales are subject to other risks including the risk that the third party to the short sale may fail to honor its contract terms, causing a loss to the fund. 9  Risks Relating to Differing Classes of Securities. Different classes of securities offer different rights to a securities holder as creditor if the issuer files for bankruptcy or reorganization. For example, bondholders’ rights generally are more favorable than shareholders’ rights in a bankruptcy or reorganization. Risks Relating to Mutual Funds that Invest in Floating Rate Loans. Certain mutual funds invest in floating rate loans. Floating rate funds fluctuate in value and are subject to market risk. More information on the investment risks can be found below and in the fund’s prospectus. Partnerships do not pay U.S. federal income tax at the partnership level. Rather, each partner of a partnership, in computing its U.S. federal income tax liability, must include its allocable share of the partnership’s income, gains, losses, deductions, expenses and credits. A change in current tax law, or a change in the business of a given MLP, could result in an MLP being treated as a corporation for U.S. federal income tax purposes, which would result in such MLP being required to pay U.S. federal income tax on its taxable income. The classification of an MLP as a corporation for U.S. federal income tax purposes would have the effect of reducing the amount of cash available for distribution by the MLP and could cause any such distributions received by an If you have any investor to be taxed as dividend income. questions about the tax aspects of investing into an MLP, please discuss with your tax advisor. Credit/Default Risk. Floating loan rate values can fall if a company’s credit rating declines or it defaults on its loan repayment obligations. Since most floating rate loans are made to corporations with below-investment grade credit ratings, they are subject to a greater risk of default on interest and principal payments than higher-quality investments. Interest Rate Risk. For floating rate loans, interest rates and income are variable and their prices are less sensitive to interest rate changes than fixed income bonds. However, in falling interest rate environments floating rate loans can underperform bonds since floating rate loans adjust to pay less income making them less desirable to investors than bonds that pay a fixed rate. Investors in MLPs will receive a Schedule K-1 for each MLP in the portfolio, so they will likely receive numerous Schedule K- 1s. Investors will need to file each Schedule K-1 with their federal tax return. Also, investors in MLPs may be required to file state income tax returns in states where the MLPs operate. Since some Schedule K-1s may not be provided until after the due date for the federal or state tax return, investors in MLPs may need to obtain an extension for filing their federal or state tax returns. Please discuss with your tax advisor how an investment in MLPs will affect your tax return. Tax laws impacting MLPs may change, and this could impact any tax benefits that may be available through investment in an MLP. Liquidity Risk. Floating rate loans are generally subject to restrictions on resale and may trade infrequently in the secondary market. Illiquid loans may reduce the returns of the fund because it may be unable to sell the loans at favorable prices. Moreover, less liquid holdings are more susceptible than other securities to market value declines. Fluctuation of NAV. Because the prices of floating-rate loans can change, the share price of mutual funds that invest in the loans will fluctuate with market conditions. Tax and Legal Considerations For the reasons outlined below, where an otherwise tax exempt account (such as a Retirement Account, charitable organization, or other tax exempt or deferred account) is invested in a pass through entity (such as a MLP), the income from such entity may be subject to taxation, and additional tax filings may be required. Further, the tax advantages associated with these investments are generally not realized when held in a tax-deferred or tax exempt account. Please consult your own tax advisor, and consider any potential tax liability that may result from such an investment in an otherwise tax exempt account. Your Financial Advisor may agree with you to implement a client-developed investment strategy that you believe is sensitive to your particular tax situation. You need to develop any such strategy in consultation with a qualified tax adviser. Certain tax- sensitive strategies can involve risks. Among others, tax- efficient management services involve an increased risk of loss because your account may not receive the benefit (e.g., realized profit, avoided loss) of securities transactions that would otherwise take place in accordance with your Financial Advisor’s investment management decisions for the account. Consult your independent tax or legal advisor with respect to the services described in this Brochure, as MSWM and its affiliates do not provide tax or legal advice. Investment in MLPs entails different risks, including tax risks, than other types of investments. Investors in MLPs hold “units” of the MLP (as opposed to a share of corporate stock) and are technically partners in the MLP. Holders of MLP units are also exposed to the risk that they will be required to repay amounts to the MLP that are wrongfully distributed to them. Almost all MLPs have chosen to qualify for partnership tax treatment. Earnings generated inside most qualified retirement plans, including defined benefit pension plans, defined contribution plans and individual retirement accounts, are generally exempt from federal income taxes, however, certain investments made by Retirement Accounts may generate taxable income referred to as “unrelated business taxable income” (“UBTI”) that is subject to taxation at the same rate as trusts. Generally, passive types of income (when not financed with debt) such as dividends, interest, annuities, and gains from the sale, exchange or other disposition of property (other than inventory or property held for sale in the ordinary course of a trade or business) do not generate UBTI. Active income associated with operating a trade or business, however, may constitute UBTI to an otherwise tax exempt investor such as a Retirement Account. In addition, UBTI may also be received as part of an investor’s allocable share of active income generated by a pass-through entity, such as partnerships (including limited partnerships and MLPs), certain trusts, subchapter S corporations, and limited liability companies that are treated as disregarded entities, partnerships, or subchapter S corporations for federal income tax purposes. 10  If more than $1,000 of unrelated trade or business gross income is generated in a tax year, the Retirement Account’s custodian or fiduciary (on behalf of the Retirement Account) must file an Exempt Organization Business Income Tax Return, Form 990-T. With respect to an individual investing through an IRA, in calculating the threshold amount and the Retirement Account’s UBTI for the year, each IRA is generally treated as a separate taxpayer, even if the same individual is the holder of multiple IRAs. MSWM does not act as the custodian. If you have appointed a third-party custodian (“Custodian”), the Custodian will maintain custody of the cash, securities, and other investments in the account, and will receive and credit to the account all interest, dividends, and other distributions received on the assets in the account. Such assets will not be included under MSWM’s Securities Investor Protection Corporation (“SIPC”) coverage. The rights and authority of MSWM with respect to such assets, including as to transfers of assets held with the Custodian, will be limited to those set forth in the Account Agreement, regardless of any separate agreements or arrangements you may have or enter into with such Custodian. MSWM disclaims any broader rights that may be contained in your separate agreement with the Custodian. Except as indicated below, all other terms of your Account Agreement will apply. Fees, Cash Sweeps and Valuation. You agree to authorize and instruct the Custodian in writing to deduct the MSWM investment advisory fee quarterly (unless you have agreed on a monthly billing period) from your account upon receipt of an invoice from us (if applicable). If you terminate your account, you will receive a pro-rata refund of the fee already paid to us for the remainder of the billing quarter. Your Custodian will advise you of the cash sweep options, and the section titled “Cash Sweeps” in Item 4C below will not apply to your account. The passive activity loss limitation rules also apply for purposes of calculating a Retirement Account’s UBTI, potentially limiting the amount of losses that can be used to offset the Retirement Account’s income from an unrelated trade or business each year. It should be noted that these rules are applied to publicly traded partnerships, such as MLPs, on an entity-by-entity basis, meaning that the passive activity losses generated by one MLP generally can only be used to offset the passive activity income (including unrelated traded or business income) from the same MLP. The passive activity losses generated by one MLP generally cannot be used to offset income from another MLP (or any other source). The disallowed losses are suspended and carried forwarded to be used in future years to offset income generated by that same MLP. However, once the Retirement Account disposes of its entire interest in the MLP to an unrelated party, the suspended losses can generally be used to offset any unrelated trade or business income generated inside the Retirement Account (including recapture income generated on the sale of the MLP interest, as well as income generated by other MLPs). In general, when computing the fee with respect to your PM account, we calculate the market value of assets in your account based on information received from your Custodian with respect to the holdings in the account. Therefore, the market value of assets in your MSWM fee invoice may be different than the market value of assets in the account statement that you receive from your Custodian. When computing the fee with respect to your ICAP account, we rely on information received from your Custodian with respect to the market value of assets in the account. If any information to be provided by the Custodian is unavailable or believed to be unreliable, we will value assets in a manner we determine in good faith to reflect fair market value. is required In calculating the tax, trust tax rates are applied to the Retirement Account’s UBTI (i.e., unrelated trade or business gross income less any applicable deductions, including the $1,000 specific deduction). In addition to the passive loss limitation rules noted above, other limitations may apply to the Retirement Account’s potential tax deductions. In order to file Form 990-T, the Retirement Account to obtain an Employer Identification Number (“EIN”) because the plan (and not the plan owner or fiduciary) owes the tax. State and local income taxes may also apply. Accordingly, Retirement Account investors (and their fiduciaries) should consult their tax and legal advisors regarding the federal, state, and local income tax implications of their investments. Account Statements and Trade Confirmations. You should arrange with your Custodian to provide you and us with account statements at least quarterly, identifying the amount of funds and of each security in the account at the end of the reporting period and setting forth all transactions in the account during that period. MSWM will need to be notified promptly of any other changes in the account. For trades executed through MSWM, we will provide you with copies of confirmations of securities transactions, and we may provide additional periodic reports. Similar rules apply to other tax-exempt organizations (e.g., charitable and religious organizations), with some differences. For instance, the UBTI of most other tax- exempt organizations is taxable at corporate rates, unless the organization is one that would be taxed as a trust if it were not tax-exempt in which case its UBTI is taxable at trust rates. Also, the passive activity loss limitation rules do not apply to all tax- exempt organizations. Tax-exempt investors should consult their tax and legal advisors regarding the federal, state, and local income tax implications of their investments. Liquidations and share class conversions. MSWM will not liquidate any fractional share positions of equity securities, closed-end funds or ETFs created in your account. The provisions in your Account Agreement and in this Brochure regarding MSWM converting shares of open-end mutual funds in a client’s account to an advisory share class will not apply to your account. Custody MSWM acts as the custodian. Unless you instruct us otherwise, MSWM will maintain custody of all cash, securities and other assets in the account. MSWM shall have no responsibility or liability with respect to transmittal or safekeeping of the assets in the account or the acts or omissions of the Custodian with respect thereto. You shall direct the Custodian to furnish to MSWM from time to time such reports concerning assets, receipts, and disbursements with 11  respect to the account as MSWM shall reasonably request. You may designate a replacement custodian upon written notice to us. Maximum Fee. The maximum annual MSWM Fee for the PM program accounts is 2.00% of the market value of the eligible assets in the account. The maximum annual MSWM Fee for various levels of eligible assets in the ICAP program is as follows: ICAP Program Assets Annual Fee On the first $10,000,000 0.25% MSWM does not assume any responsibility for the accuracy of any reports or other information furnished or made available by you, the Custodian, or any other person or entity (including access to online systems). The Custodian will be liable to you pursuant to the terms of its custodian agreement and any other relevant agreement that relates to Custodian's services to you. On the next $40,000,000 0.20% On the next $50,000,000 0.15% Assets over $100,000,000 0.12% It is possible that the compensation paid to MSWM through the annual fixed dollar amount billing arrangement is greater than the maximum asset- based MSWM Fee charged by MSWM to clients who have selected that asset-based billing arrangement. MSWM will not be liable for (i) any failure on your part to fulfill any of your obligations under the Account Agreement, including any misrepresentation or omission with respect to arrangements you must make with, and information and instructions you must provide to, the Custodian; (ii) any failure of the Custodian to follow your or our instructions, including with respect to fee payments, any delivery or receipt securities or payment for securities required; and (iii) any failure of the Custodian to fulfill its obligations, including timely provision of any information that the Custodian is required to provide to us. Platform Fee for Accounts in the PM Program. You will be charged a Platform Fee for the various support and administrative services we provide to maintain the platform on which your account and the Program resides. The Platform Fee for PM program accounts is a 0.035% annual asset-based fee. The Platform Fee is in addition to the MSWM Fee, is non-negotiable, and is generally applicable to all custodied PM accounts, except for Retirement Accounts covered by Title I of ERISA, including for example, certain Simplified Employee Pension (“SEPs”) accounts and SIMPLE IRAs, 529 plans and accounts we classify as institutional. The Platform Fee does not apply to ICAP accounts. By signing the Account Agreement, you have also acknowledged to us that (i) you are authorized to retain the Custodian; (ii) you have instructed and authorized the Custodian in writing to receive and follow instructions from us with respect to the purchase and sale of securities in your account and the payment of the MSWM fee, (iii) that you have authorized and instructed the Custodian to provide us promptly with any information regarding the account that we require to perform our obligations, including pricing information for the securities in the account, and (iv) you have arranged with the Custodian to provide you and us with account statements at least quarterly, identifying the amount of funds and of each security in the account at the end of the reporting period and setting forth all transactions in the account during that period. The MSWM Fee and the Platform Fee shall be collectively referred to as the “Fee.” Provisions and conditions of the Fee as described in this section generally apply to the Platform Fee with one exception; the Platform Fee is paid quarterly in arrears based solely on the closing market value of the assets in the account on the last business day of the billing quarter and will become due within fifteen (15) business days after the end of the billing quarter. Termination. Upon termination of your Account Agreement with MSWM, you will instruct the Custodian with respect to the funds and securities held in the account. If you instruct the Custodian to liquidate any securities in the account, you may be subject to taxation on all or part of the proceeds of such liquidation. You understand that, upon termination, it is your responsibility to monitor the assets held in the account, and that we will no longer have any further obligation to act or give advice with respect to those assets. Fees You pay an asset-based fee, charged monthly for the services provided by MSWM (the “MSWM Fee”), for our investment advisory services, custody of account assets (if we are the custodian), trade execution with or through MSWM, performance reporting, as well as compensation to any Financial Advisor. This is a wrap fee. With respect to the PM program, you will also pay the Platform Fee (described below), which is separate from (and in addition to) the MSWM Fee. You may pay the MSWM Fee by the following methods pursuant to the maximum fee stated below: an asset-based fee or, in some cases, clients may negotiate an annual fixed dollar amount, which is generally paid quarterly. Offset to the Platform Fee. We collect revenue from certain Investment Product providers (“Offset Revenue”) but which we credit to accounts subject to the Platform Fee, regardless of any Investment Product holdings or investments. Crediting this Offset Revenue to accounts subject to the Platform Fee is designed to address conflicts of interest associated with collecting the Offset Revenue from applicable Investment Product providers. For mutual funds, non-sweep money market funds, alternative investments, and certain ETFs, the Offset Revenue generally includes, as applicable, revenue share, support fees, and/or mutual fund administrative service fees, as discussed below. Each billing quarter, we will allocate proportionately such Offset Revenue we receive from these sources to accounts subject to the Platform Fee (“Platform Fee Accounts”). The amount of Offset Revenue we will apply to a Platform Fee Account during any particular billing quarter will be up to the amount of the Platform Fee charged to that Platform Fee Account for the same billing quarter (“Offset Credit”). 12  oral or written notice to your Financial Advisor of withdrawal of assets from the account, subject to the usual and customary securities settlement procedures. No Fee adjustment will be made during any billing period for withdrawals or deposits. No Fee adjustment will be made during any billing period for appreciation or depreciation in the value of account assets during that period. The Offset Credit will generally be applied within fifteen (15) business days after the end of the previous billing quarter and is generally intended to reduce the impact of the Platform Fee. The amount of the Offset Credit is expected to vary quarter to quarter and may be less than the Platform Fee charged to your account for any billing quarter. To the extent we collect more Offset Revenue in a billing quarter than the amount of the Platform Fee, we will carryover such excess (“Carry Over Credit”) and apply it to the subsequent billing quarter to be allocated to accounts as described above. If the account is terminated by either party, you will be entitled to a prorated refund of any pre-paid MSWM Fee, based on the number of days remaining in the billing month (or, the billing quarter, for PM accounts custodied outside MSWM and for ICAP accounts) after the date upon which notice of termination is effective. Valuation of Account Assets. In computing the value of assets in the account, securities (other than open-end mutual funds, as described below) traded on any national securities exchange or national market system shall be valued, as of the valuation date, at the closing price and/or mean bid and ask prices of the last recorded transaction on the principal market on which they are traded. Account assets invested in registered open-end mutual funds will be valued based on the open-end mutual fund’s net asset value calculated as of the close of business on the valuation date, per the terms of the applicable fund prospectus. We will value any other securities or investments in the account in a manner we determine in good faith to reflect fair market value, and we may rely upon valuations from our affiliate Morgan Stanley &Co. LLC (MS&Co.) for certain securities, including collateralized loan obligations. Any such valuation should not be considered a guarantee of any kind whatsoever with respect to the value of the assets in the account. Changing circumstances, such as market conditions, a shift in investments away from investment products that provide revenue or significant reallocation of investments to those that pay a lower amount of compensation will reduce the amount of Offset Revenue available to be credited. The amount of Offset Revenue available for crediting for any particular quarter will be reduced for the costs of third-party administrative expenses, if any, directly associated with the collection, calculation, and crediting of the Offset Revenue. Accounts will have no rights to the amounts of Offset Revenue collected by us until actually credited, including but not limited to amounts collected in a prior billing quarter. We can modify or discontinue the Offset Credit amount or mechanism at any time, but amounts collected by us prior to the effective time of any such change will be used to offset or reduce Platform Fees or Fees payable by accounts, but not necessarily the accounts that generated such Offset Revenue. We reserve the right to stop collecting Offset Revenue entirely at any time and, if we do not receive Offset Revenue, the Offset Credit will be $0. We have no obligation to attempt to maximize the collection of Offset Revenue during the time in which we are collecting it. In valuing assets, we use information provided by recognized independent quotation and valuation services. We believe this information to be reliable but do not verify the accuracy of the information provided by these services. If any information provided by these services is unavailable or MSWM has determined is unreliable, we will value assets in a manner we determine in good faith to reflect fair market value. An account that is not subject to the Platform Fee during a billing quarter will not receive the Offset Credit for that billing quarter. As the Offset Credit is applied based on account value and not actual Investment Product holdings, accounts holding little to no Investments Products (or Investments Products that pay lessor amounts of Offset Revenue) will disproportionally benefit from the credit applied. This is generally mitigated by subjecting those accounts to the Platform Fee. Additionally, Offset Revenue is not collected with respect to investments held in accounts that are not subject to the Platform Fee, including Retirement Accounts covered by Title I of ERISA, 529 plans and accounts we classify as institutional. Fees are Negotiable. T h e M S W M Fee is negotiable, based on factors including the type and size of the account and the range of services provided by the Financial Advisor. In special circumstances, and with the client’s agreement, the MSWM Fee charged to a client for an ICAP account may be more than the maximum annual fees stated in this section. The MSWM Fee may be (i) higher or lower than the fees that we would charge the account if you had purchased the services covered by the fee separately; (ii) higher or lower than the fees that we charge other clients, depending on, among other things, the extent of services provided to those clients and the cost of such services; and (iii) higher or lower than the cost of similar services offered through other financial firms. When Fees are Payable. The Fee is payable as described in the Account Agreement and in this Brochure. Additions and Withdrawals; Refund on Account Termination. You may make additions into the account at any time, subject to our right to terminate the account. Additions may be in cash, Funds, stocks, or bonds, provided that we reserve the right to decline to accept particular securities into the account or impose a waiting period before certain securities may be deposited. We may accept other types of securities for deposit at our discretion. You understand that if Funds are transferred or journaled into the account, you will not recover the front-end sales charges previously paid and/or may be subject to a contingent deferred sales charge or a redemption or other fee based on the length of time that you have held those securities. We may require you to provide up to six (6) business days’ prior With respect to PM accounts custodied at MSWM, the following fee calculation is applicable: 13  will only be included in a Billing Relationship if this is specifically agreed between you and your Financial Advisor. For more information about which of your accounts are grouped in a particular Billing Relationship, please contact your Financial Advisor. • Generally, the initial Fee is due in full on the date you open your account at MSWM and is based on the market value of assets in the account on or about that date. The initial Fee payment generally covers the period from opening date through (at your or your Financial Advisor’s election) the last day of the applicable billing period and is prorated accordingly. However, in certain circumstances where inception date occurs at the end of a monthly billing period, the initial Fee shall cover the period from the inception date through the last day of the next full billing period and is prorated accordingly. Thereafter, the Fee is paid monthly in advance based on the account’s market value on the last business day of the previous billing month and is due promptly. This fee calculation does not apply where you pay us by annual fixed dollar amounts. in recommending With respect to ICAP accounts and PM accounts custodied outside MSWM, the following fee calculation is applicable: Money Market Funds in ICAP Accounts. For certain ICAP accounts, MSWM may waive the annual fee on money market fund investments and, in lieu thereof, receive payments from the mutual fund companies of up to 10 basis points. Unlike the payments described below under the heading “Funds in Advisory Programs,” MSWM may share these payments with Financial Advisers. To the extent the annual fee is less than the payment from the mutual fund companies, MSWM has a conflict of interest investment over others. this Conversely, if the annual fee is greater than the payments from the mutual fund companies, MSWM has a financial disincentive to recommend these investments. to the requirements of ERISA in assessing • Generally, the initial Fee is due in full on the date you open your account at MSWM and is based on the market value of the eligible assets in the account on or about that date. The initial Fee payment generally covers the period from the opening date through (at your or your Financial Advisor’s election) the last day of the current quarter or the next full calendar quarter and is prorated accordingly. Thereafter, the Fee is generally paid quarterly in advance (however, in the ICAP program clients may elect to pay in arrears) based on the market value of the eligible assets in the account on the last business day of the previous billing quarter and is due promptly. ERISA Fee Disclosure for Qualified Retirement Plans. In accordance with Department of Labor regulations under Section 408(b)(2) of ERISA, MSWM is required to provide certain information regarding our services and compensation to assist fiduciaries and plan sponsors of those retirement plans that are subject the reasonableness of their plan’s contracts or arrangements with us, including the reasonableness of our compensation. This information is provided to you at the outset of your relationship with us and is set forth in this Brochure and in your advisory contract with us. It is also provided at least annually to the extent that there are changes to any investment- related disclosures for services provided as a fiduciary under ERISA. Other. Because the Programs do not involve third party investment managers, we receive the entire MSWM Fee (except for referral payments as described in Item 9 below under “Client Referrals and Other Compensation”), and we pay your Financial Advisor a portion of the entire MSWM Fee See Item 4.D below (“Compensation to Financial Advisors”) for more information. B. Comparing Costs Breakpoints. Fee rates may be expressed as a fixed rate applying to all assets in the account, or as a schedule of rates applying to different asset levels, or “breakpoints.” When the fee is expressed as a schedule of rates corresponding to different breakpoints, discounts, if any, are negotiated separately for each breakpoint. The fee rate will be blended, meaning that as the value of account assets reaches the various breakpoints, the incremental assets above each threshold are charged the applicable rates. The effective fee rate for the account as a whole is then a weighted average of the scheduled rates, and can change when the asset levels in the account change. The primary service that you are purchasing in the Programs is your Financial Advisor’s, or a Financial Advisor that partners with your Financial Advisor, discretionary management of your portfolio pursuant to certain program guidelines. Accounts Related for Billing Purposes. When two or more investment advisory accounts are related together for billing purposes (“Billing Relationship”), you can benefit from existing breakpoints. For example, if you have two accounts, the “related” fees on Account #1 are calculated by applying your total assets (i.e. assets in Account #1 + assets in Account #2) to the Account #1 breakpoints. Because this amount is greater than the amount of assets solely in Account #1, you may have a greater proportion of assets subject to lower fee rates, which in turn lowers the average fee rate for Account #1. This average fee rate is then multiplied by the actual amount of assets in Account #1 to determine the dollar fee for Account #1. Likewise, the total assets are applied to the Account #2 breakpoints to determine the average fee rate for Account #2, which is then multiplied by the actual amount of assets in Account #2 to determine the dollar fee for Account #2. Only certain accounts are included in a Billing Relationship, based on applicable rules and regulations and MSWM’s policies and procedures. Even where accounts are eligible to be related under these policies and procedures, they Cost comparisons are difficult because that particular service is not offered in other CG programs. Depending on the level of trading and types of securities purchased or sold in your account, if purchased separately, you may be able to obtain transaction execution at a higher or lower cost at MSWM or elsewhere than the MSWM Fee in these programs. However, such transactions could not be executed on a discretionary basis in a brokerage account. Clients who participate in the programs described in this Brochure pay a fee based on the market value of the account for a variety of services, and accordingly could pay more or less for such services than if they purchased such services separately (to the extent that such services would be available separately to the client). Furthermore, the same or similar services to those available in these programs may be available at a lower fee in programs offered by other investment advisors. In addition, CG 14  American Depository Receipts (ADRs) or • offers other programs where discretionary portfolio management is provided by third party investment managers and the fees in those programs may be higher or lower than the fees in these programs. Those programs involve the discretionary portfolio management decisions of third-party investment managers and not your Financial Advisor. certain other costs or charges that may be imposed by third parties (including, among other things, odd-lot differentials, taxes, foreign custody fees, exchange fees, transfer supplemental transaction fees, regulatory fees and other fees or taxes that may be imposed pursuant to law). Funds in Advisory Programs If you change your brokerage account to a fee-based advisory account, to the extent your brokerage account held class C mutual fund shares for five years or longer, these shares would likely have converted to load-waived (lower cost) Class A shares in the near future, thereby significantly reducing the ongoing internal mutual fund expenses you would have paid to hold them in your brokerage account. By changing your account from a brokerage account into a fee-based advisory account, your mutual fund shares will convert to the advisory share class (if available), which, in general will further lower overall costs. However, in exchange for advisory services you will receive, you will pay an additional asset-based fee which you would not pay in a brokerage account. Investing in strategies that invest in mutual funds, non-sweep money market funds, closed-end funds and ETFs (collectively referred to in this Funds in Advisory Programs Section as “Funds”) is more expensive than other investment options offered in your advisory account. In addition to our MSWM Fee, you pay the fees and expenses of the Funds in which your account is invested. Fund fees and expenses are charged directly to the pool of assets the Fund invests in and are reflected in each Fund’s net asset value. These fees and expenses are an additional cost to you that is embedded in the price of the Fund and, therefore, are not included in the MSWM Fee amount in your account statements. Each Fund expense ratio (the total amount of fees and expenses charged by the Fund) is stated in its prospectus. The expense ratio generally reflects the costs incurred by shareholders during the Fund’s most recent fiscal reporting period. Current and future expenses may differ from those stated in the prospectus. You should consider these and other differences when deciding whether to invest in an investment advisory or a brokerage account and, if applicable, which advisory programs best suit your individual needs. C. Additional Fees You do not pay any sales charges for purchases of Funds in your account. However, some mutual funds may charge, and not waive, a redemption fee on certain transaction activity in accordance with the polices described in the applicable prospectus. If you open an account in one of the Programs, you will pay us an MSWM Fee which covers investment advisory services, custody of securities (if we are the custodian) and trade execution with or through MSWM, as well as compensation to any Financial Advisor as described above. You also pay the Platform Fee with respect to PM accounts as described above. The MSWM Fee does not cover: MSWM shall not be responsible for any misstatement or omission or for any loss attributable to such misstatement or omission contained in any Fund prospectus, fact sheet or any other disclosure document provided to us for distribution to clients. • the costs of investment management fees and other expenses charged by Funds and UITs (see below for more details) • MSWM also receives the following fees and payments in connection with your investment in a Fund. “mark-ups,” “mark-downs,” and dealer spreads, if any (A) that MSWM or its affiliates (including MS&Co) receive when acting as principal in certain transactions where permitted by law or (B) that other broker-dealers receive when acting as principal in certain transactions effected through MSWM and/or its affiliates acting as agent, which is typically the case for dealer market transactions (e.g., fixed income, over-the-counter equity, and foreign exchange (“FX”) conversions in connection with purchases or sales of FX-denominated securities and with payments of principal and interest dividends on such securities); • brokerage commissions or other charges resulting from transactions not effected through MSWM or its affiliates Support Fees and Mutual Fund Administrative Services Fees in PM Accounts. In the PM program, MSWM receives a support fee, also called a revenue sharing payment from the sponsors of mutual funds, non-sweep money market funds, and actively- managed ETFs (but not, for example passively-managed ETFs that seek to track the performance of a market index). Revenue- sharing payments are generally paid out of such fund’s sponsor or other affiliate’s revenues or profits and not from the applicable fund’s assets. We charge revenue sharing fees on client account holdings in such funds generally according to a tiered rate that increases along with those funds’ management fee so that sponsors pay lower rates on funds with lower management fees than on those with higher management fees. The rate ranges up to a maximum of 0.12% per year ($12 per $10,000 of assets) for mutual funds and applicable ETFs, and up to 0.10% ($10 per $10,000 of assets) for non-sweep money market funds. • MSWM account establishment or maintenance fees for its IRA accounts and Versatile Investment Plans (“VIP”), which are described in the respective IRA and VIP account and fee documentation (which may change from time to time) • account closing/transfer costs • processing fees • any pass-through or other fees associated with investments in MSWM also receives compensation from mutual funds for providing certain recordkeeping and related administrative services to the funds. For example, we process transactions with mutual fund families on an omnibus basis, which means we 15  Additional fees apply for those Fund families that elect to purchase supplemental data analytics regarding other financial product sales at MSWM. For more information regarding these payments, as well as others, please refer to the Mutual Fund and ETF Brochures described above. consolidate our clients’ trades into one daily trade with the fund, and therefore maintain all pertinent individual shareholder information. For these services, mutual funds pay 0.10% per year ($10 per $10,000) on mutual fund assets held by investors in the advisory program covered by this Brochure. Administrative services fees may be viewed in part as a form of revenue-sharing if and to the extent they exceed what the mutual fund would otherwise have paid for these services. As discussed herein, all of the support fees and/or administrative services compensation we collect from mutual funds, non- sweep money market funds, and/or actively managed ETFs or their affiliated service providers with respect to investment advisory assets is returned to clients in the form of a fee offset. See the section above titled “Offset to the Platform Fee” for more information and eligibility to receive an offset. Notwithstanding the foregoing, MSWM does not receive such payments for Retirement Accounts. MSWM does not receive such payments with respect to the ICAP program accounts. Conflicts of Interest Regarding the Above Described Fees and Expense Payments The above-described fees present a conflict of interest for Morgan Stanley and our Financial Advisors to promote, recommend and/or purchase on a discretionary basis, as applicable, those Funds that make these payments rather than other eligible investments that do not make these or similar payments. Further, in aggregate, we receive significantly more support from participating revenue sharing sponsors and mutual funds that pay administrative services fees with the largest client holdings at our firm, as well as those sponsors that provide significant sales expense payments and/or purchase data analytics. This in turn could lead Morgan Stanley and/or our Financial Advisors to focus on those Fund families. In addition, since our revenue sharing support fee program utilizes rates that are higher for Funds with higher management fees, we have a conflict of interest to promote and recommend Funds that have higher management fees. In order to mitigate these conflicts, Financial Advisors in advisory programs do not receive additional compensation as a result of the support fees, mutual fund administrative service fees and data analytics payments received by Morgan Stanley. Moreover, as noted above, the support fees and administrative services fees are collected and credited to Program accounts. Other Compensation Morgan Stanley or its affiliates receive, from certain Funds, compensation in the form of commissions and other fees for providing traditional brokerage services, including related research and advisory support, and for purchases and sales of securities in Fund portfolios. We and/or our affiliates also receive other compensation for certain Funds for financial services performed for the benefit of such Funds, including but not limited to providing stand-by liquidity facilities. Providing these services may give rise to a conflict of interest for Morgan Stanley or its affiliates to place their interests ahead of those of the Funds by, for example, increasing fees or curtailing services, particularly in times of market stress. Expense Payments and Fees for Data Analytics. MSWM provides Fund families with opportunities to sponsor meetings and conferences and grants them access to our branch offices and Financial Advisors for educational, marketing and other promotional efforts. Some Fund representatives work closely with our branch offices and Financial Advisors to develop business strategies and support promotional events for clients and prospective clients, and educational activities. Some Fund families or their affiliates reimburse MSWM for certain expenses incurred in connection with these promotional efforts, client seminars and/or training programs. Fund families independently decide if and what they will spend on these activities, with some Fund families agreeing to make substantial annual dollar amount expense reimbursement commitments. 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. For more information regarding the payments MSWM receives from Fund families, please refer to the brochures titled “Mutual Fund Features, Share Classes and Compensation” and “ETF Revenue Sharing, Expense Payments and Data Analytics” (together, the “Mutual Fund and ETF Brochures”), which can be found at https://www.morganstanley.com/disclosures. The Mutual Fund and ETF Brochures are also available from your Financial Advisor on request. (subject Morgan Stanley prohibits linking the determination of the amount of brokerage commissions and/or fees charged to a Fund to the aggregate values of our overall Fund-share sales, client holdings of the Fund or to offset the revenue-sharing, administrative service fees, expense reimbursement and data analytics fees described above. Financial Advisors and their Branch Managers receive no additional compensation as a result of these payments received by Morgan Stanley. Fund family representatives are allowed to occasionally give nominal gifts to Financial Advisors, and to occasionally entertain Financial Advisors to an aggregate entertainment limit of $1,000 per employee per Fund family per year). MSWM’s non-cash compensation policies set conditions for each of these types of payments, and do not permit any gifts or entertainment conditioned on achieving any sales target. In addition, we generally seek to be reimbursed for the associated operational and/or technology costs of adding and/or maintaining Funds on our platform. These flat fees are paid by Fund sponsors or other affiliates (and not the Funds). Financial Advisors and their Branch Managers do not receive compensation for recommending Funds that have reimbursed Morgan Stanley for our costs. MSWM also provides Fund families with the opportunity to purchase data analytics regarding Fund sales. The amount of the fee depends on the level of data. We also offer sponsors of passively-managed ETFs a separate transactional data fee. 16  Inc of mutual funds into your advisory account, MSWM (without notice to you) will convert those shares to Advisory Share Classes to the extent they are available. This will typically result in your shares being converted into a share class that has a lower expense ratio, although exceptions are possible. Subject to limited exceptions, any fees that you pay while holding non-Advisory Share Classes (e.g., sales loads, 12b-1 fees, etc.) will not be offset, rebated or refunded to you when your non-Advisory Share Class is converted into an Advisory Share Class. receive additional compensation Affiliated Funds. Certain Funds are sponsored or managed by, or receive other services from, MSWM and its affiliates, which include but are not limited to, Morgan Stanley Investment (“MSIM”), Eaton Vance Management Management (“EVM”), Boston Management and Research, Calvert Research and Management, Atlanta Capital Management Company and Parametric Portfolio Associates. MSWM or the affiliated sponsor (or other service provider) receives additional investment management fees and other fees from these Funds. Therefore, MSWM has a conflict to recommend MSWM proprietary and/or affiliated Funds. In order to mitigate this conflict, Financial Advisors do not for recommending proprietary and/or affiliated funds. Additionally, affiliated Funds and sponsors are subject to the same economic arrangements with MSWM as those that MSWM has with third- party Funds. On termination of your advisory account for any reason, or the transfer of mutual fund shares out of your advisory account, we will convert any Advisory Share Classes of funds into a share class that is available in non-advisory accounts or we may redeem these fund shares altogether. Non-Advisory Share Classes generally have higher operating expenses than the corresponding Advisory Share Class, which will increase the cost of investing and negatively impact investment performance. For more information, please refer to the Mutual Fund and ETF Brochures described above. UITs in Advisory Programs To the extent that affiliated Funds are offered to and purchased by Retirement Accounts, the MSWM Fee on any such Retirement Account will be reduced, or offset, by the amount of the fund management fee, shareholder servicing fee and distribution fee that we, or our affiliates, receive in connection with such Retirement Account’s investment in such affiliated Fund. Investing in Unit Investment Trusts (“UITs”) is typically more expensive than other investment options offered in your advisory account. A UIT is an SEC-registered investment company that issues redeemable securities and invests in a portfolio of bonds and/or equity securities according to a specific investment objective or strategy. Generally, a UIT’s portfolio is not actively traded and follows a “buy and hold” strategy, investing in a static portfolio of securities for a specified period of time, regardless of market conditions. At the end of the specified period, UITs terminate and all remaining portfolio securities are sold. Redemption proceeds are then paid to investors. Mutual Fund Share Classes. Mutual funds typically offer different ways to buy fund shares. Some mutual funds offer only one share class while most funds offer multiple share classes. Each share class represents an investment in the same mutual fund portfolio, but assesses different fees and expenses. Many mutual funds have developed specialized share classes designed for various advisory programs (“Advisory Share Classes”). In general, Advisory Share Classes are not subject to either sales loads or ongoing marketing, distribution and/or service fees (often referred to as “12b-1 fees”), although some will assess fees for record keeping and related administrative services, as disclosed in the applicable prospectus. typically utilizes Advisory Share Classes UIT Fees and Expenses. In addition to the MSWM Fee, you will pay the UIT’s fees and expenses, which are charged directly to the pool of assets in the UIT and are reflected in the unit price. A UIT’s fees and expenses are stated in its prospectus, but generally range from 0.25 to 1.85% depending on the strategy. MSWM that compensate MSWM for providing such recordkeeping and related administrative services to its advisory clients. However, our fees for these services are included in the Offset Credit which is applied to the Platform Fee for the benefit of clients, as described above. If you wish to purchase other types of Advisory Share Classes, such as that do not compensate those intermediaries for record keeping and administrative services, which generally carry lower overall costs, and would thereby increase your investment return, you will need to do so directly with the mutual fund or through an account at another financial intermediary. If you purchased the securities held by the UIT instead of purchasing the UIT, you would not be subject to the UIT’s fees and expenses. Rather, you would only be subject to the MSWM Fee because we do not impose separate brokerage commissions for your accounts in the Programs if you execute through MSWM or its affiliates. You should discuss with your Financial Advisor whether you should purchase the securities held by a UIT rather than purchasing the UIT itself. Note, the amount of securities held by the UIT, among other reasons, might make this impractical. Please note, we may offer non-Advisory Share Classes of mutual funds (i.e., those that are subject to 12b-1 fees) if, for example, a fund does not offer an Advisory Share Class that is equivalent to those offered here. In such instance, MSWM will rebate directly to the clients holding such fund any such 12b-1 fees that we receive. Once we make an Advisory Share Class available for a particular mutual fund, clients can only purchase the Advisory Share Class of that fund. If you hold non-Advisory Share Classes of mutual funds in your advisory account or seek to transfer non-Advisory Share Classes In general, UITs charge investors several fees and expenses that include, among others, creation and development fees, trustee fees, operating expenses and organization costs. Because UIT fees and expenses vary, it is important to consider the fees and expenses charged by each UIT when making an investment. For example, some UITs do not have C&D fees at all. Also, please keep in mind that a UIT’s organization costs are generally paid in full at the close of the UIT’s initial offering period. As a result, you will pay the full amount of any such organization costs even if you redeem your position in the UIT prior to the UIT’s termination date. Upfront organizational costs can be 17  significant, representing 1/3 or more of the total expense of owning a UIT. MSWM offers UITs sponsored by unaffiliated UIT providers, as well as UITs sponsored by MSWM. This presents a conflict of interest for MSWM and our Financial Advisors to the extent they lead us to focus on proprietary UITs instead of unaffiliated UITs. In order to mitigate this conflict, Financial Advisors and their Branch Office Managers do not receive additional compensation for recommending proprietary UITs. grants them access to our branch offices and Financial Advisors for educational, marketing and other promotional efforts. Some UIT sponsors also work closely with our branch offices and Financial Advisors to develop business strategies and plan promotional events for clients and prospective clients and educational activities. UIT sponsors or their affiliates, with regard to UITs or other investment products offered through MSWM, make payments to MSWM in connection with these promotional efforts to reimburse MSWM for expenses incurred for sales events and training programs as well as client seminars, conferences and meetings. UIT sponsors also invite our Financial Advisors to attend events. Expense payments may include meeting or conference facility rental fees and hotel, meal and travel charges. In addition, MSWM provides UIT sponsors with the opportunity to purchase sales data analytics regarding UITs and other investment products. Holding UITs in Advisory and Brokerage Programs It is important that you understand the differences in which fees and charges are assessed on UITs held in advisory accounts, as opposed to those purchased in traditional brokerage accounts. When your FA purchases a UIT in your PM account, the value of the UIT will be included in the calculation of your MSWM Fee, but you will not be assessed sales charges that apply to UITs purchased in brokerage accounts. These facts present a conflict of interest for MSWM and our Financial Advisors to the extent they lead us to focus on UITs from those sponsors, including MSWM, that commit significant financial and staffing resources to promotional and educational activities and/or purchase sales data analytics instead of UITs from sponsors that do not. In order to mitigate this conflict, Financial Advisors and their Branch Office Managers do not receive additional compensation for recommending UITs from sponsors that provide significant sales and training support and/or purchase data analytics. If the amount of the MSWM Fee plus the UIT’s fees and expenses exceeds the total fee for the same or similar UIT if purchased in a traditional brokerage account, you will pay more for the UIT held in your advisory account over the life of the investment. Your Financial Advisor will not receive a selling commission on your purchase of the UIT in an advisory account. Instead, your Financial Advisor will receive a portion of the MSWM Fee, which will include the value of the UIT, together with other eligible assets. You should carefully consider the costs you will pay and the services you will receive when investing in a UIT or any other investment product in either an advisory or brokerage account. For example, it may make sense to hold a UIT in an advisory account if: UIT sponsor representatives are allowed to provide funding for client/prospect seminars, employee education and training events, an occasional meal and entertainment and gifts. MSWM’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. • Cash Sweeps you appreciate the flexibility to redeem your UIT units prior to the termination date without paying a deferred sales charge; and/or • you value the service that your Financial Advisor would provide by advising you on your entire portfolio in your advisory account (including UITs). Conversely, it would make sense to hold a UIT in a brokerage account if: • Generally, some portion of your account will be held in cash. If MSWM is the custodian for your account, MSWM will effect “sweep” transactions of free credit balances in your account into interest-bearing deposit (“Deposit Accounts”) accounts established under the Bank Deposit Program (“BDP”). Under the BDP, f u n d s w i l l be automatedly deposited into Deposit Accounts established for you at one or more FDIC insured depository institutions (individually and collectively, the “Sweep Banks.”) you are confident that it is unlikely that you will redeem your UIT units prior to the termination date, and/or • you feel that the relatively static “buy and hold” nature of UITs would not justify the additional expense of holding them in an advisory account. available at For more information about the differences between advisory and brokerage accounts, please review the document titled “Understanding Your Brokerage and Investment Advisory Relationships” http://www.morganstanley.com/wealth- relationshipwithms/pdfs/understandingyourrelationship.pdf. For most clients BDP will be the only available cash Sweep Vehicle (as defined below). The interest rates for BDP in your account will be tiered based upon the value of the BDP balances across your brokerage and advisory accounts. The BDP assets in your advisory accounts receive separate interest rates from deposits in your brokerage accounts and are set forth in: https://www.morganstanley.com/wealth- general/ratemonitor. Generally, the rate you will earn on BDP will be lower than the rate on other cash alternatives. In limited circumstances, such as for clients ineligible for BDP, MSWM may sweep some or all of your cash into money market mutual funds (each, a Money Market Fund” and together with Deposit Accounts, “Sweep Vehicles”). These Money Market Funds are managed by MSIM or another MSWM affiliate. Access to Branches, Expense Payments and Data Analytics Fees. MSWM provides UIT sponsors, many of which also sponsor other investment products such as mutual funds and exchange-traded funds, with opportunities to sponsor meetings and conferences and 18  It is important to note that free credit balances and allocations to cash including assets invested in Sweep Vehicles are included in your account’s MSWM Fee calculation, as described above. You acknowledge and agree that if you are eligible, the BDP will be your designated Sweep Vehicle. You further acknowledge and agree that the rate of return on the BDP may be higher or lower than the rate of return available on other available cash alternatives. MSWM is not responsible if the BDP has a lower rate of return than other available cash alternatives or causes any tax or other consequences. Most ICAP accounts do not have a cash sweep. in the Deposit Accounts. The cost of funds for the Morgan Stanley Sweep Banks of deposits through the sweep program in ordinary market conditions is lower than their cost of funds through some other sources, and the Morgan Stanley Sweep Banks also receive regulatory capital and liquidity benefits from using the sweep program as a source of funds as compared to some other funding sources. The income that a Morgan Stanley Sweep Bank will have the opportunity to earn through its lending and investing activities in ordinary market conditions is greater than the fees earned by us and our affiliates from managing and distributing the Money Market Funds available to you as a Sweep Vehicle. Clients that are considered Retirement Accounts should read the Exhibit to this Brochure entitled “Affiliated Money Market Funds Fee Disclosure Statement and Float Disclosure Statement”. The custodian will effect sweep transactions only to the extent permitted by law and if you meet the eligibility criteria. Under certain circumstances (as described in the Bank Deposit Program Disclosure), eligible deposits in BDP may be sent to non- affiliated Sweep Banks. This additional sweep feature may provide enhanced FDIC coverage to you as well as funding value benefits to the Morgan Stanley Sweep Banks (as defined below). which is available For eligibility criteria and more information on cash sweeps in general, please refer to the Bank Deposit Program Disclosure Statement at: http://www.morganstanley.com/wealth- investmentstrategies/pdf/BDP_disclosure.pdf. Morgan Stanley has added certain non-affiliated Sweep Banks to the BDP in order to maximize the funding value of the deposits in BDP for the Morgan Stanley Sweep Banks. On any given day, you may have deposits that are sent to a non-affiliated Sweep Bank depending on the funding value considerations of the Morgan Stanley Sweep Banks and the capacity of the depository networks that allocate deposits to the non-affiliated Sweep Banks. In addition to the benefits to the Morgan Stanley Sweep Banks, you may also benefit from having deposits sweep to the non- affiliated Sweep Banks by receiving FDIC insurance on deposit amounts that would otherwise be uninsured. In return for receiving deposits through BDP, the non-affiliated Sweep Banks provide other deposits to the Morgan Stanley Sweep Banks. This reciprocal deposit relationship provides a low-cost source of funding, and capital and liquidity benefits to both the non- affiliated Sweep Banks and the Morgan Stanley Sweep Banks. The non-affiliated Sweep Banks pay a fee to a Program Administrator in connection with the reciprocal deposits, but the cost of that fee is not borne directly by Morgan Stanley clients. The Morgan Stanley Sweep Banks have discretion in setting the interest rates paid on deposits received through BDP, and are under no legal or regulatory requirement to maximize those interest rates. The Morgan Stanley Sweep Banks and the non- affiliated Sweep Banks can and sometimes do pay higher interest rates on some deposits they receive directly than they pay on deposits received through BDP. This discretion in setting interest rates creates a conflict of interest for the Morgan Stanley Sweep Banks. The lower the amount of interest paid to customers, the greater is the “spread” earned by the Morgan Stanley Sweep Banks on deposits through BDP, as explained above. By contrast, money market funds (including Morgan Stanley affiliated money market funds) have a fiduciary duty to seek to maximize their yield to investors, consistent with their disclosed investment and risk-management policies and regulatory constraints. Conflicts of Interest Regarding Sweep Vehicles. If BDP is your Sweep Vehicle, you should be aware that the Sweep Banks may be affiliates of MSWM (the “Morgan Stanley Sweep Banks”). In such an event, the Morgan Stanley Sweep Banks will pay MSWM an annual account-based flat fee for the services performed by MSWM with respect to BDP. MSWM and the Morgan Stanley Sweep Banks will review such fee annually and, if applicable, mutually agree upon any changes to the fee to reflect any changes in costs incurred by MSWM. Your Financial Advisor will not receive a portion of these fees or credits. In addition, MSWM will not receive cash compensation or credits in connection with the BDP for assets in the Deposit Accounts for Retirement Accounts. Also, the Morgan Stanley Sweep Banks have the opportunity to earn income on the BDP assets through lending activity, and that income is usually significantly greater than the fees MSWM earns on affiliated Money Market Funds. Thus, MSWM, in its capacity as custodian, has a conflict of interest in connection with BDP being the default Sweep Vehicle, rather than an eligible Money Market Fund. If your cash sweeps to a Money Market Fund, then the account, as well as other shareholders of the Money Market Fund, will bear a proportionate share of the other expenses of the Money Market Fund in which the account’s assets are invested. (or another MSWM affiliate) will If your cash sweeps to a Money Market Fund, you understand that MSIM receive compensation, including management fees and other fees, for managing the Money Market Fund. In addition, we receive compensation from such Money Market Funds at rates that are set by the funds’ prospectuses and currently range, depending on the program in which 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 Fund assets held by our clients. Please In addition, MSWM, the Morgan Stanley Sweep Banks and their affiliates receive other financial benefits in connection with the BDP. Through the BDP, each Morgan Stanley Sweep Bank will receive a stable, cost-effective source of funding. Each Morgan Stanley Sweep Bank intends to use deposits in the Deposit Accounts at the Morgan Stanley Sweep Banks to fund current and new businesses, including lending activities and investments. The profitability on such loans and investments is generally measured by the difference, or “spread,” between the interest rate paid on the Deposit Accounts at the Morgan Stanley Sweep Banks and other costs of maintaining the Deposit Accounts, and the interest rate and other income earned by the Morgan Stanley Sweep Banks on those loans and investments made with the funds 19  review your Money Market Fund’s prospectus to learn more about the compensation we receive from such funds. state or municipal government entities, investment clubs and other entities. Item 6: Portfolio Manager Selection and Evaluation A. Selection and Review of Portfolio Managers for the Programs Eligible Financial Advisors Your Financial Advisor generally acts as the portfolio manager. We have a conflict of interest as we have an incentive to only offer affiliated Money Market Funds in the BDP, as MSIM (or another MSWM affiliate) will receive compensation for managing the Money Market Fund. We also have a conflict of interest as we offer affiliated funds and share classes that pay us more compensation than other funds and share classes. You should understand these costs because they decrease the return on your investment. In addition, we receive additional payments from MSIM in the event a Money Market Fund waives certain fees in a manner that reduces the compensation that we would otherwise receive. We either rebate to clients or do not receive compensation on sweep Money Market Fund positions held in our fee-based advisory account programs. MSWM selects FAs for participation in the PM program based on criteria such as approval by Branch Manager; completion of an educational program that includes coursework in investment analysis and portfolio management, passing an appropriate examination; length and type of FINRA and (if applicable) state registration; compliance record and client assets under management. Unless your account is a Retirement Account, the fee will not be reduced by the amount of the Money Market Fund’s applicable fees. For additional information about the Money Market Fund and applicable fees, you should refer to each Money Market Fund’s prospectus. ICAP accounts are managed by Financial Advisors who are experienced in managing corporate cash and have successfully completed PM program coursework and examination. D. Compensation to Financial Advisors Under certain circumstances, based primarily on the Financial Advisor’s prior investment experience, program management may waive some or all of the Financial Advisor selection criteria for the Program. Calculating Financial Advisors’ Performance We calculate performance using a proprietary system. MSWM allows certain Financial Advisors to create a composite performance track record for accounts they manage in a similar style. for client accounts, which If you invest in one of the Programs, a portion of the fees payable to us in connection with your account is allocated on an ongoing basis to your Financial Advisor. The amount allocated to your Financial Advisor in connection with accounts opened in Programs may be more than if you participated in other MSWM investment advisory programs, or if you paid separately for investment advice, brokerage and other services. The rate of compensation we pay Financial Advisors with respect to program account may be higher than the rate we pay Financial Advisors with respect to transaction-based brokerage accounts. In such case, your Financial Advisor has a financial incentive to recommend one of the Programs instead of other MSWM programs or services. MSWM’s Performance Reporting Group reviews performance information includes daily reconciliation of positions reported in the firm’s proprietary performance calculation system against the firm’s books and records, and reviewing client accounts and positions where the calculated returns deviate from established thresholds. In addition, for certain PM accounts MSSB’s Performance Reporting Group reviews such accounts where performance is deviating from the average return of the applicable composite of accounts. Some Financial Advisors hire a third party (such as ACA Performance Services, LLC) for a supplemental review of investment performance results in their composites. If you invest in one of the Programs, your Financial Advisor may agree to charge a fee less than the maximum fee stated above. The amount of the fee you pay is a factor we use in calculating the compensation we pay your Financial Advisor. Therefore, Financial Advisors have a financial incentive not to reduce fees. If your fee rate is below a certain threshold in the PM program, we give your Financial Advisor credit for less than the total amount of your fee in calculating his or her compensation. Therefore, Financial Advisors also have a financial incentive not to reduce fees below that threshold. B. Conflicts of Interest Item 5: Account Requirements and Types of Clients Conflicts of Interest – Financial Advisor Acting as Portfolio Manager; Advisory vs. Brokerage Accounts. Account Minimums. The PM program generally has a minimum account size of $10,000. The ICAP program generally has a minimum account size of $10,000,000. Your Financial Advisor generally acts as the portfolio manager. MSWM and, in turn, the Financial Advisor, retain a greater portion of the advisory fee in these programs than in those in which an unaffiliated investment manager acts as your portfolio manager. MSWM and the Financial Advisor may earn more compensation if you invest in a Program than if you open a brokerage account to buy individual securities (although, in a brokerage account, you will not receive all the benefits of the Types of Clients. MSWM’s clients include individuals, trusts, banking or thrift institutions, pension and profit sharing plans, plan participants, other pooled investment vehicles (e.g., hedge funds), charitable organizations, corporations, other businesses, 20  Programs). Financial Advisors and MSWM therefore have a financial incentive to recommend the programs described in this Brochure. securities (although, in a brokerage account, you will not receive all the benefits of the Programs). In such instance, your Financial Advisors and MSWM have a financial incentive to recommend a Program. We address this conflict of interest by disclosing it to you and by reviewing your account at account opening to ensure that it is appropriate for you in light of matters such as your investment objectives and financial circumstances. Payments from Managers. Please see Item 4.C above (Additional Fees – Funds in Advisory Programs and UITs in Advisory Programs) for more information. in certain other MSWM Managers of Funds and UIT sponsors (collectively, “Managers”) may sponsor their own educational conferences and pay expenses of Financial Advisors attending these events. MSWM’s policies require that the training or educational portion of these conferences comprises substantially all of the event. Managers may sponsor educational meetings or seminars in which clients as well as Financial Advisors are invited to participate. Managers are permitted to occasionally give nominal gifts to Financial Advisors, and to occasionally entertain Financial Advisors, subject to a limit of $1,000 per employee per year. MSWM’s non-cash compensation policies set conditions for each of these types of payments, and do not permit any gifts or entertainment conditioned on achieving a sales target. The Financial Advisor(s) who is primarily responsible for implementing investment management decisions for your account (“Portfolio Manager”) satisfies MSWM’s requirements to manage money in the PM program but is not held out by MSWM as being more qualified than other Financial Advisors in the PM program, nor subject to the same level of review as is applied to third party or other internal or external portfolio managers investment advisory programs. A Portfolio Manager may have a financial interest in managing your account in the PM program instead of using another internal or third-party portfolio manager in this or other MSWM investment advisory programs because of the portion of the fee that MSWM pays to the Portfolio Manager in the PM program. If you have another Financial Advisor in addition to the Portfolio Manager, that Financial Advisor has a financial incentive for your account to be managed by the Portfolio Manager in the PM program instead of using another internal or third party portfolio manager in this or other MSWM investment advisory programs because the portion of the fee that is normally paid by MSWM to the Financial Advisor responsible for the account is shared between that other Financial Advisor and Portfolio Manager, in a percentage agreed between that Financial Advisor and Portfolio Manager. This creates a conflict of interest for Financial Advisors and MSWM, as there is a financial incentive to recommend the PM program. We address conflicts of interest by ensuring that any payments described in this “Payments from Managers” section do not relate to any particular transactions or investment made by MSWM clients with managers. Managers are not required to make any of these types of payments. The payments described in this section comply with FINRA rules relating to such activities. Payments from Funds and UITs. Please see the discussion of payments from fund companies and UIT sponsors or payments when acting as a sponsor under “Funds in Advisory Programs” and “UITs in Advisory Programs” in Item 4.C. Different Advice. MSWM and its affiliates may give different advice, take different action, receive more or less compensation, and/or hold or deal in different securities for any other party, client or account (including their own accounts or those of their affiliates) from the advice given, actions taken, compensation received and/or securities held or dealt for your account. Your Financial Advisor has certain incentives to recommend the PM program to you over other advisory programs in order to maintain a proscribed amount of PM assets under management or revenue from PM assets. Specifically, as described in Item 6.A., MSWM selects Financial Advisors for participation in the PM program based on certain criteria, including client assets under management. If a Financial Advisor fails to maintain a proscribed minimum amount of client assets in the PM program, MSWM may revoke their certification and their PM accounts may be subject to termination. This may create an incentive for Financial Advisors to recommend the PM program to clients over other advisory programs in order to meet the applicable threshold. Financial Advisors also have the ability to earn certain designations upon achieving a certain level of revenue from PM program assets. Given that, Financial Advisors may have an incentive to recommend the PM program in order to achieve those revenue levels. We address these conflicts of interest by disclosing them to you and by reviewing your account at account-opening to ensure that it is appropriate for you in light of matters such as your investment objectives and financial circumstances. Other Conflicts of Interest As well as the conflicts of interest arising from your Financial Advisor acting as portfolio manager, MSWM has various other conflicts of interests relating to the Programs. Trading or Issuing Securities in, or Linked to Securities in, Client Accounts. MSWM and its affiliates may provide bids and offers, and may act as a principal market maker, in respect of the same securities held in client accounts. MSWM, its affiliates and employees, the investment managers in its programs, and their affiliates and employees may hold a position (long or short) in the same securities held in client accounts. MSWM and/or its affiliates are regular issuers of traded financial instruments linked to securities that may be purchased in client accounts. From time to time, MSWM (or an affiliate’s) trading – both for its proprietary account and for client accounts – may be detrimental to securities held by a client and thus create a conflict of interest between those trades and the investment advisory services that MSWM (or an affiliate) provides to you. Advisory vs. Brokerage Accounts. MSWM and your Financial Advisor may earn more compensation if you invest in the Programs than if you open a brokerage account to buy individual Trade Allocations. Your Financial Advisor may aggregate securities to be sold or purchased for more than one client to obtain favorable execution to the extent permitted by law. The 21  generate larger trading volumes than if it were not “preferenced”, and that may result in MS&Co. receiving certain benefits. Both MSWM and MS&Co. continue to have an obligation to obtain best execution terms for client transactions under prevailing circumstances and consistent with applicable law. Financial Advisor will allocate the trade in a manner that is equitable and consistent with MSWM’s fiduciary duty to its clients (including pro rata allocation, random allocation or rotation allocation). Allocation methods vary depending on various factors (including the type of investment, the number of shares purchased or sold, the size of the accounts, and the amount of available cash or the size of an existing position in an account). The price to each client is the average price for the aggregate order. Research Reports. MS&Co. does business with companies covered by its research groups. Furthermore, MS&Co., its affiliates and client accounts may hold a trading position (long or short) in the securities of companies subject to such research. In such instance, MS&Co. has a conflict of interest that could affect the objectivity of its research reports. Services Provided to Other Clients. MSWM, its affiliates, investment managers, and their affiliates provide a variety of services (including research, brokerage, asset management, trading, lending and investment banking services) for each other and for various clients, including issuers of securities that MSWM may recommend for purchase or sale by clients or are otherwise held in client accounts, and investment management firms in the Programs. MSWM, its affiliates, investment managers and their affiliates receive compensation and fees in connection with these services. MSWM believes that the nature and range of clients to which such services are rendered is such that it would be inadvisable to exclude categorically all of these issuers or companies from an account. Accordingly, it is likely that securities in an account will include some of the securities of companies for which MSWM, its affiliates, investment managers and their affiliates or an affiliate performs investment banking or other services. Certain Trading Systems. MSWM may effect trades or securities lending transactions on behalf of client accounts through exchanges, electronic communication networks or other alternative trading systems (“Trading Systems”), including Trading Systems with respect to which MSWM or its affiliates may have a non-controlling direct or indirect ownership interest or the right to appoint a board member or observer. If MSWM directly or indirectly effects client trades or transactions through Trading Systems in which MSWM or its affiliates have an ownership interest, MSWM or its affiliates receive an indirect economic benefit based on their ownership interest. In addition, subject at all times to its obligations to obtain best execution for its customers’ orders, it is contemplated that MSWM will route certain customer order flow to its affiliates. Currently, MSWM and/or its affiliates own equity interests (or interests convertible into equity) of 5% or more in certain Trading Systems or their parent companies, including MEMX Holdings LLC; OTCDeriv Limited; EOS Precious Metals Limited; CreditDeriv Limited; FXGlobalClear; Dubai Mercantile Exchange; Japan Securities Depository Center Inc.; Yensai.com Co., Ltd.; and Octaura Holdings LLC. Restrictions on Securities Transactions. There may be periods during which MSWM or investment managers are not permitted to initiate or recommend certain types of transactions in the securities of issuers for which MSWM or one of its affiliates is performing broker-dealer or investment banking services or has confidential or material non-public information. Furthermore, in certain investment advisory programs, MSWM may be compelled to forgo trading in, or providing advice regarding, Morgan Stanley securities, and certain related securities. These restrictions can adversely impact your account performance. The Trading Systems on which MSWM trades or effects securities lending transactions for client accounts and in which MSWM or its affiliates own interests may change from time to time. You can contact your Financial Advisor for an up-to-date list of Trading Systems in which MSWM or its affiliates own interests and on which MSWM and/or MS&Co. trade for client accounts. MSWM, the managers and their affiliates may also develop analyses and/or evaluations of securities sold in the Programs, as well as buy and sell interests in securities on behalf of their proprietary or client accounts. These analyses, evaluations and purchase and sale activities are proprietary and confidential, and MSWM will not disclose them to clients. MSWM may not be able to act, in respect of clients’ account, on any such information, analyses or evaluations. Certain Trading Systems offer cash credits for orders that provide liquidity to their books and charge explicit fees for orders that extract liquidity from their books. From time to time, the amount of credits that MSWM and/or MS&Co. receives from one or more Trading System may exceed the amount that is charged. Under these limited circumstances, such payments would constitute payment for order flow. MSWM, investment managers and their affiliates are not obligated to effect any transaction that they believe would violate federal or state law, or the regulations of any regulatory or self- regulatory body. Certain Trading Systems through which MSWM and/or MS&Co. may directly or indirectly effect client trades execute transactions on a “blind” basis, so that a party to a transaction does not know the identity of the counterparty to the transaction. It is possible that an order for a client account that is executed through such a Trading System could be automatically matched with a counterparty that is (i) another investment advisory or brokerage client of MSWM or one of its affiliates or (ii) MSWM or one of its affiliates acting for its own proprietary accounts. Options Flow Preferencing. When MSWM processes an options order for your account, the order may be routed to options exchanges with an indication that our affiliate MS&Co. has a “preference” on the options order. A “preference” gives MS&Co. the ability to begin an auction among market makers in order to receive bids or offers for a transaction, however such “preference” will only result in an order executed with MS&Co. if its price is equal to or lower than the best price quoted on the relevant exchange. By “preferencing” itself, MS&Co. may 22  MSWM Affiliate in Underwriting Syndicate; MSWM Distribution of Securities; Other Relationships with Security Issuers. If an affiliate of MSWM is a member of the underwriting syndicate from which a security is purchased, we or our affiliates could directly or indirectly benefit from such purchase. If MSWM participates in the distribution of new issue securities that are purchased for a client’s account, MSWM will receive a fee to be paid by the issuing corporation to the underwriters of these securities and ultimately to MSWM, which will be deemed additional compensation to us, if received by us. The selection of a MSWM affiliated Fund or UIT may also be more costly to your account than other options. In addition, some Funds and UITs that are affiliated with MSWM may charge higher fees than other affiliated Funds and UITs. Thus, MSWM and our Financial Advisor have a conflict of interest as they have a financial incentive to select affiliated Funds and UITs. Similarly, if a Fund is not affiliated with us but we have an ownership share in the Fund’s manager or a UIT sponsor, we and our Financial Advisors have a conflict of interest as we have a financial incentive to select that Fund or UIT because, as an owner of the Fund’s manager or the UIT sponsor, we benefit from its profits. Affiliated Sweep Vehicles. MSWM has a conflict of interest in selecting or recommending BDP or Money Market Funds as the Sweep Vehicle. See Item 4.C above for more information. Investments in Sweep Vehicle or Funds. As described in Item 4C above, with respect to non-Retirement Account clients, MSWM or its affiliates earn greater compensation from Funds than other investment products. The above-described Bank Deposit Program revenue and fees for money market funds, administrative services fees (with respect to PM accounts) for accounts of non-Retirement Account clients and other payments create a potential for a conflict of interest to the extent that the additional payments could influence MSWM to select a Fund instead of a different investment product, or investment style that favors cash balances. MSWM and/or its affiliates have a variety of relationships with, and provide a variety of services to, issuers of securities recommended for client accounts, including investment banking, corporate advisory and services, underwriting, consulting, and brokerage relationships. As a result of these relationships with an issuer, MSWM or its affiliates may directly or indirectly benefit from a client’s purchase or sale of a security of the issuer. For example, MSWM or its affiliates may provide hedging services for compensation to issuers of structured investments (such as structured notes) recommended for client accounts. In such a case, MSWM or its affiliates could benefit if a client account purchased such an instrument, or sold such an instrument to another purchaser in lieu of selling or redeeming the instrument back to the issuer, as such transactions could result in the issuer of the instrument continuing to pay MSWM or its affiliates fees or other compensation for the hedging services related to such instrument. Similarly, if the hedging service with respect to such an instrument is not profitable for MSWM or its affiliates, MSWM or its affiliates benefit if MSWM’s client accounts holding such instruments sold or redeemed them back to the issuer. These types of relationships with issuers create a conflict of interest when MSWM and/or your Financial Advisor purchases on a discretionary basis in your account such issuer’s security. Please note that in the PM program and in the ICAP program (unless Fund or money market fund assets are excluded from the calculation of the market value of the ICAP account for purposes of calculating the fee in the ICAP program), your Financial Advisor does not receive any of the Bank Deposit Program revenue, fees from money market funds or administrative services fees described herein. to Nonpublic Information. In the course of investment banking or other activities, MSWM, and our affiliates and agents may from time time acquire confidential or material nonpublic information that may prevent us or them, for a period of time, from purchasing or selling particular securities for your account. MSWM, its and our affiliates and agents will not be free to divulge or to act upon this information with respect to our or their advisory or brokerage activities, including their activities with regard to your account. This may adversely impact the investment performance of your account. Also, in the event of corporate actions with respect to securities held in client accounts, to the extent such corporate actions result in exchanges, tender offers or similar transactions, MSWM and/or its affiliates may participate in and/or advise on such transactions and receive compensation. The interest of MSWM’s affiliates in these corporate actions may conflict with the interest of MSWM clients. In addition, where an affiliate of MSWM is representing or advising the issuer in a transaction, the interest of the issuer may conflict with client interests and create a potential conflict of interest for MSWM, MSWM also provides various services to issuers, their affiliates and insiders, including but not limited to, stock plan services and financial education for which MSWM receives compensation. Limitation on Investments in Covered Funds. MSWM limits the amount it can purchase or hold on an aggregate basis in certain funds, such as mutual funds, exchange-traded funds, certain exchange-traded products, closed-end funds and unit investment trusts (“Covered Funds”) on a discretionary basis in client accounts (“discretionary client accounts”) or for its own accounts. This limitation seeks to avoid potential regulatory restrictions on the ability of MSWM’s affiliates to engage in principal trading and other transactions with such Covered Funds. As a result of these limitations, discretionary clients will be limited in their ability to invest in Covered Funds from time to time and can be precluded from investing in certain Covered Funds alternatives. This limitation creates a conflict of interest for MSWM in determining the amount of investment opportunities in Covered Affiliated Funds. Certain Funds and UITs managed by us or our affiliates, including but not limited to, MSIM and EVM and their investment affiliates, are available for purchase in the Programs, including Retirement Accounts. See “Funds in Advisory Programs” and “UITs in Advisory Programs” above. Although some Funds and UITs may be available in more than one MSWM program, each program may offer Funds, UITs and other features that are not available in other MSWM programs. You understand that MSWM and our affiliates will receive more aggregate compensation when the PM Financial Advisor selects a Fund or a UIT that is affiliated with MSWM than if the PM Financial Advisor selects a Fund or UIT that is not affiliated with MSWM. 23  Funds that are available to discretionary clients. C. Financial Advisors Acting as Portfolio (including a copy of its policy guidelines and vote recommendations in effect from time to time). You can change your proxy voting election at any time by contacting your Financial Advisor. Managers Description of Advisory Services MSWM will not provide advice or take action with respect to legal proceedings (including bankruptcies) relating to the securities in your account, except to the extent required by law. See Item 4.A above for a description of the services offered in the programs described in this Brochure. Item 7: Client Information Provided to Tailoring Services for Individual Clients Portfolio Managers The Financial Advisor is the portfolio manager in the Programs. The Financial Advisor has access to the information you provide at account opening, which includes information in your client profile. You can ask your portfolio manager to manage your account pursuant to a particular investment strategy. In the ICAP program your Financial Advisor will manage your account in accordance with the rules matrix (as discussed above in Item 4.A). You can also place restrictions on your account (as discussed above in Item 4.A). Item 8: Client Contact with Portfolio Wrap Fee Programs Managers You can contact your Financial Advisor at any time during normal business hours. MSWM acts as the sponsor and acts as the portfolio manager in the Programs. MSWM does not act as portfolio manager in any programs which are not wrap fee programs but are otherwise similar to the Programs. MSWM receives all the client fees for its services provided in the Programs. Item 9: Additional Information Performance-Based Fees Disciplinary Information The Programs do not charge performance-based fees. information on certain legal and This section contains disciplinary events. Methods of Analysis and Investment Strategies in fact mirror or track Financial Advisors in the programs described in this Brochure may use any investment strategy when providing investment advice to you. Financial Advisors may use asset allocation recommendations of the Morgan Stanley Wealth Management Global Investment Office as a resource but, there is no guarantee that any strategy will these recommendations. Investing in securities involves risk of loss that you should be prepared to bear. Policies and Procedures Relating to Voting Client Securities • On June 8, 2016, the SEC entered into a settlement order with MSWM (“June 2016 Order”) settling an administrative action. In this matter, the SEC found that MSWM willfully violated Rule 30(a) of Regulation S-P (17 C. F. R. § 248.30(a)) (the “Safeguards Rule”). In particular, the SEC found that, prior to December 2014, although MSWM had adopted written policies and procedures relating to the protection of customer records and information, those policies and procedures were not reasonably designed to safeguard its customers’ personally identifiable information as required by the Safeguards Rule and therefore failed to prevent a MSWM employee, who was subsequently terminated, from misappropriating customer account information. In determining to accept the offer resulting in the June 2016 Order, the SEC considered the remedial efforts promptly undertaken by MSWM and MSWM’s cooperation afforded to the SEC Staff. MSWM consented, without admitting or denying the findings, to a censure, to cease and desist from committing or causing future violations, and to pay a civil penalty of $1,000,000. (“January 2017 Order”) If you have an account in the Programs, you have the option to elect who votes proxies for your account. Unless you have expressly retained the right to vote proxies, for accounts where MSWM is the custodian you delegate proxy voting authority to a third- p a r t y proxy voting service provider, Institutional Shareholder Services Inc. (“ISS”), which MSWM has engaged to vote on your behalf. You cannot delegate proxy voting authority to MSWM or any Morgan Stanley employees and we do not agree to assume any proxy voting authority from you. If MSWM is not the custodian for your account, you retain the authority and responsibility to vote proxies. If you expressly retain the right to vote proxies, we will forward to you any proxy materials that we receive for securities in your account. Neither MSWM nor your Financial Advisor will advise you on particular proxy solicitations. If ISS votes proxies for you, you cannot instruct ISS on how to cast any particular vote. If you have delegated proxy voting authority to ISS, you can obtain from your Financial Advisor, information as to how proxies were voted for your account during the prior annual period and ISS’s relevant proxy voting policies and procedures • On January 13, 2017, the SEC entered into a settlement order with MSWM settling an administrative action. The SEC found that from 2009 through 2015, MSWM inadvertently charged advisory fees in excess of what had been disclosed to, and agreed to by, its legacy CGM (Citigroup Global Markets Inc., a predecessor of MSWM) clients, and, from 2002 to 2009 and from 2009 to 2016, MS&Co. and MSWM, respectively, inadvertently charged fees in excess of what was disclosed to and agreed to by their clients. The SEC also found that MSWM failed to comply with requirements regarding annual surprise custody examinations for the years 2011 and 2012, did not maintain certain client contracts, and failed to adopt and implement 24  implementation and adequacy of the Enhanced MSWM Policies and to pay a civil penalty of $3,600,000. information provided written compliance policies and procedures reasonably designed to prevent violations of the Investment Advisers Act of 1940 (the “Advisers Act”). The SEC found that, in relation to the foregoing, MSWM willfully violated certain sections of the Advisers Act. In determining to accept the offer resulting in the January 2017 Order, the SEC considered the remedial efforts promptly undertaken by MSWM. MSWM consented, without admitting or denying the findings, to a censure, to cease and desist from committing or causing future violations, to certain undertakings related to fee billing, books and records and client notices and to pay a civil penalty of $13,000,000. • On February 14, 2017, the SEC entered into a settlement order with MSWM settling an administrative action. The SEC found that from March 2010 through July 2015, MSWM solicited approximately 600 non-discretionary advisory accounts to purchase one or more of eight single inverse exchange traded funds (“SIETFs”), without fully complying with its internal written compliance policies and procedures related to these SIETFs, which among other things required that clients execute a disclosure notice, describing the SIETF’s features and risks, prior to purchasing them, for MSWM to maintain the notice, and for subsequent related reviews to be performed. The SEC found that, despite being aware of deficiencies with its compliance and documentation of the policy requirements, MSWM did not conduct a comprehensive analysis to identify and correct past failures where the disclosure notices may not have been obtained and to prevent future violations from occurring. The SEC found that, in relation to the foregoing, MSWM willfully violated section 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-7 thereunder. MSWM admitted to certain facts and consented to a censure, to cease and desist from committing or causing future violations, and to pay a civil penalty of $8,000,000. • On May 12, 2020, the SEC entered into a settlement order with MSWM settling an administrative action which relates to certain in marketing and client communications to retail advisory clients in MSWM’s wrap fee programs with third-party managers and MSWM’s policies and procedures related to trades not executed at MSWM. In the applicable wrap fee programs, the third- party manager has the discretion to place orders for trade execution on clients’ behalf at a broker-dealer other than Morgan Stanley. MSWM permits managers to “trade away” from MSWM in this manner in order to seek best execution for trades. The SEC found that, from at least October 2012 through June 2017, MSWM provided incomplete and inaccurate information indicating that MSWM executed most client trades and that, while additional transaction-based costs were possible, clients did not actually incur them in the ordinary course. The SEC found that this information was misleading for certain retail clients because some wrap managers directed most, and sometimes all, client trades to third-party broker-dealers for execution, which resulted in certain clients paying transaction-based charges that were not visible to them. The SEC also found that, on occasion, wrap managers directed trades to MSWM-affiliated broker-dealers in which clients incurred transaction-based charges in violation of MSWM’s affiliate trading policies without detection by MSWM. The SEC noted in the order that it considered certain remedial acts undertaken by MSWM in determining to accept the order, including MSWM enhancing its disclosures to clients, implementing training of financial advisors, enhancing relevant policies and procedures, and refunding clients’ transaction-based charges paid to Morgan Stanley affiliates. The SEC found that MSWM willfully violated certain sections of the Investment Advisers Act of 1940, specifically Sections 206(2) and 206(4) and Rule 206(4)-7 thereunder. MSWM consented, without admitting or denying the findings and without adjudication of any issue of law or fact, to a censure; to cease and desist from committing or causing future violations; and to pay a civil penalty of $5,000,000. to • On June 29, 2018, the SEC entered into a settlement order with MSWM settling an administrative action which relates to misappropriation of client funds in four related accounts by a single former MSWM financial advisor (“FA”). The SEC found that MSWM failed to adopt and implement policies and procedures or systems reasonably designed to prevent personnel from misappropriating assets in client accounts. The SEC specifically found that, over the course of eleven months, the FA initiated unauthorized transactions in the four related client accounts in order to misappropriate client funds. The SEC found that while MSWM policies provided for certain reviews prior to issuing disbursements, such reviews were not reasonably designed to prevent FAs from misappropriating client funds. Upon being informed of the issue by representatives of the FA’s affected clients, MSWM promptly conducted an internal investigation, terminated the FA, and reported the fraud to law enforcement agencies. MSWM also fully repaid the affected clients, made significant enhancements its policies, procedures and systems (“Enhanced MSWM Policies”) and hired additional fraud operations personnel. The SEC found that MSWM willfully violated section 206(4) of the Advisers Act and Rule 206(4)- 7 thereunder. The SEC also found that MSWM failed to supervise the FA pursuant to its obligations under Section 203(e)(6) of the Advisers Act. MSWM consented, without admitting or denying the findings, to a censure; to cease and desist from committing or causing future violations; to certain the undertakings, including certifications related to • On December 9, 2024, the SEC entered into a settlement order with MSWM settling an administrative action, which relates to misappropriation of client funds in brokerage and advisory accounts by four former MSWM financial advisors (the “FAs”). The SEC found that MSWM failed to adopt and implement policies and procedures reasonably designed to prevent personnel from misusing and misappropriating funds in client accounts and that MSWM’s inadequate policies and procedures and systems to implement them led to its failure reasonably to supervise the four FAs, who misappropriated funds from client and customer accounts while employed at MSWM. Specifically, the SEC found that MSWM failed to adopt and implement policies and procedures reasonably designed to prevent and detect unauthorized externally initiated ACH payments and unauthorized cash wires. Upon being informed of the potential unauthorized activity in the customer accounts of two of the FAs, MSWM promptly investigated the matters, terminated the FAs, reported the fraud to law enforcement agencies, and fully repaid the affected clients. MSWM also conducted a retroactive review 25  services (e.g., electronic communication networks and crossing networks) owned by MSWM, MS&Co. or their affiliates. impact client account These restrictions may adversely performance. See Item 6.B above for conflicts arising from our affiliation with MS&Co. and its affiliates. Related Investment Advisors and Other Service Providers. MSWM has affiliates (including MSIM, Morgan Stanley Investment Management Limited and Consulting Group Advisory Services LLC, as well as EVM and its affiliates) that are investment advisers to mutual funds in various investment advisory programs. If you invest your assets in an affiliated mutual fund, MSWM and its affiliates earn more money than if you invest in an unaffiliated mutual fund. Generally, for Retirement Accounts, MSWM rebates or offsets fees so that MSWM complies with IRS and Department of Labor rules and regulations. of payment instructions for externally initiated ACH payment instructions, which led to the identification of misconduct by the other two FAs. MSWM accordingly terminated the other two FAs and reported the misconduct to SEC staff. On its own initiative, MSWM instituted new written procedures to address the conduct at issue and retained an independent compliance consultant to perform a review and assessment. The SEC found that MSWM willfully violated section 206(4) of the Investment Advisers Act of 1940 (“Advisers Act”) and Rule 206(4)-7 thereunder. The SEC also found that MSWM failed to supervise the FAs within the meaning of Section 203(e)(6) of the Advisers Act and/or Section 15(b)(4)(E) of the Securities Exchange Act of 1934. MSWM consented, without admitting or denying the findings, to a censure; to cease and desist from committing or causing future violations; to certain undertakings, including the retention of an Independent Compliance Consultant to review MSWM’s policies, procedures and controls related to the conduct in the Order and to pay a civil penalty of $15,000,000. MSWM’s Form ADV Part 1 contains further information about its disciplinary history, and is available on request from your Financial Advisor. Other Financial Industry Activities and Affiliations to certain open-end MSIM and certain EVM investment affiliates serve in various advisory, management, and administrative capacities to open-end and closed-end investment companies and other portfolios (some of which are listed on the NYSE). Morgan Stanley Services Company Inc., its wholly owned subsidiary, provides limited investment transfer agency services companies. Morgan Stanley (“Morgan Stanley Parent”) is a financial holding company under the Bank Holding Company Act of 1956. Morgan Stanley Parent is a corporation whose shares are publicly held and traded on the New York Stock Exchange. MSWM is a wholly owned indirect subsidiary of Morgan Stanley Parent. Activities of Morgan Stanley Parent. Morgan Stanley Parent is a global firm engaging, through its various subsidiaries, in a wide range of financial services including: • securities underwriting, distribution, trading, merger, acquisition, restructuring, real estate, project finance and other corporate finance advisory activities Morgan Stanley Distribution Inc. serves as distributor for these open-end investment companies, and has entered into selected dealer agreements with MSWM and affiliates. Morgan Stanley Distribution Inc. also may enter into selected dealer agreements with other dealers. Under many of these agreements, MSWM and affiliates, and other selected dealers, are compensated for sale of fund shares to clients on a brokerage basis, and for shareholder servicing (including pursuant to plans of distribution adopted by the investment companies pursuant to Rule 12b-l under the Investment Company Act of 1940). • merchant banking and other principal investment activities • brokerage and research services • asset management • trading of foreign exchange, commodities and structured financial products and • global custody, securities clearance services, and securities lending. Related persons of MSWM act as general partner, administrative agent or special limited partner of a limited partnership or managing member or a special member of a limited liability company to which such related persons serve as adviser or sub- adviser and in which clients have been solicited in a brokerage or advisory capacity to invest. In some cases, the general partner of a limited partnership is entitled to receive an incentive allocation from a partnership. Broker-Dealer Registration. As well as being a registered investment adviser, MSWM is registered as a broker-dealer. See Item 4.C above for a description of cash Sweep Vehicles managed or held by related persons of MSWM. See Item 6.B above for a description of various conflicts of interest. Restrictions on Executing Trades. As MSWM is affiliated with MS&Co. and its affiliates, the following restrictions apply when executing client trades: • MSWM and MS&Co. generally do not act as principal in executing trades for MSWM investment advisory clients (except in limited circumstances as permitted by law). • Regulatory restrictions may limit your ability to purchase, hold or sell equity and debt issued by Morgan Stanley Parent and its affiliates in some advisory programs. Market Transition Away from LIBOR. The following applies to holders of products directly or indirectly linked to the London Interbank Offered Rate (“LIBOR”) or the Secured Overnight Financing Rate (“SOFR”) and investors that are considering purchasing such products. Depending on your current holdings and investment plans, this information may or may not be applicable to you. • Certain regulatory requirements may limit MSWM’s ability to execute transactions through alternative execution 26  conditions and may be affected by the potential replacement of LIBOR differently than LIBOR-based securities. LIBOR had been a widely used interest rate benchmark in bond, loan and derivative contracts, as well as consumer lending instruments such as mortgages. However, as a result of concerns with the integrity of LIBOR and how it is determined, LIBOR will cease to be published and will be replaced by alternative reference rates. products, please This is a developing situation, and the above information is subject to change. For more information on the potential replacement of LIBOR, the recommended alternative rate, SOFR, and certain considerations relating to LIBOR- and SOFR- linked see www.morganstanley.com/wm/LIBOR. Please also contact a member of your Morgan Stanley team for information, including if you have questions about whether you hold LIBOR-based products. Code of Ethics Specifically, overnight and one-, three-, six- and 12-month USD LIBOR will no longer be published after June 30, 2023. However, regulators have indicated that the time until then is to be used only for managing existing LIBOR-based products. All settings for GBP, EUR, JPY and CHF LIBOR, and one-week and two- month settings for USD LIBOR, are no longer being published, although synthetic versions of GBP and JPY LIBOR rates will be published for a period of time. The committee convened by the U.S. Federal Reserve Board and the Federal Reserve Bank of New York, the Alternative Reference Rates Committee (ARRC), has selected SOFR as the recommended alternative benchmark rate to USD LIBOR. The MSWM US Investment Advisory Code of Ethics (“Code”) applies to MSWM’s employees, supervisors, officers and directors engaged in offering or providing investment advisory products and/or services (collectively, the “Access Persons”). In essence, the Code prohibits Access Persons from engaging in securities transactions or activities that involve a material conflict of interest, possible diversion of a corporate opportunity, or the appearance of impropriety. Access Persons must always place the interests of MSWM’s clients above their own and must never use knowledge of client transactions acquired in the course of their work to their own advantage. Supervisors are required to use reasonable supervision to detect and prevent any violations of the Code by the individuals, branches and departments that they supervise. The Code generally operates to protect against conflicts of interest either by subjecting activities of an Access Person to specified limitations (including pre-approval requirements) or by prohibiting certain activities. Key provisions of the Code include: • The requirement for certain Access Persons, because of their potential access to non-public information, to obtain their supervisors’ prior written approval or provide pre- trade notification before executing certain securities transactions for their personal securities accounts; The market transition away from LIBOR to alternative rates is complex and could have a range of impacts on financial products and transactions directly or indirectly linked to LIBOR. For example, the fallback provisions in your LIBOR-based products, or the absence thereof, could have an adverse effect on the value investment strategy. of such products as well as your Documentation governing existing LIBOR-based products may contain “fallback provisions”, which provide for how the applicable interest rate will be calculated if LIBOR ceases or is otherwise unavailable. Fallback provisions can materially differ across products and even within a given asset class. Furthermore, such provisions may not contemplate alternative reference rates such as SOFR (in particular in older documentation) and/or may the economics of result in increased uncertainty and change the product when LIBOR ceases. Clients utilizing hedging strategies may also face basis risk due to inconsistent fallback provisions in their various investments. Recently, federal legislation was signed into law that will provide for a SOFR- based rate plus a spread to replace LIBOR for those contracts without effective fallback provisions. • Additional restrictions on personal securities transaction activities applicable to certain Access Persons (including Financial Advisors and other MSWM employees who act as investment advisory in MSWM portfolio managers programs); • Requirements for certain Access Persons to provide initial and annual reports of holdings in their securities accounts, along with quarterly transaction information in those accounts; With respect to an investment in SOFR-linked products and products that will fallback to SOFR, you should understand the terms of the particular product and the related risks. The composition and characteristics of SOFR are not the same as LIBOR and, as a result, SOFR may not perform in the same way as LIBOR would have. Further, the SOFR-linked products that have been issued to date apply different market conventions to calculate interest and therefore these products have different risks and considerations. • Additional requirements for pre-clearance of other activities including, but not limited to, Outside Business Activities, Gifts and Entertainment, and U.S. Political Contributions and Political Solicitation Activity; and • Affiliates of MSWM participate on central bank committees that have been selecting alternative rates and developing transition plans for trading these new rates. In addition, MSWM and its affiliates may have interests with respect to LIBOR- and SOFR- linked products that conflict with yours as an investor. As with any investment, make sure you understand the terms of any LIBOR- and SOFR-based products you hold and the terms of those that you are considering purchasing. Other products and services offered by or through MSWM or its affiliates, such as loans and mortgage products, may have different terms and PM Financial Advisors are prohibited from purchasing or selling in their own accounts (or certain accounts in which they or related persons have an interest) the same security (or derivative of the same security) as their PM client(s), if the PM Financial Advisor’s personal trade is executed on the same day and prior to when a PM client’s trade that the PM Financial Advisor initiates is executed. PM Financial Advisors may trade in their own accounts (and related 27  your Financial Advisor to bring your account within the investment guidelines. Please contact your Financial Advisor for further details. person accounts) within two hours after the last trade of the same security for their PM clients, as long as they do not receive a better price than their PM clients, subject to a de minimus exception. PM Financial Advisors are prohibited from trading opposite their PM clients on the same day when they exercise discretion. PM Financial Advisors may trade derivatives in their own accounts (and related person accounts) on the same day as long as their trade is executed after the last client trade, and only if their trading does not present a conflict with the client’s trade. However, in the Programs, Financial Advisors may trade in their own accounts (and related person accounts) at the same time as they execute client trades if they aggregate these trades with client trades. Please ask your Financial Advisor if you would like more information on the Financial Advisor’s practices in this respect. MSWM monitors clients’ allocations to cash and cash equivalents in the custodied PM accounts. While there may be individual circumstances or tactical reasons to overweight these assets in client accounts, holding these assets as part of a strategic allocation for an extended period of time could adversely impact account performance. Account holdings in cash and cash equivalents are subject to percentage and duration limitations under the PM investment guidelines, and are reviewed as described above. ICAP management reviews accounts daily to determine if any investments are outside the Matrix and if so, generally requires your Financial Advisor to bring your ICAP account within the Matrix. You can obtain a copy of the Code from your Financial Advisor. See Item 6.B above, for a description of Conflicts of Interest. See Item 4.A above for a discussion of account statements and periodic reviews provided for your account or your Client Portfolio, as applicable. Trade Errors Client Referrals and Other Compensation See “Payments from Mutual Funds” in Item 6.B above. MSWM may compensate affiliates and unaffiliated third parties for client referrals in accordance with Rule 206(4)-1 of the Advisers Act. If you open an account in an investment advisory program, the compensation paid to any such entity will typically consist of an ongoing cash payment stated as a percentage of MSWM’s advisory fee or a one-time flat fee, but may include cash payments determined in other ways. Whether made by MSWM or by agents acting on our behalf, trade errors do occur from time to time. MSWM maintains policies and procedures to ensure timely detection, reporting, and resolution of trade errors involving client accounts. In general, once a trade error has been identified, we take prompt, corrective action, returning the client’s account to the economic position it would be in absent the error. Once the trade error is resolved with respect to the client’s account, the handling of any resulting gain or loss can vary depending on the circumstances and the specific type of error; typically, however, any net gain or loss is either booked to the relevant error account or, in certain situations resulting in a net gain, donated to the Morgan Stanley Foundation. Financial Information Reviewing Accounts We are not required to include a balance sheet in this Brochure because we do not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. At account opening, your Financial Advisor reviews your account to ensure that it and your investment strategy are appropriate for you in light of your investment objectives, risk tolerance, and financial circumstances. We do not have any financial conditions that are reasonably likely to impair our ability to meet our contractual commitments to clients. MSWM and its predecessors have not been the subject of a bankruptcy petition during the past 10 years. Your Financial Advisor is then responsible for reviewing your account on an ongoing basis. Your Financial Advisor may adjust your account at any time according to market conditions. Your Financial Advisor will ask you at least annually if your investment objectives have changed. If your objectives change, your Financial Advisor will modify your account to be appropriate for your needs. MSWM reviews accounts daily to determine if any investments are outside the program investment guidelines and conducts various checks on a periodic basis. If your PM account is identified as having investments outside program investment guidelines (other than allocation to cash and cash equivalents), MSWM will consider investments in your related MSWM advisory accounts where you granted discretion to your Financial Advisor before taking any action. With respect to allocations to cash and cash equivalents, MSWM will consider investments in all your related MSWM advisory accounts before taking any action. If your account investments are outside investment guidelines as described above, MSWM will require 28  Exhibit: Affiliated Money Market Funds Fee Disclosure Statement and Float Disclosure Statement Sweep Vehicles in Retirement Accounts Retirement Accounts generally effect temporary sweep transactions of new free credit balances into Deposit Accounts established under the Bank Deposit Program. The table below describes the fees and expenses charged to sweep assets invested in shares of the Money Market Funds in which the account invests (expressed as a percentage of each fund’s average daily net assets for the stated fiscal year). Note that: • The rate of Advisory Fee and Distribution and Service Fees (including 12b-1 fees) (whether in basis points or dollars) cannot be increased without first obtaining shareholder approval. • Expenses designated as “Other Expenses” include all expenses not otherwise disclosed in the table that were deducted from each fund’s assets or charged to all shareholder accounts in the stated fiscal year (and may change from year to year). These fees and expenses are generally paid to MSIM, MSWM and/or its affiliates for services performed. The aggregate amount of these fees is stated in the tables below. The amounts of expenses deducted from a fund’s assets are shown in each fund’s statement of operations in its annual report. Morgan Stanley Investment Management (and/or its affiliates) may, from time to time, waive part or all of its advisory fee or assume or reimburse some of a fund’s operating expenses (this may be for a limited duration). Such actions are noted in the fund’s prospectus and/or statement of additional information. The table below shows the Total Annual Fund Operating Expenses (before management fee waivers and/or expense reimbursements) and the Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements. MSWM reasonably expects to provide services as a fiduciary (as that term is defined under ERISA or the Code) with respect to Retirement Accounts. MSWM believes that investing in shares of the funds for sweep purposes is appropriate for Retirement Accounts because using professionally managed Money Market Funds allows you to access cash on an immediate basis, while providing a rate of return on your cash positions pending investment. As is typical of such arrangements, we use only affiliated money funds for this purpose. MSWM also believes that investing a Retirement Account’s assets in the Deposit Accounts is appropriate. Terms of the Bank Deposit Program are further described in the Bank Deposit Program Disclosure Statement, which has been provided to you with your account opening materials. The fund expense information below reflects the most recent information available to us as of December 31, 2024, and is subject to change. Please refer to the funds’ current prospectuses, statements of additional information and annual reports for more information. Fund Advisor Fee Distribution and Service Fees Shareholder Service Fee Other Expenses Total Annual Fund Operating Expenses Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements 0.15% 0.25% 0.25% 0.08% 0.73% 0.45% MSILF Government Securities- Participant Share Class 0.15% N/A 0.10% 0.11% 0.36% 0.36% MS U.S. Government Money Market Trust Interest Earned on Float If MSWM is the custodian of your account, MSWM retains as compensation, for providing services, the account’s proportionate share of any interest earned on cash balances held by MSWM (or an affiliate) with respect to assets awaiting investment including: • new deposits to the account (including interest and dividends) and • uninvested assets held by the account caused by an instruction to the custodian to buy and sell securities (which may, after the period described below, be automatically sent to a sweep vehicle). This interest is generally at the prevailing Federal Funds interest rate. Generally, with respect to such assets awaiting investment: • when the custodian receives the assets on a day on which the NYSE is open (“Business Day”) and before the NYSE closes, the custodian earns interest through the end of the following Business Day and • when the custodian receives the assets on a Business Day but after the NYSE closes, or on a day which is not a Business Day, the custodian earns interest through the end of the second following Business Day 29 

Form ADV Wrap Fee Program Brochure Morgan Stanley Smith Barney LLC Alternative Investments Advisory Program Alternative Investments Advisory-Custom Portfolio Program Alternative Investments Advisory-Discretionary Manager Services Program March 28,2025 2000 Westchester Avenue Purchase, NY 10577 Tel: (914) 225-1000 www.morganstanley.com This Wrap Fee Program Brochure provides information about the qualifications and business practices of Morgan Stanley Smith Barney LLC (“MSWM”). If you have any questions about the contents of this Brochure, please contact us at (914) 225-1000. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about MSWM also is available on the SEC’s website at www.adviserinfo.sec.gov. Registration with the SEC does not imply a certain level of skill or training.  Item 2: Material Changes This section identifies and discusses material changes to the ADV Brochure since the version of this brochure dated March 28, 2024. For more details on any particular matter, please see the item in this ADV Brochure referred to in the summary below. Alternative Model Portfolio A model portfolio comprised of one or more Alternative Investment Funds was added as a type of Alternative Investment offered in the Alternative Investments Program. See Item 4, Alternative Investment Advisory Program for more information. Platform Fee Updates were made to the description of the Platform Fee and Offset Credit structure, including change in the Platform Fee rate. See Item 4.A., Platform Fee for more information. Bank Deposit Program Updates were made to describe the Morgan Stanley Sweep Banks’ role in setting interest rates paid on deposits received through the Bank Deposit Program. See Item 4.C, Cash Sweeps for more information. Update to the Disciplinary Information On December 9, 2024, the SEC entered into a settlement with MSWM regarding an administrative action. In this matter, MSWM, without admitting or denying the findings and without adjudication of any issue of law or fact, consented to the entry of the order that finds that MSWM willfully violated certain sections of the Investment Advisers Act of 1940 (“Advisers Act”), specifically Sections 206(2) and 206(4) and Rule 206(4)-7 promulgated thereunder. The SEC also finds that MSWM failed to supervise the FAs within the meaning of Section 203(e)(6) of the Advisers Act and/or Section 15(b)(4)(E) of the Securities Exchange Act of 1934. See Item 9 in the ADV Brochure for further information. 2  Item 3: Table of Contents Item 1: Cover Page .................................................................................................................................................................................... 1 Item 2: Material Changes ........................................................................................................................................................................... 2 Item 3: Table of Contents .......................................................................................................................................................................... 3 Item 4: Services, Fees, and Compensation ................................................................................................................................................. 4 A. General Description of Programs and Services ...................................................................................................................... 4 Alternative Investments Advisory Program ........................................................................................................................... 4 Alternative Investments Advisory-Custom Portfolio Program .............................................................................................. 5 Alternative Investments Advisory-Discretionary Manager Services ..................................................................................... 5 Other....................................................................................................................................................................................... 6 Account Opening ................................................................................................................................................................... 6 Investment Restrictions .......................................................................................................................................................... 6 Account Statements and Performance Reviews ..................................................................................................................... 6 Risks ....................................................................................................................................................................................... 6 Tax and Legal Considerations ................................................................................................................................................ 7 Fees ........................................................................................................................................................................................ 8 B. Comparing Costs .................................................................................................................................................................. 10 C. Additional Fees .................................................................................................................................................................... 11 Alternative Investments in Advisory Programs ................................................................................................................... 11 Cash Sweeps......................................................................................................................................................................... 12 D. Compensation to Financial Advisors / Private Wealth Advisors ......................................................................................... 13 Item 5: Account Requirements and Types of Clients ........................................................................................................................... 14 Item 6: Portfolio Manager Selection and Evaluation ............................................................................................................................... 14 A. Selection and Review of Portfolio Managers and Funds for the Programs .......................................................................... 14 Selection of Alternative Investments ................................................................................................................................... 14 Watch Policy ........................................................................................................................................................................ 15 Focus List for Single Manager Hedge Funds and Fund of Hedge Funds ............................................................................. 16 Calculating Portfolio Managers’ Performance ..................................................................................................................... 16 B. Conflicts of Interest .............................................................................................................................................................. 16 Conflicts of Interest – Affiliate Acting as Portfolio Manager .............................................................................................. 16 Other Conflicts of Interest .................................................................................................................................................... 16 Item 7: Client Information Provided to Portfolio Managers ............................................................................................................. 19 Item 8: Client Contact with Portfolio Managers ................................................................................................................................... 20 Item 9: Additional Information ......................................................................................................................................................... 20 Disciplinary Information ...................................................................................................................................................... 20 Other Financial Industry Activities and Affiliations ............................................................................................................ 21 Proxy Voting ........................................................................................................................................................................ 23 Code of Ethics ...................................................................................................................................................................... 23 Reviewing Accounts ............................................................................................................................................................ 23 Client Referrals and Other Compensation ............................................................................................................................ 24 Financial Information ........................................................................................................................................................... 24 3  Item 4: Services, Fees, and subject to change without notice. You should consult with your Financial Advisor for further details. Compensation Alternative Investments Advisory Program Morgan Stanley Smith Barney LLC (“MSWM”, “we” or “us”) is a registered investment adviser and a registered broker-dealer. MSWM is one of the largest financial services firms in the U.S. with branch offices in all 50 states and the District of Columbia. AIA provides consulting and administrative services to qualified clients that seek to invest in certain affiliated and unaffiliated alternative investment vehicles (“Alternative Investments”) that have been approved by MSWM. MSWM is a Fiduciary to You. In serving as investment adviser to you (“client”, “you” and “your”) in these programs, MSWM is a fiduciary to you. We are registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) which places a fiduciary obligation on us in terms of the way that we provide services to you. Investment Funds In addition, we reasonably expect to provide services as a “fiduciary” (as that term is defined in Section 3(21)(A) of the Employee Retirement Income Security Act of 1974 (“ERISA”) and/or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to “Retirement Accounts” (as that term is described herein). For purposes of this Brochure (including the Exhibit), the term “Retirement Account” will be used to cover (i) “employee benefit plans” (as defined under include pension, defined Section 3(3) of ERISA, which contribution, profit-sharing or welfare plans sponsored by private employers, as well as similar arrangements sponsored by governmental or other public employers which arrangements are generally not subject to ERISA; (ii) individual retirement accounts “IRAs” (as described in Section 4975 of the Code); and (iii) “Coverdell Educational Savings Accounts (“CESAs”). Alternative Investments include: (1) affiliated and unaffiliated single manager pooled investment vehicles, such as hedge funds, real-estate funds, digital asset funds, private credit funds, private equity funds and venture capital funds; (2) affiliated and unaffiliated pooled investment vehicles, such as fund of funds or managed futures funds, that allocate money to other investment funds and/or investment managers or commodity trading advisors who in turn invest in other alternative investment asset classes; (3) certain hedge fund feeder funds established to invest in a single underlying investment vehicle (“each a HedgePremier Feeder”); (4) certain private equity, private credit or private real estate feeder funds (each an “Illiquid Feeder”; (5) certain special purpose vehicles established to acquire a particular underlying security or group of related securities or other assets (each an “SPV”); (6) funds that provide exposure to a diversified portfolio of securities in exchange for contributions of restricted securities (each an “Exchange Fund”); (7) direct, co-investment and/or secondary investments in private company securities; (8) privately placed variable annuities and privately placed life insurance; and (9) a model portfolio that is comprised of one or more Alternative (“Alternative Model Portfolio”). Certain Alternative Investments are not available in the Program. investment advisory programs MSWM offers clients many different advisory programs. Many of MSWM’s advisory services are provided by its Consulting Group business unit. You may obtain ADV Brochures for other MSWM at www.morganstanley.com/ADV or by asking your Financial Advisor or (for Morgan Stanley Private Wealth Management clients) your Private Wealth Advisor. Throughout the rest of this Brochure, “Financial Advisor” means either your Financial Advisor or your Private Wealth Advisor, as applicable. After receipt of relevant information from and about you, including your investment objectives, risk tolerance, investment time horizon, and liquidity/withdrawal needs, MSWM will identify the Alternative Investments deemed appropriate for you from the Alternative Investments available on the Alternatives Approved List (as further described in Item 6: Portfolio Manager Selection and Evaluation). You may also consider other Alternative Investments on the Alternatives Approved List, subject to eligibility and minimum investment requirements. For each Alternative Investment that you are considering, you should review the manager’s ADV Brochure, where available, for a discussion on their particular method of analysis and investment strategy. All clients’ assets that are custodied by us are custodied at MSWM (except for “sweep” assets custodied at the Morgan Stanley Sweep Banks, Program Banks and, if applicable, Money Market Funds (each as defined in Item 4.C below) pursuant to the Bank Deposit Program). Please see also Item 4.C (Services, Fees, and Compensation -- Additional Fees – Cash Sweeps -- Bank Deposit Program) below, for more information. A. General Description of Programs and Services Prior to investing, you should review the offering materials for Alternative Investments, in particular the terms of any restrictions on the premature termination or liquidation of your Alternative Investment. Your Financial Advisor may also recommend a change of Alternative Investments if, e.g., your investment objectives or market conditions change or if, for some other reason, another Alternative Investment would be more appropriate for you. MSWM administers and oversees the following programs that are described below: Alternative Investments Advisory (“AIA”), Alternative Investments Advisory-Custom Portfolio (“CP”), and Alternative Investments Advisory-Discretionary Manager Services (“DMS”, together with AIA and CP, the “Programs”, or each a “Program”). The services provided in these Programs are AIA is a non-discretionary program and the decision to participate in AIA and the selection of any Alternative Investment is made by you and is your responsibility. At any time, you may terminate your investment, subject to the restrictions applicable to the Alternative Investment, by complying with MSWM’s 4  procedures and, if you wish, select a new Alternative Investment for your account so that you continue to receive the services available in the Program. you, has the discretion to decide what Alternative Investments to buy and sell in your portfolio, which may be structured as a fund of one, separately managed account or limited partnership. The DMS Manager will be solely responsible for designing, monitoring, investing, and rebalancing your portfolio as necessary. You should discuss with your DMS Manager which investment strategy suits your investment goals. The DMS Manager will create your portfolio from a selection of hedge funds and may also include hedge funds purchased via secondary transactions, private equity funds and real estate funds. In DMS, MSWM does not perform due diligence on the Alternative Investments in which the DMS Manager may invest your assets. However, MSWM will perform due diligence on and periodically monitor the DMS Manager. Alternative Investments Advisory-Custom Portfolio Program CP offers qualified clients consulting and administrative services from MSWM and access to non-discretionary custom portfolio construction advice from an affiliate of MSWM (the “CP Manager”). In CP, MSWM recommends the CP Manager to you and the CP Manager will provide you with advice on a portfolio of Alternative Investments. In CP, MSWM conducts due diligence on the CP Manager, but does not provide investment advice on the Alternative Investments recommended by the CP Manager. and In DMS, you must enter into a Client Agreement with MSWM for consulting and administrative services and enter into a separate discretionary investment management agreement with the DMS Manager relating to due diligence, performance reporting, and the management of the assets by the DMS Manager. You will pay a separate fee to the manager of each Alternative Investment as well as a fee to DMS Manager for their services as agreed between you and the DMS Manager. Based on the investment objectives, risk tolerance, financial information and any restrictions provided by you to MSWM and the CP Manager, the CP Manager will generate an Investment Policy Statement appropriate Alternative identify Investments for your portfolio. The CP Manager will not be limited to the Alternatives Approved List and, therefore, may recommend Alternative Investments on which MSWM has not completed due diligence. You must enter into a Client Agreement with MSWM and a separate the CP investment management agreement with Manager. You may also be required to sign separate fund documentation for each Alternative Investment. You will pay a separate fee to the manager of each Alternative Investment as well as a fee to the CP Manager. The DMS Manager manages your DMS account based on the investment guidelines that you and the DMS Manager agree to in your investment management agreement. The DMS Manager is primarily responsible for making and implementing investment management decisions for your account within the investment The availability of investment strategies and guidelines. securities and the applicability of investment limitations may vary among clients. You should consult with your DMS Manager for more information on the DMS Manager’s approach to investing, and available investment strategies. The CP Manager may recommend a change of Alternative Investments if your investment objectives or financial situation changes; or market conditions dictate a change, or if, for some other reason, another Alternative Investment would be more appropriate for you. CP is a non-discretionary program and the decision to participate in CP and invest in any Alternative Investment recommended by the CP Manager is made by you and is your responsibility. MSWM will monitor the CP Manager and will notify you if it no longer recommends the CP Manager as an investment adviser to provide non-discretionary portfolio advisory services to clients of MSWM. Alternative Investments Advisory-Discretionary Manager Services DMS offers qualified clients the discretionary investment management services of an affiliated or third-party manager in a program where MSWM provides consulting and administrative services. (“DMS Manager”) on a DMS is designed to provide ultra-high net worth and institutional clients with a customized portfolio of alternative investments specific to their needs with respect to risk/reward, strategy allocation, geographic exposure, concentration, and leverage. Portfolios will be created and managed by an affiliated or a third- fully party portfolio manager discretionary basis. In other words, the DMS Manager, and not Alternative Investments Performance Reporting Service. MSWM offers performance reporting services, a non- discretionary, non-advisory service, to certain clients. MSWM offers clients the ability to receive periodic reports that provide historical performance reporting of Alternative Investments that were not recommended to them by MSWM, were not purchased through MSWM and upon which MSWM has not performed any is also available for Alternative diligence. This service Investments that were terminated from AIA but in which you have decided to remain invested. Clients that select this service will execute a separate client agreement related to Alternative Investments Performance Reporting. For such services, you will pay an annual fee of 0.25% of your in-scope Alternative Investment assets. This fee generally payable monthly, in advance, which may be waived or reduced at the sole discretion of MSWM. MSWM may also retain a non-advisory, ongoing distribution fee directly from the Alternative Investment or the manager of the Alternative Investment (if available). The performance information provided in a periodic performance report is based on information provided to MSWM by the manager of the Alternative Investment and is not independently verified by MSWM. The reporting service is not intended to constitute investment advice or a recommendation by MSWM of any Alternative Investment and MSWM is not evaluating the appropriateness of the initial investment or the continued investment in the Alternative Investments reported on as a part of this service. In addition, the service does not constitute, create or 5  fee-based brokerage relationship, a impose a fiduciary relationship or an investment advisory relationship under the Advisers Act with regard to the provision of the Alternative Investments covered under this service. Other. In addition to the specific services described above, from time to time, Financial Advisors, with the approval of MSWM’s management, may provide other services, including specialized investment advisory services on either a discretionary or non- discretionary basis to clients. investments have performed, both on an absolute basis and on a relative basis compared to recognized indices (such as Standard & Poor’s indices). You can access these reports through MSWM’s online account services site. To enroll your account in the online account service site, Morgan Stanley Online, at: https://www.morganstanleyclientserv.com, under “Account Documents”. If, however, you would like to receive these reports by mail, please call 1-888-454-3965 or contact your Financial Advisor. Performance information may be based on a preliminary estimate of an Alternative Investment’s performance for the month. The final performance results may be higher or lower than the data reflected in the periodic report provided by MSWM or its affiliate. You are responsible for reviewing performance reports and promptly reporting any discrepancies to MSWM. Account Opening To enroll in any Program described in this Brochure, you must enter into the respective program’s client agreement(s) (the “Client Agreement”) with MSWM. In CP, MSWM will provide quarterly reports to you describing the performance of the Alternative Investments based on portfolio holdings information received from managers of the Alternative Investments or their agents. For AIA, the Client Agreement is the Single Advisory Contract or a similar client agreement (the “Single Advisory Contract”). MSWM has discontinued use of the former AIA client agreement for opening new accounts, but some existing AIA accounts may have been opened using the AIA client agreement. In DMS, your account will be reflected on a monthly statement from MSWM. In addition, the DMS Manager will provide periodic valuations for the DMS account and may provide the performance for the underlying investments, as applicable. For CP and DMS, you will be required to enter into a Client Agreement with MSWM as well as a separate agreement with the the CP Manager or DMS Manager, as applicable. You may also be required to execute a brokerage account agreement. All the terms of the Account Agreement and the brokerage agreement will set forth our mutual obligations regarding the Programs. to Risks All trading in an account is at your risk. The value of the assets held in an account is subject to a variety of factors, such as the liquidity and volatility of the securities markets. We and the managers do not guarantee performance, and a manager’s past performance with respect to other accounts does not predict your account’s future performance. You should consult with your Financial Advisor, CP Manager, or DMS Manager regarding the specific risks associated with the investments in your account. Investment Restrictions impose reasonable restrictions on your Your ability investments in the Programs is limited. MSWM will determine in its reasonable judgment how to implement such restrictions. You cannot impose restrictions on the underlying investments and securities in an Alternative Investment. investors. Although we will accept reasonable restrictions, we will not have any obligation to manage your account in accordance with any investment guidelines, policy statements or other documents unless we specifically agree to do so, in writing. investors, In CP and DMS, any restrictions should be included in your investment guidelines. You should contact your CP or DMS Manager to determine what types of restrictions you may place on your account. Account Statements and Performance Reviews We generally will not maintain custody of your Alternative Investments. Alternative Investments will be held with such custodians as selected by the manager of the applicable Alternative Investment. Generally, Alternative Investments are not included under MSWM’s SIPC coverage. However, we will receive and credit to your account all interest, dividends, and other distributions we receive on the Alternative Investments in your account and will include reports of your ownership of the Alternative Investments on your account statements. Risks Relating Alternative to Alternative Investments. 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 For example, alternative investments may place substantial limits on liquidity and the redemption rights of including only permitting withdrawals on a limited periodic basis and with a significant period of notice and may impose early withdrawal fees. Alternative Investments are intended 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 resulting higher risk due to concentration of trading authority when a single advisor is utilized; absence of information regarding valuations and pricing; In AIA, we make Quarterly Performance Reports available to you These reports show how your account every quarter. 6  For other risks relating to the particular strategy you hold in any Alternative Investment, see the offering materials for your Alternative Investment and, where available, the ADV Part 2 for the manager of the Alternative Investment or portfolio. Tax and Legal Considerations Your Financial Advisor may agree with you to implement a client- developed investment strategy that you believe is sensitive to your particular tax situation. Neither we nor any of our affiliates provides tax or legal advice and, therefore, we and they are not responsible for developing or evaluating the efficacy of any such tax-sensitive strategy. You need to develop any such strategy in consultation with a qualified tax adviser. Certain tax- sensitive strategies can involve risks. Replacing an Alternative Investment may result in sales of securities and subject you to additional income tax obligations. complex tax structures and delays in tax reporting; less regulation and higher fees than mutual funds; advisor risk; indemnities; and “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 for a 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 strategies that vary from fund to fund. For more details on these and other features and risks, please carefully read the documentation (including risk disclosures) relating to any Alternative Investment, as well as your Client Agreement. taxes, Risks Relating to Money Market Funds. An investment in a money market fund is neither insured nor guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. You could lose money in money market funds. Although many money market funds classified as government funds (i.e., money market funds that invest 99.5% of total assets in cash and/or securities backed by the U.S government) and retail funds (i.e., money market funds open to natural person investors only) seek to maintain a stable $1.00 per share, they cannot guarantee they will do so. The price of other money market funds will fluctuate and when you sell shares, they could be worth more or less than originally paid. Money market funds may, and in certain circumstances will, impose a fee upon the redemption of fund shares. Please review your money market fund’s prospectus to learn more about the use of redemption or liquidity fees. Investments in Alternative Investments entail different risks, including tax risks, than is the case for other types of investments. Investors in Alternative Investments typically hold “interests” of the Alternative Investments (as opposed to a share of corporate stock) and may be technically partners in the Alternative Investments. Holders of Alternative Investments may also be exposed to the risk that they will be required to repay amounts to the Alternative Investment that are wrongfully distributed to them. Such claw-backs may be in connection with fund losses, regulatory violations, miscalculation of liabilities, indemnification, errors in valuation and other reasons. Many Alternative Investments choose to qualify for partnership tax treatment. Partnerships do not pay U.S. federal income tax at the partnership level. Rather, each partner of a partnership, in computing its U.S. federal income tax liability, must include its allocable share of the partnership’s income, gains, losses, deductions, expenses and credits. A change in current tax law, or a change in the business of a given Alternative Investment, could result in an Alternative Investment being treated as a corporation for U.S. federal income tax purposes, which would result in such Alternative Investment being required to pay U.S. federal income tax on its taxable income. The classification of an Alternative Investment as a corporation for U.S. federal income tax purposes would have the effect of reducing the amount of cash available for distribution by the Alternative Investment and could cause any such distributions received by an investor to be taxed as dividend income. If you have any questions about the tax aspects of investing into an Alternative Investment, please discuss with your tax advisor. In addition, if a money market fund that seeks to maintain a stable $1.00 per share experiences negative yields, it also has the option of converting its stable share price to a floating share price, or to cancel a portion of 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. Moreover, in some circumstances, money market funds may cease operations when the value of a fund drops below $1.00 per share. In that event, the fund’s holdings will likely be liquidated and distributed to the fund’s shareholders. This liquidation process can be prolonged and last for months. During this time, these funds would not be available to you to support purchases, withdrawals and, if applicable, check writing or ATM debits from your account. Investors in Alternative Investments will generally receive a Schedule K-1 for each Alternative Investment, so they will likely receive numerous Schedule K-1s. Investors will need to file each Schedule K-1 with their federal tax return. Also, investors in Alternative Investments may be required to file state income tax returns in states where the Alternative Investments operate. Since some Alternative Investments may not be provided until after the due date for federal or state tax returns, investors in Alternative Investments may need to obtain an extension for filing their federal or state returns. Please discuss with your tax advisor how an investment in Alternative Investments will affect your tax return. Risks Relating to Investment in a Concentrated Number of Securities (or in Only One Security) or to Investment in Only One Industry Sector (or in Only a Few Sectors). When strategies invest in a concentrated number of securities, a decline in the value of these securities would cause your overall account value to decline to a greater degree than that of a less concentrated portfolio. Strategies that invest a large percentage of assets in only one industry sector or security (or in a small number of sectors or securities) are more vulnerable to price fluctuation than strategies that diversify among a broad range of securities and sectors. 7  Tax laws impacting Alternative Investments may change, and this could impact any tax benefits that may be available through investment in an Alternative Investment. generated inside the retirement plan (including recapture income generated on the sale of the Alternative Investments, as well as income generated by other Alternative Investments). including For the reasons outlined below, where an otherwise tax- exempt account (such as an IRA, qualified retirement plan, charitable organization, or other tax exempt or deferred account) is invested in a pass-through entity, the income from such entity may be subject to taxation, and additional tax filings may be required. Further, the tax advantages associated with these investments are generally not realized when held in a tax-deferred or tax-exempt account. Please consult your own tax advisor and consider any potential tax liability that may result from such an investment in an otherwise tax-exempt account. In calculating the tax, trust tax rates are applied to the retirement plan’s UBTI (i.e., unrelated trade or business gross income less any applicable deductions, the $1,000 specific deduction). In addition to the passive loss limitation rules noted above, other limitations may apply to the retirement plan’s potential tax deductions. In order to file Form 990-T, the retirement plan is required to obtain an Employer Identification Number (“EIN”) because the plan (and not the plan owner or fiduciary) owes the tax. State and local income taxes may also apply. Accordingly, retirement plan investors (and their fiduciaries) should consult their tax and legal advisors regarding the federal, state, and local income tax implications of their investments. Similar rules apply to other tax-exempt organizations (e.g., charitable and religious organizations), except that certain differences may apply. For instance, the UBTI of most other tax-exempt organizations is taxable at corporate rates, unless the organization is one that would be taxed as a trust if it were not tax- exempt in which case its UBTI is taxable at trust rates. Also, the passive activity loss limitation rules do not apply to all tax-exempt organizations. Tax-exempt investors should consult their tax and legal advisors regarding the federal, state, and local income tax implications of their investments. Earnings generated inside most qualified retirement plans, including defined benefit pension plans, defined contribution plans and IRAs, are generally exempt from federal income taxes, however, certain investments made by such retirement plans may generate taxable income referred to as “unrelated business taxable income” (“UBTI”) that is subject to taxation at trust rates. Generally, passive types of income (when not financed with debt) such as dividends, interest, annuities, royalties, most rents from real property, and gains from the sale, exchange, or other disposition of property (other than inventory or property held for sale in the ordinary course of a trade or business) do not generate UBTI. Active income associated with operating a trade or business, however, may constitute UBTI to an otherwise tax- exempt investor such as a qualified retirement plan. In addition, UBTI may also be received as part of an investor’s allocable share of active income generated by a pass-through entity, such as partnerships (including limited partnerships), certain trusts, subchapter S corporations, and limited liability companies that are treated as disregarded entities, partnerships, or subchapter S corporations for federal income tax purposes. Fees You pay an asset-based fee to MSWM (“Morgan Stanley Advisory Fee”) for our investment advisory and portfolio implementation services and performance reporting as described in your Client Agreement. In CP and DMS you also pay a separate fee to the CP Manager or the DMS Manager, respectively, that is in addition to and not a part of the Morgan Stanley Advisory Fee. The maximum total annual Morgan Stanley Advisory Fee is 2.00%. If more than $1,000 of unrelated trade or business gross income is generated in a tax year, the retirement plan’s custodian or fiduciary (on behalf of the retirement plan) must file an Exempt Organization Business Income Tax Return, Form 990-T. With respect to an individual investing through an IRA, in calculating the threshold amount and the retirement plan’s UBTI for the year, each IRA is generally treated as a separate taxpayer, even if the same individual is the holder of multiple IRAs. Alternative Investments also have fees that are paid to the manager of the Alternative Investment. We do not pay the manager of the Alternative Investment any part of the Morgan Stanley Advisory Fee that you pay to us. In CP or DMS, at your election, we may pay from your account assets, upon your instructions and on your behalf, the fee owed by you to the CP Manager or the DMS Manager, respectively, for the advisory services they provide to you. MSWM may allocate a portion of the Morgan Stanley Advisory Fee to your Financial Advisor / Private Wealth Advisor and, if applicable, to an unaffiliated or affiliated due diligence service provider or other service provider. Platform Fee. You will be charged a Platform Fee for the various support and administrative services we provide to maintain the platform on which your account and the Program resides. The Platform Fee is in addition to the Morgan Stanley Advisory Fee, is non-negotiable, and is generally applicable to all accounts in the Program. The following accounts and account types are not subject to the Platform Fee: Retirement Accounts covered by Title I of ERISA, 529 Plans, and accounts we classify as Institutional. Effective September 30, 2024, the Platform Fee will be a 0.0350% The passive activity loss limitation rules also apply for purposes of calculating a retirement plan’s UBTI, potentially limiting the amount of losses that can be used to offset the retirement plan’s income from an unrelated trade or business each year. It should be noted that these rules are applied to publicly traded partnerships, on an entity-by-entity basis, meaning that the passive activity losses generated by one Alternative Investment generally can only be used to offset the passive activity income (including unrelated traded or business income) from the same Alternative Investment. The passive activity losses generated by one Alternative Investment generally cannot be used to offset income from another Alternative Investment (or any other source). The disallowed losses are suspended and carried forwarded to be used in future years to offset income generated by that same Alternative Investment. However, once the retirement plan disposes of its entire interest in the Alternative Investment to an unrelated party, the suspended losses can generally be used to offset any unrelated trade or business income 8  annual asset-based fee. The Platform Fee is charged quarterly in arrears based on the closing market value of the assets in your account on the last business day of the billing quarter and will become due within fifteen (15) business days after the end of the billing quarter. amounts of Offset Revenue) will disproportionally benefit from the credit applied. This is generally mitigated by subjecting those accounts to the Platform Fee. Additionally, Offset Revenue is not collected with respect to investments held in accounts that are not subject to the Platform Fee, including Retirement Accounts covered by Title I of ERISA, 529 Plans, and accounts we classify as Institutional. Additions and Withdrawals; Refund on Account Termination. Offset to the Platform Fee. We collect revenue from certain Investment Product providers (“Offset Revenue”) but which we credit to accounts subject to the Platform Fee, regardless of any Investment Product holdings or investments. Crediting this Offset Revenue to accounts subject to the Platform Fee is designed to address conflicts of interest associated with collecting the Offset Revenue from applicable Investment Product providers. For mutual funds, non-sweep money market funds, alternative investments, and certain ETFs, the Offset Revenue generally includes, as applicable, revenue share, support fees, and/or mutual fund administrative services fees, as discussed below. You may make additions into the account at any time, subject to our right to terminate the account. Additions may be in cash, securities, or Alternative Investments. We reserve the right to decline to accept particular securities into the account or impose a waiting period before certain securities may be deposited. You understand that if Alternative Investments are transferred or journaled into the account, you may not recover the front-end sales charges previously paid and/or may be subject to a redemption or other fee based on the length of time that you have held those securities. Each billing quarter, we will allocate proportionately such Offset Revenue we receive from these sources to accounts subject to the Platform Fee (“Platform Fee Accounts”). The amount of Offset Revenue we will apply to a Platform Fee Account during any particular billing quarter will be up to the amount of the Platform Fee charged to that Platform Fee Account for the same billing quarter (“Offset Credit”). You are required to provide notice to MSWM of any desired contributions or withdrawals (and, for contributions, you must contribute the corresponding funds in cash to the account) at least six (6) business days before any deadlines set for contributions or withdrawals in the offering materials for the Alternative Investment. No fee adjustment will be made during any billing period for withdrawals or deposits. No fee adjustment will be made during any billing period for appreciation or depreciation in the value of account assets during that period. If the account is terminated by either party, you will be entitled to a prorated refund of any pre-paid Morgan Stanley Advisory Fee based on the number of days remaining in the billing month after the date upon which notice of termination is effective. The Offset Credit will generally be applied within fifteen (15) business days after the end of the previous billing quarter and is generally intended to reduce the impact of the Platform Fee. The amount of the Offset Credit is expected to vary quarter to quarter and may be less than the Platform Fee charged to your account for any billing quarter. To the extent we collect more Offset Revenue in a billing quarter than the amount of the Platform Fee, we will carryover such excess (“Carry Over Credit”) and apply it to the subsequent billing quarter to be allocated to accounts as described above. Fee for Alternative Investments Performance Reporting. The fees for Alternative Investments Performance Reporting are negotiable and for purposes of calculating the fees for this service, the market value of the alternative investments shall be based on the then currently available net asset value, estimated or actual, as reported by the Performance Reporting Alternative Investment and shall be generally payable monthly in advance. MSWM does not independently verify such information. The fee shall not be charged on committed, but not yet funded, investments. This fee will generally be billed together with the Morgan Stanley Advisory Fee on your advisory assets at MSWM. The cost for such service is up to 0.25% annually, or as otherwise stated in your Morgan Stanley Alternative Investments Performance Reporting Agreement. Changing circumstances such as market conditions, a shift in investments away from Investment Products that provide revenue, or significant reallocation of investments to those that pay a lower amount of compensation will reduce the amount of Offset Revenue available to be credited. The amount of Offset Revenue available for crediting for any particular quarter will be reduced for the costs of third-party administrative expenses, if any, directly associated with the collection, calculation, and crediting of the Offset Revenue. Accounts will have no rights to the amounts of Offset Revenue collected by us until actually credited, including but not limited to amounts collected in a prior billing quarter. We can modify or discontinue the Offset Credit amount or mechanism at any time, but amounts collected by us prior to the effective time of any such change will be used to offset or reduce Platform Fees or fees payable by accounts, but not necessarily the accounts that generated such Offset Revenue. We reserve the right to stop collecting Offset Revenue entirely at any time and, if we do not receive Offset Revenue, the Offset Credit will be $0. We have no obligation to attempt to maximize the collection of Offset Revenue during the time in which we are collecting it. fee or administrative servicing fee An account that is not subject to the Platform Fee during a billing quarter will not receive the Offset Credit for that billing quarter. As the Offset Credit is applied based on account value and not actual Investment Product holdings, accounts holding little to no Investments Products (or Investments Products that pay lessor Administrative Servicing Fee. Certain feeder funds such as the HedgePremier Feeders and Illiquid Feeders that are made available through AIA are organized for access by MSWM clients into specific underlying investment vehicles and as such, receive investor servicing support from MSWM in respect of the investors in the feeder funds. For such feeders, MSWM receives an administrative (the “Administrative Servicing Fee”) from the general partner or manager of the feeder charged on an ongoing basis of generally up to 0.10% annually of your committed capital, invested capital, or the net asset value of your investment. This fee is in addition to the Morgan Stanley Advisory Fee. MSWM does not receive 9  effective fee rate for the account as a whole is then a weighted average of the scheduled rates and may change with the account asset level. the Administrative Servicing Fee in respect of your retirement account investing in HedgePremier Feeders through AIA. While you remain in AIA, your Financial Advisor will not receive any portion of the Administrative Servicing Fee. Please refer to the offering materials of the applicable feeder fund for details regarding the fees charged by the manager or general partner with respect to the feeder fund. to MSWM. In providing Accounts Related for Billing Purposes. When two or more investment advisory accounts are related together for billing purposes (“Billing Relationship”), you may benefit from existing breakpoints. For example, if you have two accounts in the Billing Relationship, the fees on Account #1 are calculated by applying your total assets (i.e. assets in Account #1 + assets in Account #2) to the Account #1 breakpoints. Because this amount is greater than the amount of assets solely in Account #1, you may have a greater proportion of assets subject to lower fee rates, which in turn lowers the average fee rate for Account #1. This average fee rate is then multiplied by the actual amount of assets in Account #1 to determine the dollar fee for Account #1. Likewise, the total assets are applied to the Account #2 breakpoints to determine the average fee rate for Account #2, which is then multiplied by the actual amount of assets in Account #2 to determine the dollar fee for Account #2. Valuation of Account Assets. MSWM does not engage in an independent valuation of your account assets. MSWM will provide periodic account statements to you including the market value of each Alternative Investment. MSWM relies on you to promptly review these account statements and report any discrepancies these account statements, or any other valuation information to you, (i) MSWM relies on the valuation information provided to MSWM by the manager of the Alternative Investments, another service provider, the CP Manager, or the DMS Manager, as applicable, (ii) the valuation information is based on estimates which may be old as of the dates of the account statements, (iii) MSWM’s final valuations may be higher or lower than the data reflected in the periodic account statements, and (iv) MSWM is under no obligation to provide notice of, or compensation to you for, any such difference in valuations. Fees are Negotiable. The Morgan Stanley Advisory Fee is negotiable based on a number of factors, including the type and size of the account and the range of services we provide. Only certain accounts can be included for billing purposes, based on applicable rules and regulations and MSWM’s policies and procedures. Even where accounts are eligible to be related under these policies and procedures, they will only be included in a Billing Relationship if this is specifically agreed between you and the Financial Advisor. For more information about which of your accounts are grouped in a particular Billing Relationship, please contact your Financial Advisor. Changes to Fees. You agree and acknowledge that MSWM reserves the right to change the Morgan Stanley Advisory Fee that you have agreed to with your Financial Advisor upon notice to you. The Morgan Stanley Advisory Fee for your account may be higher or lower than the fees that we would charge the account if you had purchased the services covered by the Morgan Stanley Advisory Fee separately; may be higher or lower than the fees that we charge other clients, depending on, among other things, the extent of services provided to those clients and the cost of such services; and may be higher or lower than the cost of similar services offered through other financial firms. to the requirements of ERISA in assessing ERISA Fee Disclosure for Qualified Retirement Plans. In accordance with Department of Labor regulations under Section 408(b)(2) of ERISA, MSWM is required to provide certain information regarding our services and compensation to assist fiduciaries and plan sponsors of those retirement plans that are subject the reasonableness of their plan’s contracts or arrangements with us, This including the reasonableness of our compensation. information is provided to you at the outset of your relationship with us and is set forth in this Brochure and your Client Agreement. It is also provided at least annually to the extent that there are changes to any investment-related disclosures for services provided as a fiduciary under ERISA. When Fees are Payable. Fees are payable as described in the Client Agreement and in this ADV Brochure. Generally, the initial fee is due in full on the date of the first close of your initial alternative investment subscription and is based on the net asset value of the assets in the account allocated to alternative investments on or about that date. The initial fee payment generally covers the period from the initial closing of the first alternative investment through the last day of the applicable billing period and is prorated accordingly. Thereafter, fees are generally paid monthly in advance, based on the net asset value of all assets allocated to alternative investments on the last business day of the previous billing month, and are due promptly. The Client Agreement authorizes MSWM to deduct fees when due from the assets contained in the account. B. Comparing Costs Program fees vary across different programs and services provided. You may be able to obtain similar services separately for a lower fee from MSWM or elsewhere. Several factors determine whether it would cost more or less to participate in a Program than to purchase the services separately, including the size of your account, the types of investments, whether the investments involve costs in addition to the program fee, and the amount of trading in the account. In addition, you may be able to obtain certain services or gain access to particular securities for a lower fee in one Program as opposed to another. Breakpoints. Fee rates may be expressed as a fixed rate applying to all assets in the account, or as a schedule of rates applying to different asset levels, or “breakpoints.” When the Morgan Stanley Advisory Fee is expressed as a schedule of rates corresponding to different breakpoints, discounts, if any, are negotiated separately for each breakpoint. As the value of account assets reaches the various breakpoints, the incremental assets above each threshold are charged the applicable rates. The 10  • servicing fees applicable upon termination of the Client Agreement; in • account closing/transfer costs; • processing fees; and/or • taxes, certain other costs or charges that may be imposed by third parties (including, among other things, odd-lot differentials, foreign custody fees, exchange fees, transfer supplemental transaction fees, regulatory fees and other fees or taxes that may be imposed pursuant to law). However, in a brokerage account, you would not receive the investment advisory services and/or discretionary portfolio management services described this Brochure. If you participate in the Program, you pay a fee, based on the market value of the account, for a variety of services and accordingly could pay more or less for such services than if you purchased such services separately (to the extent that such services would be available separately to you). Furthermore, the same or similar services to those available in the Program may be available at a lower fee in programs offered by other investment advisors. For certain investment styles there may be a mutual fund and an SMA offered by the same investment management firm and, therefore, the underlying investments in the SMA and the mutual fund may be substantially identical as those in an Alternative Investment. select the SMA as the investment product. In DMS, the primary service that you are purchasing is the DMS Manager’s discretionary management of your portfolio pursuant to certain program guidelines. Cost comparisons are difficult because that particular service is not offered in other programs. Alternative Investments in Advisory Programs Investing in Alternative Investments is generally more expensive than certain other investment options offered in other advisory programs. In addition to our Morgan Stanley Advisory Fee, you pay the fees and expenses of the Alternative Investments in which your account is invested. Such fees and expenses are charged directly to the pool of assets in which the Alternative Investments invest. These fees and expenses are an additional cost to you and are not included in the fee amount in your account statements. Each Alternative Investment describes their fees in its offering materials. Current and future expenses may differ from those stated in the offering materials. CRS (Client Relationship Summary) which is available You should consider these and other differences when deciding whether to invest in an investment advisory or a brokerage account and, if applicable, which advisory programs best suit your individual needs. For more information about the differences between brokerage and advisory accounts, please refer to our Form at www.morganstanley.com/adv as well as the document entitled “Understanding your Brokerage and Investment Advisory at: Relationships” http://www.morganstanley.com/wealth- relationshipwithms/pdfs/understandingyourrelationship.pdf. C. Additional Fees If you open an account in one of the Programs described in this Brochure, you will pay us the Morgan Stanley Advisory Fee and the Platform Fee, as described above. These fees do not cover: Certain Alternative Investments available in the Programs described in this Brochure discount the fees charged to you as a result of your participation in an advisory program. On termination of your advisory account for any reason, or the transfer of the Alternative Investment interests out of your advisory account, we will inform the Alternative Investment managers of the termination of your participation in Programs described in this Brochure and seek to convert any advisory interests of Funds into interests that are available in non-advisory accounts or we may seek to have these advisory interests redeemed. Non-advisory interests generally have higher fees and expenses than the corresponding advisory interests, which may increase the cost of your investment and negatively impact investment performance. • the costs of investment management fees and other expenses charged by Alternative Investments (see below for more details) • In most instances, MSWM is entitled to receive fee payments from the Alternative Investment manager or its affiliates in connection with investments held by non-advisory clients. Therefore, MSWM has a conflict of interest in recommending Alternative Investments in the Programs, from which MSWM may receive fee payments outside of these Programs, over other securities where there are no such payments. You do not pay any sales charges for purchases of Alternative Investments in programs described in this Brochure. However, some Alternative Investments may charge, and not waive, a redemption fee on certain transaction activity in accordance with their offering materials. “mark-ups,” “mark-downs,” and dealer spreads (A) that MSWM or its affiliates, including MS&Co., may receive when acting as principal in certain transactions where permitted by law or (B) that other broker-dealers may receive when acting as principal in certain transactions effected through MSWM and/or its affiliates acting as agent, which is typically the case for dealer market transactions (e.g., fixed income, over-the-counter equity, and foreign exchange (“FX”) conversions in connection with purchases or sales of FX-denominated securities and with payments of principal and interest dividends on such securities); • brokerage commissions or other charges resulting from transactions not effected through MSWM or our affiliates; • MSWM account establishment or maintenance fees for its IRAs and Versatile Investment Plans (“VIP”), which are described in the respective IRA and VIP account and fee documentation (which may change from time to time); Certain Alternative Investment funds are sponsored or managed by, or receive other services from, MSWM and its affiliates, which include, but are not limited to, Morgan Stanley Investment Management, Eaton Vance, Boston Management and Research, Calvert Research and Management, Atlanta Capital Management Company and Parametric Portfolio Associates. MSWM or the affiliated sponsor or manager (or other service provider) receive additional investment management fees and/or other fees from 11  to Conflicts of Interest regarding the Above-Described Expense Payments and Fees for Data Analytics these Alternative Investment funds. Therefore, MSWM has a conflict recommend MSWM-affiliated Alternative Investments. In order to mitigate this conflict, Financial Advisors do not receive additional compensation for recommending proprietary and/or affiliated Alternative Investment funds. Additionally, affiliated Funds and sponsors are generally subject to the same economic arrangements with MSWM as those that MSWM has with third-party Funds. Expense Payments and Fees for Data Analytics their Branch Managers do not Please note that the above-described fees and payments are specific to certain fund families. This fact presents a conflict of interest for MSWM and our Financial Advisors to promote and recommend those funds that make these payments rather than other eligible investments that do not make similar payments. Further, in aggregate, we receive significantly more support from fund families that provide significant sales expense payments and/or purchase data analytics. This in turn could lead our Financial Advisors and Branch Managers to focus on those fund families. In order to mitigate these conflicts, Financial Advisors and receive additional compensation as a result of the expense payments and data analytics payments received by MSWM. which be found MSWM receives expense payments and fees for data analytics, recordkeeping and related services. MSWM provides fund families with opportunities to sponsor meetings and conferences and grants them access to our branch offices and Financial Advisors for educational, marketing and other promotional efforts. In connection with this activity, fund representatives may work closely with our branch offices and Financial Advisors to develop business strategies and support promotional events for clients and prospective clients, and educational activities. Some Fund families or their affiliates may reimburse MSWM in connection with these promotional efforts for certain expenses incurred by MSWM in connection with these promotional efforts, client seminars, and/or training programs. Fund families independently decide if and what they will spend on these activities, with some fund families agreeing to make substantial annual dollar amount expense reimbursement commitments. Fund families also invite our Financial Advisors / Private Wealth Advisors to attend fund family-sponsored events. Expense payments may include meeting or conference facility rental fees and hotel, meal and travel charges. For more information regarding the payments MSWM receives from fund families, please refer to the brochure titled “Alternative Investments” and the brochures titled “Mutual Fund Features, Share Classes and Compensation” and “ETF Revenue Sharing, Expense Payments and Data Analytics” (together, the “Mutual Fund and ETF Brochures”), at can https://www.morganstanley.com/disclosures. These brochures are also available from your Financial Advisor on request. Fund family representatives are allowed to occasionally give nominal gifts to Financial Advisors, and to occasionally entertain Financial Advisors (subject to an aggregate entertainment limit of $1,000 per employee per Fund family per year). MSWM’s non- cash compensation policies set conditions for each of these types of payments and do not permit any gifts or entertainment conditioned on achieving any sales target. Cash Sweeps Generally, some portion of your account will be held in cash. If MSWM acts as custodian for your account, it will effect transactions of free credit balances in your account into interest bearing deposit accounts (“Deposit Accounts”) established under the Bank Deposit Program (“BDP”). For most clients, BDP will be the designated cash sweep. The interest rates for BDP in your account will be tiered based upon the value of the BDP balances across your brokerage and advisory accounts. The BDP assets in your advisory accounts receive separate interest rates from deposits in your brokerage accounts and are set forth in: https://www.morganstanley.com/wealth-general/ratemonitor. Generally, the rate you will earn on BDP will be lower than the rate on other available cash alternatives. In limited circumstances, such as for clients ineligible for BDP, MSWM may sweep some or all of your cash into money market mutual funds (each a “Money Market Fund”). These Money Market Funds are managed by Morgan Stanley Investment Management Inc (“MSIM”) or another MSWM affiliate. Pathway Funds are not included as an investment in the Cash Sweep. It is important to note that free credit balances and allocations to cash, including assets invested in sweep vehicle investments, are included in the calculation of the Fee and the Platform Fee for your account, as described above. If your account is a Retirement Account, you should read Exhibit B to this Brochure, entitled “Affiliated Money Market Funds Fee Disclosure Statement and Float Disclosure Statement”. MSWM, acting as your custodian, will effect sweep transactions only to the extent permitted by law and if you meet the eligibility criteria. Under certain circumstances (as described in the Bank Deposit Program Disclosure) eligible deposits in BDP may be sent to non-affiliated Program Banks; this additional feature may provide enhanced FDIC coverage to you as well as funding value benefits to the Morgan Stanley Sweep Banks. For eligibility criteria applicable to this additional feature and BDP generally, please refer to the Bank Deposit Program Disclosure Statement which is available at: http://www.morganstanley.com/wealth investmentstrategies/pdf/BDP_disclosure.pdf MSWM also provides Fund families, including but not limited to those with alternative investment Funds, with the opportunity to purchase data analytics regarding Fund sales. The amount of the fee depends on the level of data provided to the Fund families. We also offer sponsors of alternative investments a separate data analytics fee. Additional fees apply for those fund families that elect to purchase supplemental data analytics regarding other financial product sales at MSWM. For more information regarding these payments as well as others, please refer to the Alternative Investment, Mutual Fund and ETF Brochures described above. Conflicts of Interest Regarding Sweep Investments. If BDP is your sweep, you should be aware that the Morgan Stanley Sweep Banks, which are affiliates of MSWM, will pay MSWM an annual account-based flat fee for the services performed by MSWM with respect to BDP. MSWM and the Morgan Stanley Sweep Banks 12  rates. The Morgan Stanley Sweep Banks and the Program Banks can and sometimes do pay higher interest rates on some deposits they receive directly than they pay on deposits received through BDP. This discretion in setting interest rates creates a conflict of interest for the Morgan Stanley Sweep Banks. The lower the amount of interest paid to customers, the greater is the “spread” earned by the Morgan Stanley Sweep Banks on deposits through the Program, as explained above. By contrast, money market funds (including Morgan Stanley affiliated money market funds) have a fiduciary duty to seek to maximize their yield to investors, consistent with their disclosed investment and risk management policies and regulatory constraints. If your cash sweeps to a Money Market Fund, then the account, as well as other shareholders of the Money Market Fund, will bear a proportionate share of the other expenses of the Money Market Fund in which the account’s assets are invested. If your cash sweeps to a Money Market Fund, you understand that MSIM (or another MSWM affiliate) will receive compensation, including management fees and other fees, for managing the Money Market Fund. In addition, we receive compensation from such Money Market Funds at rates that are set by the funds’ prospectuses and currently range, depending on the program in which 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 Fund assets held by our clients. Please review your Money Market Fund’s prospectus to learn more about the compensation we receive from such funds. We have a conflict of interest as we have an incentive to only offer affiliated Money Market Funds in the Cash Sweep program, as MSIM (or another MSWM affiliate) will receive compensation for managing the Money Market Fund. We also have a conflict of interest as we offer affiliated funds and share classes that pay us more compensation than other funds and share classes. You should understand these costs because they decrease the return on your investment. In addition, we receive additional payments from Morgan Stanley Investment Management Inc. in the event a Money Market Fund waives certain fees in a manner that reduces the compensation that we would otherwise receive. We either rebate to clients or do not receive compensation on sweep Money Market Fund positions held in our fee-based advisory account programs. Unless your account is a Retirement Account, the Fee will not be reduced by the amount of the Money Market Fund’s applicable fees. For additional information about the Money Market Fund and applicable fees, you should refer to each Money Market Fund’s prospectus. will review such fee annually and, if applicable, mutually agree upon any changes to the fee to reflect any changes in costs incurred by MSWM. The fee received by MSWM may affect the interest rate paid by the Morgan Stanley Sweep Banks on your Deposit Accounts. Your Financial Advisor will not receive a portion of these fees or credits. In addition, MSWM will not receive cash compensation or credits in connection with the BDP for assets in the Deposit Accounts for Retirement Accounts. Also, the Morgan Stanley Sweep Banks have the opportunity to earn income on the BDP assets through lending activity, and that income is usually significantly greater than the fees MSWM earns on affiliated Money Market Funds. Thus, MSWM, in its capacity as custodian, has a conflict of interest in connection with BDP being the default sweep, rather than an eligible Money Market Fund. In addition, MSWM and the Morgan Stanley Sweep Banks and their affiliates receive other financial benefits in connection with the BDP. Through the BDP, each Morgan Stanley Sweep Bank will receive a stable, cost-effective source of funding. Each Morgan Stanley Sweep Bank intends to use deposits in the Deposit Accounts at the Morgan Stanley Sweep Banks to fund current and new businesses, including lending activities and investments. The profitability on such loans and investments is generally measured by the difference, or “spread,” between the interest rate paid on the Deposit Accounts at the Morgan Stanley Sweep Banks and other costs of maintaining the Deposit Accounts, and the interest rate and other income earned by the Morgan Stanley Sweep Banks on those loans and investments made with the funds in the Deposit Accounts. The cost of funds for the Morgan Stanley Sweep Banks of deposits through the sweep program in ordinary market conditions is lower than their cost of funds through some other sources, and the Morgan Stanley Sweep Banks also receive regulatory capital and liquidity benefits from using the sweep program as a source of funds as compared to some other funding sources. The income that a Morgan Stanley Sweep Bank will have the opportunity to earn through its lending and investing activities in ordinary market conditions is greater than the fees earned by us and our affiliates from managing and distributing the Money Market Funds which may be available to you as a sweep investment. Morgan Stanley has added Program Banks to the BDP in order to maximize the funding value of the deposits in BDP 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 considerations of 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. In return for receiving deposits through BDP, the Program Banks provide other deposits to the Morgan Stanley Sweep Banks. This reciprocal deposit relationship provides a low-cost source of funding, and capital and liquidity benefits to both the Program Banks and the Morgan Stanley Sweep Banks. The Program Banks pay a fee to a Program Administrator in connection with the reciprocal deposits, but the cost of that fee is not borne directly by Morgan Stanley clients. The Morgan Stanley Sweep Banks have discretion in setting the interest rates paid on deposits received through BDP and are under no legal or regulatory requirement to maximize those interest D. Compensation to Financial Advisors If you invest in one of the Programs described in this Brochure, a portion of the fees payable to us in connection with your account is allocated on an ongoing basis to your Financial Advisor /. The amount allocated to your Financial Advisor in connection with accounts opened in Programs described in this Brochure may be more than if you participated in other MSWM investment advisory programs, or if you paid separately for investment advice, brokerage and other services. The compensation we pay Financial Advisors with respect to program accounts may be higher than the compensation we pay Financial Advisors with respect to transaction-based brokerage accounts. Your Financial Advisor may therefore have a financial incentive to recommend 13  one of the programs in this Brochure instead of other MSWM programs or services. different programs, and assign different statuses to different Alternative Investments. As well as requiring Alternative Investments to be on the Alternatives Approved List, we may look at other factors in determining which Alternative Investments we offer in these Programs, including Program needs (such as whether we have a sufficient number of managers available in an asset class), client demand and the manager or Alternative Investment’s minimum account size. If you invest in one of the programs described in this Brochure, your Financial Advisor may charge a fee less than the maximum fee stated above. The amount of the fee you pay is a factor we use in calculating the compensation we pay your Financial Therefore, Financial Advisors have a financial Advisor. incentive not to reduce fees. If your fee rate is below a certain threshold, we give your Financial Advisor credit for less than the total amount of your fee in calculating his or her compensation. Therefore, Financial Advisors also have a financial incentive not to reduce fees below that threshold. Item 5: Account Requirements and Types of Clients In CP and DMS, the CP Manager and the DMS Manager, respectively, is exclusively responsible for the selection of managers for your portfolio as well as the review, approval, and monitoring of such Alternative Investments. Although MSWM has no involvement in the selection or review of the Alternative Investments, MSWM periodically conducts reviews of the CP Manager and the DMS Manager to confirm the appropriateness of the CP Manager, as a non-discretionary investment manager, or the DMS Manager, as a discretionary investment manager, to clients of MSWM. AIA does not have minimum account size requirements. CP and DMS have a minimum account size of $25,000,000, subject to exception approval by the CP Manager or the DMS Manager, respectively. Minimum investment sizes apply for each Alternative Investment in a program and generally range from $10,000 to $5,000,000 or higher. MSWM’s clients include individuals, trusts, banking or thrift institutions, pension and profit-sharing plans, plan participants, other pooled investment vehicles (e.g., hedge funds), charitable organizations, corporations, other businesses, state or municipal government entities, investment clubs and other entities. Selection of Alternative Investments In AIA, investment and business risk due diligence on Alternative Investments is provided by MSWM through (i) its Global Investment Manager Analysis Group (known as “GIMA”) , (ii) an affiliate of MSWM that may provide due diligence and monitoring services, or (iii) an independent consulting firm or other organization retained by MSWM (each, a “Due Diligence Service Provider”) that is also in the business of evaluating the capabilities of alternative investments. Any individuals or firm providing due diligence is expected to follow a methodology similar to that used by GIMA (described below), or a methodology approved by an MSWM alternative investments product review committee (“PRC”), in reviewing such alternative investments. In limited instances, select Financial Advisor teams may take on certain due diligence or monitoring obligations. To invest in an Alternative, you must meet certain eligibility and investment minimums imposed by MSWM. You will also be subject to additional investor criteria, such as “accredited investor” under Regulation D of the Securities Act of 1933, as amended, “qualified client” under the Advisers Act and/or “qualified purchaser” under the Investment Company Act of 1940, as amended. Item 6: Portfolio Manager Selection and Evaluation A. Selection and Review of Portfolio Managers and Funds for the Programs On an ongoing basis, the Due Diligence Provider conducts both quantitative and qualitative research on potential candidates. Their research includes, among other things, a review of relevant documents, calls and meetings with the investment team, and an analysis of investment performance. Generally, although the process may be modified for a particular manager or Alternative Investment as the Due Diligence Provider may deem appropriate, the Due Diligence Provider will typically also conduct on-site visits, review a separate business risk due diligence questionnaire and examine areas such as portfolio pricing, contingency planning, background checks on key principals and other items. Their due diligence covers the Alternative Investment in question, not the investments in which that Alternative Investment may in turn invest. For example, for a fund of funds, GIMA’s research process is applied to the fund of funds, and not to each individual fund in which the fund of funds invests. Also, when evaluating portfolio managers that may be recommended to clients to provide portfolio services, the due diligence typically covers the portfolio manager, not the investments which that portfolio manager may recommend. In AIA, we offer a wide range of investment managers that we have selected and approved. Item 4.A above describes the basis on which we recommend Alternative Investments to particular clients. This Item 6.A describes more generally how we approve, downgrade and terminate managers of Alternative Investments from AIA. Managers may only participate in the AIA program if they are on MSWM’s Alternatives Approved List (described below). Managers often offer more than one Alternative Investment. Additionally, we may include only some of those Alternative Investments (or only certain share classes of such Alternative Investment) in our Programs, may carry different Alternative Investments (or share classes) in 14  circumstances, may be transferred to a brokerage account, and (D) you will become solely responsible for any decision to remain invested in the Alternative Investment. To the extent you remain invested in the Alternative Investment after the status change to Terminate, you may request that MSWM continue to provide you with performance reports and account statements with respect to your investments in such Alternative Investments, as described in Item 4 above. (i) MSWM shall no If a new Alternative Investment is viewed as an appropriate candidate by the Due Diligence Provider, the vehicle is presented to the PRC. The PRC consists of senior MSWM representatives who are mandated to approve proposed candidates and reconfirm existing vehicles on a periodic basis. Once a new Alternative Investment is approved by the PRC, and all required due diligence materials are verified, it receives an “Approved” status, is placed on the Alternatives Approved List, a list of alternative investment vehicles in which qualified clients may invest and is available for allocations to qualified clients on a placement and/or, in some cases, an advisory basis. Certain Alternatives Investments on the Alternatives Approved List are available to qualified clients in AIA. If you wish to continue to continue to maintain your investment in an Alternative Investment that has received a status change to “Terminate”, longer provide any recommendation or advice regarding such alternative investment and (ii) in certain circumstances, you may be able to retain the Alternative Investment in a brokerage account. You may ask your Financial Advisor / Private Wealth Advisor about these options. Ongoing monitoring of managers and investment vehicles on the Alternatives Approved List is provided by the Due Diligence Provider or the firm which provided the original due diligence. In addition to manager-specific monitoring, the reviewer monitors overall market conditions in their specific strategies of expertise. Changes to Status of Alternative Investments in the AIA Program We may also terminate managers from AIA for other reasons (e.g., the manager has a low level of assets under management in the program, the manager has limited capacity for further investment, or the manager is not complying with our policies and procedures). Also, GIMA’s head of research can remove an alternative investment vehicle from the Alternatives Approved List without consulting the PRC, but the PRC will be notified of all such actions and have the right to call for an assessment of the decision. MSWM will, directly or through an affiliated or unaffiliated service provider, periodically monitor the Alternative Investments for purposes of determining whether they should remain on the Alternatives Approved List. From time to time, MSWM may decide to add, temporarily suspend, or remove certain Alternative Investments from the Alternatives Approved List by MSWM. The four statuses are “Approved”, “Watch”, “Redeem” and “Terminate”. If MSWM decides to remove an Alternative Investment from the Alternatives Approved List, the Alternative Investment will receive two status changes - first, to “Redeem” and later, to “Terminate”; which will impact the services MSWM provides and the fees you may pay on the Alternative Investment: Evaluation of Material Changes to Managers or Investment Products. If GIMA learns of a material change to a CP Manager, a DMS Manager, or a Alternative Investment (e.g., the departure of the manager of an Alternative Investment or a team of professionals), the Due Diligence Service Provider will evaluate the CP Manager, DMS Manager or the Alternative Investment in light of the change. This evaluation may take some time to complete. While this evaluation is being performed, the CP Manager, DMS Manager, or Alternative Investment may remain eligible for investment. The GIMA designation for the CP Manager, DMS Manager or the Alternative Investment will generally not be altered solely because this evaluation is in progress. MSWM will not necessarily notify clients of any such evaluation. • Redeem: If an Alternative Investment’s status is changed to “Redeem” or a similar designation, the Alternative Investment will no longer be available for new investments through MSWM. However, you can continue to remain invested in such Alternative Investment. MSWM (directly or through an affiliated or unaffiliated service provider selected and approved by MSWM) will continue to perform due diligence and charge you the fee set out in your Client Agreement until the status is changed to “Terminate”; or until sch date as MSWM might otherwise determine in its sole discretion. HedgePremier. In certain circumstances, when MSWM removes an Alternative Investment in which a HedgePremier Feeder invests (an “Underlying Fund”) from the Alternatives Approved List, the Underlying Fund’s general partner or manager may liquidate the HedgePremier Feeder’s full investment in such Underlying Fund. Any such decision to liquidate such Underlying Fund will be made solely by the Alternative Investment general partner or manager. MSWM will not have any ability to require, or prevent, such liquidation. to the investment manager of Watch Policy MSWM has a “Watch” policy for Alternative Investments Watch status indicates that, in available for investment. reviewing an Alternative Investment, the Due Diligence Provider has identified specific areas related to the Alternative Investment, the manager of the Alternative Investment, or the markets in general that (i) merit further evaluation by the Due Diligence Provider and (ii) may, but are not certain to, result in the permanent removal of the Alternative Investment from the • Terminate: If an Alternative Investment’s status is changed to “Terminate” (or a similar designation), unless otherwise agreed in writing between you and MSWM, (A) MSWM will terminate due diligence coverage of the Alternative Investment, (B), MSWM will cease acting as your investment adviser with respect to that Alternative Investment and you will stop paying the fee set out in your Client Agreement to pay any underlying (although you will continue management fees the Alternative Investment for as long as you remain invested in that Alternative Investment), (C) the Alternative Investment will no longer be part of the AIA account and in certain 15  These valuations Alternatives Approved List. Putting an Alternative Investment on Watch status is not a guarantee that GIMA will remove the Alternative Investment from the Alternatives Approved List. The duration of a Watch status depends on how long GIMA needs to evaluate the reason for the status change, which may include, among things, an evaluation of the markets, the Alternative Investment, and the manager of the Alternative Investment. GIMA may designate the Alternative Investment as Redeem status or otherwise change the status based on their evaluation of facts and circumstances. Valuations. Valuations used for account statement purposes and billing purposes, and for any performance reports, are obtained from or on behalf of the manager of each Alternative (and any corresponding Investment. benchmark index values) may be estimates, may be up to one year old as of the date MSWM produces your account statements/reports and calculates your fees and, in the case of index values, may be based on information from multiple sources. The final performance figures for the applicable period may be higher or lower, and MSWM is under no obligation to provide notice of, or compensation to, clients for any difference in performance. Accordingly, your fees paid to MSWM may be based on valuation estimates or valuations that may be time delayed. MSWM is under no obligation to retroactively adjust the fees paid by clients on such valuations. Focus List for Single Manager Hedge Funds and Fund of Hedge Funds In addition to the Alternatives Approved List, GIMA uses another method to classify single manager hedge funds and fund of hedge fund investment products that are available in applicable advisory programs. If you invest in a liquid Alternative Investment, your account documents may use an index as a benchmark (“Alternative Investments Index”). Each Alternative Investments Index is updated periodically, and values are subject to change. MSWM is not obligated to notify you of any such changes. The Alternative Investments Index values are likely to be more up to date than the data for the Alternative Investments for which it is the benchmark. You cannot invest in an Alternative Investment Index. For more information and a sample of the type of that may be selected see Alternative Investment Index https://www.hfr.com. Although all single manager hedge funds and fund of hedge funds available to MSWM clients meet GIMA’s investment and operational standards for inclusion on the platform and have been approved for distribution by the PRC, “Focus List” funds are single manager hedge funds and fund of hedge funds that GIMA believes may currently possess a competitive edge with regards to performance or capital preservation over a portion of, or full market cycle. Factors taken into consideration can include, but are not limited to, the strength of the investment team, portfolio construction, and risk management. GIMA’s views reflect its understanding of the firm as well as the single manager hedge fund or fund of hedge fund, and may change at any time. Alternative Investments may move from the Focus List to the Alternative Approved List, or vice versa. As part of its evaluation, GIMA may elect to put a Focus List or Alternative Approved List Alternative Investment on Watch, as described above under “Watch Policy” or may decide to otherwise change the status as described “Changes in Availability of Alternative Investments” above. B. Conflicts of Interest Conflicts of Interest – Affiliate Acting as Portfolio Manager In AIA, where permitted by law and except for Retirement Accounts, an affiliate of MSWM may act as the manager for one or more of your Alternative Investments. Where this occurs, we or our affiliates earn more money in your account from your investments in such investments than from other investment options. MSWM and the Financial Advisor / Private Wealth Advisor are also likely to earn more compensation if you invest in a program described in this Brochure than if you open a brokerage account to buy individual securities These relationships create a conflict of interest for us or our affiliates as there is a financial incentive to recommend the investments. Other Relationships with Managers and Alternative Investments. Some CP Managers, DMS Managers and Alternative Investments or their respective affiliates on the Approved List may have business relationships with us or our affiliates. For example, an Alternative Investment may use Morgan Stanley & Co. LLC (“MS&Co.”) or an affiliate as its broker or may be an investment banking client of MS&Co. or an affiliate. GIMA does not consider the existence or lack of a business relationship in determining whether to include or maintain an Alternative Investment, a CP Manager, or a DMS Manager on the Alternatives Approved List. Other Conflicts of Interest MSWM has various other conflicts of interests relating to the programs described in this Brochure. Neither MSWM nor a standards and the standards used Calculating Portfolio Managers’ Performance We do not calculate composite manager performance in the Programs. third-party reviews performance information to determine or verify its accuracy or its compliance with presentation therefore performance information may not be calculated on a uniform or consistent basis. Generally, the manager of the Alternative Investment determines to calculate performance data. Advisory vs. Brokerage Accounts. MSWM and your Financial Advisor are likely to earn more compensation if you invest in a Program described in this Brochure than if you open a brokerage account to buy individual securities (although, in a brokerage account, you may not receive all the benefits of the Programs described in this Brochure). In such instance, your Financial Advisors and MSWM have a financial incentive to recommend one of these Programs described in this Brochure. We address this conflict of interest by disclosing it to you and by requiring Financial Advisors’ supervisors to review your account at 16  account-opening to ensure that it is appropriate for you in light of matters such as your investment objectives and financial circumstances. Fee, we credit such fee to your account as described further in Item 4.C. Also, we do not share this money with your Financial Advisor / Private Wealth Advisor (i.e. the compensation we pay to your Financial Advisor is not affected by the payments we receive from the Alternative Investments). Therefore, your Financial Advisor does not have an incentive to recommend Alternative Investments in your account, or to recommend certain Alternative Investments rather than other Alternative Investments in any of the Programs in this Brochure. Also, please see Item 4.C above (Additional Fees – Alternatives in Advisory Programs – Expense Payments and Fees for Data Analytics) for more information. MSWM as Solicitor. MSWM enters into agreements with investment advisers that are also DMS Managers pursuant to which MSWM will agree to introduce clients to the adviser to provide the same portfolio advisory services offered through that same adviser in DMS. Under these “solicitation” relationships, MSWM will receive compensation from the adviser for the referral. Clients that are investing on an advisory basis through DMS may pay higher fees than if they had been made through a solicitation relationship with the sane adviser who is also a DMS Manager. Investment managers may also sponsor their own educational conferences and pay expenses of Financial Advisors attending these events. MSWM’s policies require that the training or educational portion of these conferences comprises substantially all of the event. Investment managers may sponsor educational meetings or seminars in which clients as well as Financial Advisors are invited to participate. Investment managers are allowed to occasionally give nominal gifts to Financial Advisors, and to occasionally entertain Financial Advisors, subject to a limit of $1,000 per employee per year. MSWM’s non-cash compensation policies set conditions for each of these types of payments, and do not permit any gifts or entertainment conditioned on achieving a sales target. MSWM as Placement Agent. MSWM also acts as placement agent for certain Alternative Investments that are available through MSWM on a non-advisory basis. When an Alternative Investment is purchased on a placement basis, different terms and conditions, including different fee arrangements, may apply. For example, when a client invests in a HedgePremier Feeder on a placement basis, they do not pay an ongoing advisory fee. However, they pay an upfront placement fee and MSWM receives a higher HedgePremier Administrative Servicing Fee on such investment. A client investing on an advisory basis may pay higher fees, in the aggregate, than if such investment had been made on a placement basis. We address conflicts of interest by ensuring that any payments described in this “Payments from Managers of Alternative Investments” section do not relate to any particular transactions or investment made by MSWM clients with investment managers. Investment managers participating in any Program described in this Brochure are not required to make any of these types of payments. The payments described in this section comply with FINRA rules relating to such activities. to address Extensions of Credit by MSWM and Affiliates. In connection with your investments made through the Programs, you may pledge eligible Alternative Investments as collateral for certain extensions of credit made by MSWM or its affiliates. To the extent that MSWM or an affiliate receives profits in connection with such extensions of credit, any such profits shall be separate and apart from, and in addition to, any profit MSWM derives from any Program. MSWM and its affiliates have a conflict of interest in recommending a purchase or allocation to Alternative Investments and an extension of credit in connection with such Alternative Investments, if such assets pledged as collateral for the extension of credit need to be liquidated by MSWM or an affiliate in connection with the exercise of rights and remedies under the terms of the extension of credit. Oversubscription Policy. From time to time, MSWM may have limited access to opportunities to place clients in, or recommend client to, Alternative Investments. Under these circumstances, when the aggregate MSWM client subscriptions for an Alternative Investment exceeds the capacity given to MSWM by the Alternative Investment manager, the Alternative Investment will be oversubscribed. Where an Alternative Investment is oversubscribed, MSWM will reduce client orders on a pro rata basis the Alternative the oversubscription of Investment until MSWM capacity is met. If the application of the reduction results in an additional fee imposed by the Alternative Investment manager or such a reduction would result in a client not meeting the minimum allowable investment agreed upon with the Alternative Investment manager or required by law, MSWM 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. MSWM is not required to allot or prioritize a client for any additional capacity that may become available following the client’s subscription for your reduced amount in such Alternative Investment. MSWM may change its policy to ensure that the process, as it relates to its advisory clients, remains fair, equitable and consistent with its fiduciary duty to such clients. investing from Managers of Alternative Investments. Employees in Affiliated Alternative Investment Vehicles. Employees of MSWM and/or its affiliate may invest directly or indirectly in Alternative Investments managed by or sponsored by an affiliate of MSWM and may pay a reduced management fee or may not be subject to carried interest. Payments Managers of Alternative Investments offered in the programs described in this Brochure may agree to pay us the types of payments described above in Item 4.C. We have a conflict of interest in offering Alternative Investments because we or our affiliates, in most instances, earn more money in your account from your investments in Alternative Investments than from other investment options. However, in cases where we receive a portion of the management fee paid by you to a manager of an Alternative Investment and we charge a Morgan Stanley Advisory Due Diligence Service Providers. MSWM retains various service providers to provide MSWM due diligence services on Alternative Investments that MSWM makes available to its clients. MSWM conducts an initial and ongoing review of each provider to affirm their ability to deliver due diligence services to MSWM. These providers receive compensation which may 17  in certain investment advisory programs, MSWM may be compelled to forgo trading in, or providing advice regarding, Morgan Stanley securities, and in certain related securities. These restrictions may adversely impact your account performance. MSWM, the managers and their affiliates may also develop analyses and/or evaluations of securities sold in a Program described in this Brochure, as well as buy and sell interests in securities on behalf of its proprietary or client accounts. These analyses, evaluations and purchase and sale activities are proprietary and confidential, and MSWM will not disclose them to clients. MSWM may not be able to act, in respect of clients’ account, on any such information, analyses or evaluations. vary in amount from MSWM for these services. Morgan Stanley AIP GP LP (“AIP”), an affiliate of MSWM, is one of the service providers retained by MSWM. As a result of this arrangement, MSWM may pay AIP more than it pays unaffiliated service providers for similar services. This arrangement between MSWM and AIP may create conflicts because AIP may be incentivized to diligence one Alternative Investment over another or continue to recommend an Alternative Investment based on the sales of the manager of the Alternative Investment. MSWM mitigates these conflicts by subjecting AIP to similar due diligence standards as MSWM’s unaffiliated providers. In addition, most Alternative Investments that receive due diligence services are periodically revalidated through a MSWM PRC. Also, MSWM clients do not pay the service fees directly. Instead, MSWM includes these fees as part of the costs associated with the Programs. MSWM, investment managers as well as our and their affiliates are not obligated to effect any transaction that they believe would violate federal or state law, or the regulations of any regulatory or self-regulatory body. Different Advice. MSWM, and its affiliates may give different advice, take different action, receive more or less compensation, or hold or deal in different securities for any other party, client or account (including their own accounts or those of their affiliates) from the advice given, actions taken, compensation received or securities held or dealt for your account. Research Reports. MS&Co. does business with companies covered by their respective research groups. Furthermore, MS&Co. and its affiliates and client accounts, may hold a trading position (long or short) in, and client accounts may hold, the securities of companies subject to such research or the securities of companies that are affiliates of such companies. Therefore, MS&Co. has a conflict of interest that could affect the objectivity of its research reports. Trading or Issuing Securities in, or Linked to Securities in, Client Accounts. MSWM and its affiliates may provide bids and offers, and may act as a principal market maker, in respect of the same securities held in client accounts. MSWM, its affiliates, the investment managers in its programs, and their affiliates and employees may hold a position (long or short) in the same securities held in client accounts. MSWM and/or its affiliates are regular issuers of traded financial instruments linked to securities that may be purchased in client accounts. From time to time, the trading of MSWM, a manager, or their affiliates – both for their proprietary account and for client accounts – may be detrimental to securities held by a client and thus create a conflict of interest between those trades and the investment advisory services that MSWM or a manager provides to you. Certain Trading Systems. MSWM may effect trades or securities lending transactions on behalf of client accounts through exchanges, electronic communication networks or other alternative trading systems (“Trading Systems”), including Trading Systems with respect to which MSWM or its affiliates may have a non-controlling direct or indirect ownership interest or right to appoint a board member or observer. If MSWM directly or indirectly effects client trades or transactions through Trading Systems in which MSWM or its affiliates have an ownership interest, MSWM or its affiliates may receive an indirect economic benefit based on their ownership interest. In addition, subject at all times to its obligations to obtain best execution for its customers’ orders, it is contemplated that MSWM will route certain customer order flow to its affiliates. Currently, MSWM and/or its affiliates own equity interests (or interests convertible into equity) of 5% or more in certain Trading Systems or their parent companies, including MEMEX Holdings LLC; OTCDeriv Limited; EOS Precious Metals Limited; CreditDeriv Limited; FXGLOBALCLEAR; Dubai Mercantile Exchange; Japan Securities Depository Center Inc.; Yensai.com Co., Ltd; and Octaura Holdings LLC. Services Provided to Other Clients. MSWM, its affiliates, investment managers and their affiliates provide a variety of services (including research, brokerage, asset management, trading, lending, and investment banking services) for each other, for various clients (including issuers of securities that may be recommended for purchase or sale by clients or are otherwise held in client accounts), and for investment managers in the Program. MSWM, its affiliates, investment managers and their affiliates receive compensation and fees in connection with these services. MSWM believes that the nature and range of clients to which such services are rendered is such that it would be inadvisable to exclude categorically all of these issuers or companies from an account. Accordingly, it is likely that securities in an account will include some of the securities of companies for which MSWM, its affiliates, investment managers and their affiliates perform investment banking or other services. The Trading Systems on which MSWM trades or effects securities lending transactions for client accounts and in which MSWM or its affiliates own interests may change from time to time. You may contact your Financial Advisor for an up-to-date list of Trading Systems in which MSWM or its affiliates own interests and on which MSWM and/or MS&Co. trade for client accounts. Certain Trading Systems offer cash credits for orders that provide liquidity to their books and charge explicit fees for orders that Restrictions on Securities Transactions. There may be periods during which MSWM or investment managers are not permitted to initiate or recommend certain types of transactions in the securities of issuers for which MSWM or one of its affiliates is performing broker-dealer or investment banking services or have confidential or material non-public information. Furthermore, 18  extract liquidity from their books. From time to time, the amount of credits that MSWM and/or MS&Co. receive from one or more Trading System may exceed the amount that is charged. Under these limited circumstances, such payments would constitute payment for order flow. and DMS as noted above. Although some investment managers and/or some investment strategies may be available in more than one Program, each program may offer investment managers and other features that are not available in other MSWM programs. We and our affiliates will receive more aggregate fees when you invest with a manager affiliated with us than if you invest with a manager that is not affiliated with us. Thus, MSWM and its Financial Advisors have a conflict of interest when identifying affiliated managers to you. Similarly, if a manager is not affiliated with us but we have an ownership share in the manager, we and our Financial Advisors have a conflict of interest in identifying that manager to you because, as an owner, we benefit from the manager’s profits. Certain Trading Systems through which MSWM, and/or MS&Co. may directly or indirectly effect client trades execute transactions on a “blind” basis, so that a party to a transaction does not know the identity of the counterparty to the transaction. It is possible that an order for a client account that is executed through such a Trading System could be automatically matched with a counterparty that is (i) another investment advisory or brokerage client of MSWM or one of its affiliates or (ii) MSWM or one of its affiliates acting for its own proprietary accounts. in Underwriting Syndicate; Other MSWM Affiliate Relationships with Security Issuers. If an affiliate of MSWM is a member of the underwriting syndicate from which a security is purchased, we or our affiliates may directly or indirectly benefit from such purchase. Nonpublic Information. In the course of investment banking or other activities, MSWM, managers of Alternative Investments, and each of their respective affiliates and agents may from time to time acquire confidential or material nonpublic information that may prevent them, for a period of time, from purchasing or selling particular securities for your account. You acknowledge and agree that MSWM, managers of Alternative Investments, and each of our and their respective affiliates and agents will not be free to divulge or to act upon this information with respect to our or their advisory or brokerage activities, including our and their activities with regard to your account. This may adversely impact the investment performance of your account. Benefits to Financial Advisors. Client understands that MSWM, its Financial Advisors, or MSWM affiliates may receive a financial benefit from an Alternative Investment manager through referrals of brokerage or investment advisory accounts to MSWM or to the Financial Advisor or MSWM affiliates by such manager. Other Investment Products Available. Alternative Investment managers may offer to the public other investment products such as other alternative investment funds, separately managed accounts, and mutual funds with similar investment styles and holdings as those investment products offered through the Programs. Such products may be offered at differing fees and charges that may be higher or lower than the fees imposed by MSWM under an on of the Programs. Item 7: Client Information Provided to Portfolio Managers MSWM and/or its affiliates have a variety of relationships with, and provide a variety of services to, issuers of securities recommended for client accounts, including investment banking, corporate advisory and services, underwriting, consulting, and brokerage relationships. As a result of these relationships with an issuer, MSWM or its affiliates may directly or indirectly benefit from a client’s purchase or sale of a security of the issuer. For example, MSWM or its affiliates may provide hedging services for compensation to issuers of structured investments (such as structured notes) recommended for client accounts. In such a case, MSWM or its affiliates could benefit if a client account purchased such an instrument or sold such an instrument to another purchaser in lieu of selling or redeeming the instrument back to the issuer, as such transactions could result in the issuer of the instrument continuing to pay MSWM or its affiliates fees or other compensation for the hedging services related to such instrument. Similarly, if the hedging service with respect to such an instrument is not profitable for MSWM or its affiliates, MSWM or its affiliates may benefit if MSWM’s client accounts holding such instruments sold or redeemed them back to the issuer. Also, in the event of corporate actions with respect to securities held in client accounts, to the extent such corporate actions result in exchanges, tender offers or similar transactions, MSWM and/or its affiliates may participate in and/or advise on such transactions and receive compensation. The interest of MSWM’s affiliates in these corporate actions may conflict with the interest of MSWM clients. In addition, where an affiliate of MSWM is representing or advising the issuer in a transaction, the interest of the issuer may conflict with client interests and create a potential conflict of interest for MSWM. MSWM also provides various services to issuers, their affiliates and insiders, including but not limited to, stock plan services and financial education for which MSWM receives compensation. Affiliated Sweep Investments. MSWM has a conflict of interest in selecting or recommending BDP or Money Market Funds as the Sweep Investment. See Item 4.C above for more information. We may send certain information about you and your account to the manager or other service provider of your Alternative Investment, the CP Manager, or the DMS Manager, as applicable. This information may include your name, whether or not your account is taxable, state/country of residence, your risk tolerance, and restrictions). If you are an individual, we may provide further information about you and your financial situation, which may include your contact details, social security number, date of birth, citizenship, occupation, net worth and income. If you are an entity, we may request from you and provide information about each key controller, direct owner and indirect owner of the entity and, if the key controller or owner is an individual, further information about the individual as noted above. In certain instances, the information may be provided to the manager or other service provider of your Alternative Investment in order for you to invest or maintain an investment. Affiliated Managers. From time to time, we may offer managers in the Programs that are affiliated with us including in AIA, CP 19  We may also provide updated information to the CP Manager or DMS Manager when needed for the manager to manage or provide services to your account;such as, for example, changes in restrictions on the securities, or categories of securities, that your account can hold, updates to the information you provide to us relating to your key controllers, and your direct and indirect owners. The CP Manager and DMS Manager can also request information directly from you, from time to time. Item 8: Client Contact with Portfolio Managers charged fees in excess of what was disclosed to and agreed to by their clients. The SEC also found that MSWM failed to comply with requirements regarding annual surprise custody examinations for the years 2011 and 2012, did not maintain certain client contracts, and failed to adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act. The SEC found that, in relation to the foregoing, MSWM willfully violated certain sections of the Advisers Act. In determining to accept the offer resulting in the January 2017 Order, the SEC considered the remedial efforts promptly undertaken by MSWM. MSWM consented, without admitting or denying the findings, to a censure, to cease and desist from committing or causing future violations, to certain undertakings related to fee billing, books and records and client notices and to pay a civil penalty of $13,000,000. You can contact your Financial Advisor at any time during normal business hours. Additionally, we do not restrict you from contacting and consulting with the managers of your Alternative Investment Investment. In CP and DMS, you have a direct contractual relationship with the CP Manager or DMS Manager and may contact them directly at any time. Item 9: Additional Information Disciplinary Information This section contains information on certain legal and disciplinary events. • On February 14, 2017, the SEC entered into a settlement order with MSWM settling an administrative action. The SEC found that from March 2010 through July 2015, MSWM solicited approximately 600 non-discretionary advisory accounts to purchase one or more of eight single inverse exchange traded funds ("SIETFs"), without fully complying with its internal written compliance policies and procedures related to these SIETFs, which among other things required that clients execute a disclosure notice, describing the SIETF’s features and risks, prior to purchasing them, for MSWM to maintain the notice, and for subsequent related reviews to be performed. The SEC found that, despite being aware of deficiencies with its compliance and documentation of the policy requirements, MSWM did not conduct a comprehensive analysis to identify and correct past failures where the disclosure notices may not have been obtained and to prevent future violations from occurring. The SEC found that, in relation to the foregoing, MSWM willfully violated section 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-7 thereunder. MSWM admitted to certain facts and consented to a censure, to cease and desist from committing or causing future violations, and to pay a civil penalty of $8,000,000. • On June 8, 2016, the SEC entered into a settlement order with MSWM (“June 8 Order”) settling an administrative action. In this matter, the SEC found that MSWM willfully violated Rule 30(a) of Regulation S-P (17 C. F. R. § 248.30(a)) (the “Safeguards Rule”). In particular, the SEC found that, prior to December 2014, although MSWM had adopted written policies and procedures relating to the protection of customer records and information, those policies and procedures were not reasonably designed to safeguard its customers’ personally identifiable information as required by the Safeguards Rule and therefore failed to prevent a MSWM employee, who was subsequently terminated, from misappropriating customer account information. In determining to accept the offer resulting in the June 8 Order, the SEC considered the remedial efforts promptly undertaken by MSWM and MSWM’s cooperation afforded to the SEC Staff. MSWM consented, without admitting or denying the findings, to a censure, to cease and desist from committing or causing future violations, and to pay a civil penalty of $1,000,000. (“January 2017 Order”) to • On January 13, 2017, the SEC entered into a settlement order with MSWM settling an administrative action. The SEC found that from 2009 through 2015, MSWM inadvertently charged advisory fees in excess of what had been disclosed to, and agreed to by, its legacy CGM clients (Citigroup Global Markets Inc., a predecessor to MSWM, and, from 2002 to 2009 and from 2009 to 2016, MS&Co. and MSWM, respectively, inadvertently • On June 29, 2018, the SEC entered into a settlement order with MSWM settling an administrative action which relates to misappropriation of client funds in four related accounts by a single former MSWM financial advisor (“FA”). The SEC found that MSWM failed to adopt and implement policies and procedures or systems reasonably designed to prevent personnel from misappropriating assets in client accounts. The SEC specifically found that, over the course of eleven months, the FA initiated unauthorized transactions in the four related client accounts in order to misappropriate client funds. The SEC found that while MSWM policies provided for certain reviews prior to issuing disbursements, such reviews were not reasonably designed to prevent FAs from misappropriating client funds. Upon being informed of the issue by representatives of the FA’s affected clients, MSWM promptly conducted an internal investigation, terminated the FA, and reported the fraud to law enforcement agencies. MSWM also fully repaid the affected clients, made significant enhancements its policies, procedures and systems (“Enhanced MSWM Policies”) and hired additional fraud operations personnel. The SEC found that MSWM willfully violated section 206(4) of the Advisers Act and Rule 206(4)-7 20  including certifications related to thereunder. The SEC also found that MSWM failed to supervise the FA pursuant to its obligations under Section 203(e)(6) of the Advisers Act. MSWM consented, without admitting or denying the findings, to a censure; to cease and desist from committing or causing future violations; to certain undertakings, the implementation and adequacy of the Enhanced MSWM Policies and to pay a civil penalty of $3,600,000. information provided adopt and implement policies and procedures reasonably designed to prevent and detect unauthorized externally- initiated ACH payments and unauthorized cash wires. Upon being informed of the potential unauthorized activity in the customer accounts of two of the FAs, MSWM promptly investigated the matters, terminated the FAs, reported the fraud to law enforcement agencies, and fully repaid the affected clients. MSWM also conducted a retroactive review of payment instructions for externally-initiated ACH payment instructions, which led to the identification of misconduct by the other two FAs. MSWM accordingly terminated the other two FAs and reported the misconduct to SEC staff. On its own initiative, MSWM instituted new written procedures to address the conduct at issue and retained an independent compliance consultant to perform a review and assessment. The SEC found that MSWM willfully violated section 206(4) of the Investment Advisers Act of 1940 (“Advisers Act”) and Rule 206(4)-7 thereunder. The SEC also found that MSWM failed to supervise the FAs within the meaning of Section 203(e)(6) of the Advisers Act and/or Section 15(b)(4)(E) of the Securities Exchange Act of 1934. MSWM consented, without admitting or denying the findings, to a censure; to cease and desist from committing or causing future violations; to certain undertakings, including the retention of an Independent Compliance Consultant to review MSWM’s policies, procedures and controls related to the conduct in the Order and to pay a civil penalty of $15,000,000. MSWM’s Form ADV Part 1 contains further information about its disciplinary history, and is available on request from your Financial Advisor or on the SEC’s website. Other Financial Industry Activities and Affiliations Morgan Stanley (“Morgan Stanley Parent”) is a financial holding company under the Bank Holding Company Act of 1956. Morgan Stanley Parent is a corporation whose shares are publicly held and traded on the New York Stock Exchange. MSWM is a wholly owned indirect subsidiary of Morgan Stanley Parent. Activities of Morgan Stanley Parent. Morgan Stanley Parent is a global firm engaging, through its various subsidiaries, in a wide range of financial services including: • securities underwriting, distribution, trading, merger, acquisition, restructuring, real estate, project finance and other corporate finance advisory activities • On May 12, 2020, the SEC entered into a settlement order with MSWM settling an administrative action which relates to certain in marketing and client communications to retail advisory clients in MSWM’s wrap fee programs with third-party managers and MSWM’s policies and procedures related to trades not executed at MSWM. In the applicable wrap fee programs, the third-party manager has the discretion to place orders for trade execution on clients’ behalf at a broker-dealer other than Morgan Stanley. MSWM permits managers to “trade away” from MSWM in this manner in order to seek best execution for trades. The SEC found that, from at least October 2012 through June 2017, MSWM provided incomplete and inaccurate information indicating that MSWM executed most client trades and that, while additional transaction-based costs were possible, clients did not actually incur them in the ordinary course. The SEC found that this information was misleading for certain retail clients because some wrap managers directed most, and sometimes all, client trades to third-party broker-dealers for execution, which resulted in certain clients paying transaction-based charges that were not visible to them. The SEC also found that, on occasion, wrap managers directed trades to MSWM-affiliated broker-dealers in which clients incurred transaction-based charges in violation of MSWM’s affiliate trading policies without detection by MSWM. The SEC noted in the order that it considered certain remedial acts undertaken by MSWM in determining to accept the order, including MSWM enhancing its disclosures to clients, implementing training of financial advisors, enhancing relevant policies and procedures, and refunding clients’ transaction-based charges paid to Morgan Stanley affiliates. The SEC found that MSWM willfully violated certain sections of the Investment Advisers Act of 1940, specifically Sections 206(2) and 206(4) and Rule 206(4)-7 thereunder. MSWM consented, without admitting or denying the findings and without adjudication of any issue of law or fact, to a censure; to cease and desist from committing or causing future violations; and to pay a civil penalty of $5,000,000. • merchant banking and other principal investment activities • brokerage and research services • asset management • trading of foreign exchange, commodities and structured financial products and • global custody, securities clearance services, and securities lending. that MSWM’s • On December 9, 2024, the SEC entered into a settlement order with MSWM settling an administrative action, which relates to misappropriation of client funds in brokerage and advisory accounts by four former MSWM financial advisors ( “FAs”). The SEC found that MSWM failed to adopt and implement policies and procedures reasonably designed to prevent personnel from misusing and misappropriating funds in client accounts and inadequate policies and procedures and systems to implement them led to its failure reasonably to supervise the four FAs, who misappropriated funds from client and customer accounts while employed at MSWM. Specifically, the SEC found that MSWM failed to Broker-Dealer, Commodity Pool Operator, or Commodity Trading Adviser Registration Status. As well as being a registered investment adviser, MSWM is registered as a broker- dealer. MSWM has related persons that are commodity pool 21  the investment companies pursuant to Rule 12b-l under the Investment Company Act of 1940). Investment Management operators (Ceres Managed Futures LLC, Morgan Stanley AIP GP LP, and Morgan Stanley Investment Management Inc., Morgan Stanley Cayman Ltd., Morgan Stanley AIP Cayman GP Ltd., Morgan Stanley Alternative Investment Partners LP, and Eaton Vance Management) and commodity trading advisers (Ceres Managed Futures LLC, Morgan Stanley AIP GP LP and Morgan Stanley Inc., Eaton Vance Management). For a full listing of affiliated investment advisers, please see the ADV Part I. Related persons of MSWM act as a general partner, administrative agent or special limited partner of a limited partnership or managing member or special member of a limited liability company to which such related persons serve as adviser or sub- adviser and in which clients have been solicited in a brokerage or advisory capacity to invest. In some cases, the general partner of a limited partnership is entitled to receive an incentive allocation from a partnership. Restrictions on Executing Trades. As MSWM is affiliated with MS&Co. and its affiliates, the following restrictions apply when executing client trades: See Item 4.C above for a description of cash sweep investments managed or held by related persons of MSWM. • MSWM and MS&Co. generally do not act as principal in executing trades for MSWM investment advisory clients, except in limited circumstances as permitted by law. See Item 6.B above for a description of various conflicts of interest. Market Transition Away from LIBOR. • Regulatory restrictions may limit your ability to purchase, hold or sell equity and debt issued by Morgan Stanley Parent and its affiliates in some investment advisory programs. • Certain regulatory requirements may limit MSWM’s ability to execute transactions through alternative execution services (e.g., electronic communication networks and crossing networks) owned by MSWM, MS&Co., or their affiliates. restrictions may adversely The following applies to holders of products directly or indirectly linked to the London Interbank Offered Rate (“LIBOR”) or the Secured Overnight Financing Rate (“SOFR”) and investors that are considering purchasing such products. Depending on your current holdings and investment plans, this information may or may not be applicable to you. impact client account These performance. See Item 6.B above for conflicts arising from our affiliation with MS&Co. and its affiliates. LIBOR had been a widely used interest rate benchmark in bond, loan and derivative contracts, as well as consumer lending instruments such as mortgages. However, as a result of concerns with the integrity of LIBOR and how it is determined, LIBOR will cease to be published and will be replaced by alternative reference rates. Related Investment Advisors and Other Service Providers. MSWM has related persons that are the investment advisers to mutual funds or Alternative Investments in various investment advisory programs, including MSIM, Morgan Stanley Investment Management Limited and Consulting Group Advisory Services LLC, as well as Eaton Vance Management and its affiliates. If you invest your assets in an affiliated mutual fund or Alternative Investment, MSWM and its affiliates earn more money than if you invest in an unaffiliated mutual fund or Alternative Investment. Generally, Retirement Accounts, MSWM rebates or offsets fees so that MSWM complies with IRS and Department of Labor rules and regulations. Morgan Stanley AIP GP LP (AIP), an affiliate of MSWMmay also serve as a CP Manager or DMS Manager to clients in CP and DMS. Specifically, overnight and one-, three-, six- and 12-month USD LIBOR will no longer be published after June 30, 2023. However, regulators have indicated that the time until then is to be used only for managing existing LIBOR-based products. All settings for GBP, EUR, JPY and CHF LIBOR, and one-week and two-month settings for USD LIBOR, are no longer being published, although synthetic versions of GBP and JPY LIBOR rates will be published for a period of time. The committee convened by the U.S. Federal Reserve Board and the Federal Reserve Bank of New York, the Alternative Reference Rates Committee (ARRC), has selected SOFR as the recommended alternative benchmark rate to USD LIBOR. serves MSIM in various advisory, management, and administrative capacities to open-end and closed-end investment companies and other portfolios (some of which are listed on the NYSE). Morgan Stanley Services Company Inc., its wholly owned subsidiary, provides limited transfer agency services to certain open-end investment companies. such products as your Morgan Stanley Distribution Inc. serves as distributor for these open-end investment companies and has entered into selected dealer agreements with MSWM and affiliates. Morgan Stanley Distribution Inc. also may enter into selected dealer agreements with other dealers. Under many of these agreements, MSWM and affiliates, and other selected dealers, are compensated for sale of fund shares to clients on a brokerage basis, and for shareholder servicing (including pursuant to plans of distribution adopted by The market transition away from LIBOR to alternative rates is complex and could have a range of impacts on financial products and transactions directly or indirectly linked to LIBOR. For example, the fallback provisions in your LIBOR-based products, or the absence thereof, could have an adverse effect on the value of investment as well strategy. Documentation governing existing LIBOR-based products may contain “fallback provisions”, which provide for how the applicable interest rate will be calculated if LIBOR ceases or is otherwise unavailable. Fallback provisions can materially differ across products and even within a given asset class. Furthermore, such provisions may not contemplate alternative reference rates such as SOFR (in particular in older documentation) and/or may result in increased uncertainty and the product when LIBOR change the economics of 22  ceases. Clients utilizing hedging strategies may also face basis risk due to inconsistent fallback provisions in their various investments. Recently, federal legislation was signed into law that will provide for a SOFR-based rate plus a spread to replace LIBOR for those contracts without effective fallback provisions. securities transactions or activities that involve a material conflict of interest, possible diversion of a corporate opportunity, or the appearance of impropriety. Access Persons must always place the interests of MSWM’s clients above their own and must never use knowledge of client transactions acquired in the course of their work to their own advantage. Supervisors are required to use reasonable supervision to detect and prevent any violations of the Code by the individuals, branches and departments that they supervise. With respect to an investment in SOFR-linked products and products that will fall back to SOFR, you should understand the terms of the particular product and the related risks. The composition and characteristics of SOFR are not the same as LIBOR and, as a result, SOFR may not perform in the same way as LIBOR would have. Further, the SOFR-linked products that have been issued to date apply different market conventions to calculate interest and therefore these products have different risks and considerations. • The Code generally operates to protect against conflicts of interest either by subjecting activities of an Access Person to specified limitations (including pre-approval requirements) or by prohibiting certain activities. Key provisions of the Code include: The requirement for certain Access Persons, because of their potential access to non-public information, to obtain their supervisors’ prior written approval or provide pre-trade notification before executing certain securities transactions for their personal securities accounts; • Additional restrictions on personal securities transaction activities applicable to certain Employees (including Financial Advisors and other MSWM employees who act as portfolio managers investment advisory in MSWM programs); Affiliates of MSWM participate on central bank committees that have been selecting alternative rates and developing transition plans for trading these new rates. In addition, MSWM and its affiliates may have interests with respect to LIBOR- and SOFR- linked products that conflict with yours as an investor. As with any investment, make sure you understand the terms of any LIBOR- and SOFR-based products you hold and the terms of those that you are considering purchasing. Other products and services offered by or through MSWM or its affiliates, such as loans and mortgage products, may have different terms and conditions and may be affected by the potential replacement of LIBOR differently than LIBOR-based securities. • Requirements for certain Access Persons to provide initial and annual reports of holdings in their Access Persons securities accounts, along with quarterly transaction information in those accounts; and • Additional requirements for pre-clearance of other activities including, but not limited to, Outside Business Activities, Gifts and Entertainment, and U.S. Political Contribution and Political Solicitation Activity. This is a developing situation and the above information is subject to change. For more information on the potential replacement of LIBOR, the recommended alternative rate, SOFR, and certain considerations relating to LIBOR- and SOFR-linked products, please see www.morganstanley.com/wm/LIBOR. Please also contact a member of your Morgan Stanley team for information, including if you have questions about whether you hold LIBOR- based products. You can obtain a copy of the Code of Ethics from your Financial Advisor. Proxy Voting See Item 6.B above, for a description of Conflicts of Interest. Reviewing Accounts At account opening, your Financial Advisor reviews your account to ensure that it and your investment strategy are appropriate for you in light of your investment objectives, risk tolerance, and financial circumstances. MSWM does not offer proxy voting services to its clients in its AIA, DMS and CP programs. Clients in such programs may elect to retain authority and responsibility to vote proxies for their account or delegate discretion to vote proxies to a third party (other than MSWM). Any proxies that you receive in relation to Alternative Investments in your account will generally be provided directly from the administrator, custodian or transfer agent of the Alternative Investment. We cannot advise you on any particular proxy solicitation. We will not provide advice or take action with respect to legal proceedings (including bankruptcies) relating to the securities in your account. Your Financial Advisor is then responsible for reviewing your account on an ongoing basis. Your Financial Advisor may recommend changes to your portfolio at any time according to market conditions. We will ask you at least annually if your investment objectives have changed. If your objectives change, your Financial Advisor will modify your portfolio to be appropriate for your needs. Code of Ethics See Item 4.A above for a discussion of account statements, and Quarterly Performance Reports. The MSWM US Investment Advisory Code of Ethics (“Code”) applies to MSWM’s employees, supervisors, officers and directors engaged in offering or providing investment advisory products and/or services (collectively, the “Access Persons”). In essence, the Code prohibits Access Persons from engaging in 23  Client Referrals and Other Compensation See “Payments from Managers of Alternative Investments” and “Payments from Managers” in Item 6.B above. MSWM may compensate affiliated and unrelated third parties for client referrals in accordance with Rule 206(4)-1 of the Advisers Act. If you open an account in an investment advisory program, the compensation paid to any such entity will typically consist of an ongoing cash payment stated as a percentage of MSWM’s advisory fee or a one-time flat fee but may include cash payments determined in other ways. Financial Information MSWM is not required to include a balance sheet in this Brochure because MSWM does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. MSWM does not have any financial conditions that are reasonably likely to impair its ability to meet its contractual commitments to clients. MSWM and its predecessors have not been the subject of a bankruptcy petition during the past 10 years. 24  Exhibit: Affiliated Money Market Funds Fee Disclosure Statement and Float Disclosure Statement Sweep Vehicles in Retirement Accounts Retirement Accounts generally effect temporary sweep transactions of new free credit balances into Deposit Accounts established under the Bank Deposit Program. The table below describes the fees and expenses charged to sweep assets invested in shares of the Money Market Funds in which the account invests (expressed as a percentage of each fund’s average daily net assets for the stated fiscal year). Note that: • The rate of Advisory Fee and Distribution and Service Fees (including 12b-1 fees) (whether in basis points or dollars) cannot be increased without first obtaining shareholder approval. • Expenses designated as “Other Expenses” include all expenses not otherwise disclosed in the table that were deducted from each fund’s assets or charged to all shareholder accounts in the stated fiscal year (and may change from year to year). These fees and expenses are generally paid to MSIM MSWM and/or their affiliates for services performed. The aggregate amount of these fees is stated in the tables below. The amounts of expenses deducted from a fund’s assets are shown in each fund’s statement of operations in its annual report. Morgan Stanley Investment Management (and/or its affiliates) may, from time to time, waive part or all of its advisory fee or assume or reimburse some of a fund’s operating expenses. (This may be for a limited duration.) Such actions are noted in the fund’s prospectus and/or statement of additional information. The table below shows the Total Annual Fund Operating Expenses (before management fee waivers and/or expense reimbursements) and the Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements. MSWM reasonably expects to provide services as a fiduciary (as that term is defined under ERISA or the Code) with respect to Retirement Accounts. MSWM believes that investing in shares of the funds for sweep purposes is appropriate for Retirement Accounts because using professionally managed money market funds allows you to access cash on an immediate basis, while providing a rate of return on your cash positions pending investment. As is typical of such arrangements, we use only affiliated money funds for this purpose. MSWM also believes that investing a Retirement Account’s assets in the Deposit Accounts is appropriate. Terms of the Bank Deposit Program are further described in the Bank Deposit Program Disclosure Statement, which has been provided to you with your account opening materials. The fund expense information below is the most recent information available to us as of December 31, 2024, and is subject to change. Please refer to the funds’ current prospectuses, statements of additional information and annual reports for more information. Fund Advisory Fee Distribution and Service Fees Shareholder Service Fee Other Expenses Total Annual Fund Operating Expenses Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements MSILF Government Securities- Participant Share Class 0.15% 0.25% 0.25% 0.08% 0.73% 0.45% MS U.S. Government Money Market Trust 0.15% N/A 0.10% 0.11% 0.36% 0.36% 25  Interest Earned on Float If MSWM is the custodian of your account, MSWM may retain as compensation, for providing services, the account’s proportionate share of any interest earned on cash balances held by MSWM (or an affiliate) with respect to assets awaiting investment including: • new deposits to the account (including interest and dividends) and • uninvested assets held by the account caused by an instruction to the custodian to buy and sell securities (which may, after the period described below, be automatically swept into a sweep vehicle). This interest is generally at the prevailing Federal Funds interest rate. Generally, with respect to such assets awaiting investment: o when the custodian receives the assets on a day on which the NYSE is open (“Business Day”) and before the NYSE closes, the custodian earns interest through the end of the following Business Day and o when the custodian receives the assets on a Business Day but after the NYSE closes, or on a day which is not a Business Day, the custodian earns interest through the end of the second following Business Day. 26 

Form ADV Wrap Fee Program Brochure Morgan Stanley Smith Barney LLC Outsourced Chief Investment Office (OCIO) Program March 28, 2025 2000 Westchester Avenue Purchase, NY 10577 Tel: (914) 225-1000 Fax: (614) 283-5057 www.morganstanley.com This wrap fee program brochure provides information about the qualifications and business practices of Morgan Stanley Smith Barney LLC (“MSWM”). If you have any questions about the contents of this brochure, please contact us at (914) 225-1000. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about MSWM also is available on the SEC’s website at www.adviserinfo.sec.gov. Registration with the SEC does not imply a certain level of skill or training.  Item 2: Material Changes This section identifies and discusses material changes to the ADV brochure since the version of this brochure dated March 28, 2024. For more details on any particular matter, please see the item in this ADV brochure referred to in the summary below. Bank Deposit Program Updates were made to the Cash Sweeps section to disclose that BDP assets in advisory accounts receive a separate interest rate if the assets meet the BDP program balance threshold. Item 4.C, Cash Sweeps. Disciplinary Information On December 9, 2024, the SEC entered into a settlement with MSWM regarding an administrative action. In this matter, MSWM, without admitting or denying the findings and without adjudication of any issue of law or fact, consented to the entry of the order that finds that MSWM willfully violated certain sections of the Investment Advisers Act of 1940 (“Advisers Act”), specifically Sections 206(2) and 206(4) and Rule 206(4)- 7 promulgated thereunder. The SEC also finds that MSWM failed to supervise the FAs within the meaning of Section 203(e)(6) of the Advisers Act and/or Section 15(b)(4)(E) of the Securities Exchange Act of 1934 (“Exchange Act”) (Item 9). Page 2  Item 3: Table of Contents Item 1: Cover Page .................................................................................................................................................................................... 1 Item 2: Material Changes ........................................................................................................................................................................... 2 Item 3: Table of Contents .......................................................................................................................................................................... 3 Item 4: Services, Fees and Compensation .................................................................................................................................................. 4 A. General Description of Programs ............................................................................................................................................. 4 OCIO ........................................................................................................................................................................................ 4 MSFO ....................................................................................................................................................................................... 5 Account Opening ..................................................................................................................................................................... 5 Investment Restrictions ............................................................................................................................................................ 5 Trade Confirmations, Account Statements and Performance Reviews .................................................................................... 5 Risks ......................................................................................................................................................................................... 5 Fees .......................................................................................................................................................................................... 7 B. Comparing Costs ...................................................................................................................................................................... 8 C. Additional Fees ........................................................................................................................................................................ 8 Funds in Advisory Programs .................................................................................................................................................... 9 Cash Sweeps .......................................................................................................................................................................... 10 D. Compensation to MSWM ...................................................................................................................................................... 11 Item 5: Account Requirements and Types of Clients ........................................................................................................................... 12 Item 6: Portfolio Manager Selection and Evaluation ............................................................................................................................... 12 A. Selection and Review of Portfolio Managers and Funds for the Program ............................................................................. 12 Calculating Portfolio Managers’ Performance ....................................................................................................................... 12 B. Conflicts of Interest ................................................................................................................................................................ 12 C. Financial Advisors Acting as Portfolio Managers .................................................................................................................. 15 Description of Advisory Services .......................................................................................................................................... 15 Performance-Based Fees ........................................................................................................................................................ 15 Methods of Analysis and Investment Strategies .................................................................................................................... 15 Policies and Procedures Relating to Voting Client Securities ................................................................................................ 15 Item 7: Client Information Provided to Portfolio Managers .................................................................................................................. 15 Item 8: Client Contact with Portfolio Managers ................................................................................................................................... 15 Item 9: Additional Information .............................................................................................................................................................. 15 Disciplinary Information ........................................................................................................................................................ 15 Code of Ethics ........................................................................................................................................................................ 18 Client Referrals and Other Compensation ............................................................................................................................. 19 Financial Information ............................................................................................................................................................. 19 Exhibit A: Tax Management Terms and Conditions .............................................................................................................. 20 Exhibit B: Affiliated Money Market Funds Fee Disclosure Statement ............................................................................... 23 Page 3  Item 4: Services, Fees and Compensation responsibility for Where a client appoints MSWM as Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”, “MSWM”, “we” or “us”), is a registered investment adviser and a registered broker-dealer. MSWM is one of the largest financial services firms in the U.S. with branch offices in all 50 states and the District of Columbia. MSWM offers clients (“you” and “yours”) many different advisory programs. Many of MSWM’s advisory services are provided by its Consulting Group business unit. You may obtain brochures for other MSWM advisory programs at www.morganstanley.com/ADV or by asking your Financial Advisor or (for Morgan Stanley Private Wealth Management clients) your private wealth advisor. (Throughout the rest of this brochure, “Financial Advisor” means either your Financial Advisor or your Private Wealth Advisor, as applicable.) Where a client appoints MSWM as the discretionary investment manager, MSWM will assume the implementation of all investment strategies through the selection-approval and on-going monitoring of the Investment Products. the discretionary investment manager, MSWM assumes full discretion over asset allocation decisions as well as decisions to terminate any Investment Product. Where MSWM acts as a non-discretionary investment adviser, MSWM recommends Investment Products and clients retain the authority on allocation decisions as well as decisions to terminate any Investment Product. In certain cases, an internal portfolio management team within MSWM will be responsible for exercising this discretion utilizing model portfolios, which may hold one type of Investment Product, including ETFs, mutual funds, or SMAs, or may invest in a combination of such Investment Products. MSWM also provides the client with on-going financial management services such as investment performance reporting, administration, trade execution and custody. Based on a client’s long-term strategic policy investment constraints, allocation parameters and other MSWM will look for opportunities in asset classes or investment styles with above average expected rates of return while managing overall portfolio risk in accordance with the client’s investment policies. As a “manager of managers”, MSWM will assume full responsibility for the operations the client’s investment program. In order to assess the appropriateness of the assets in the client’s current portfolio, MSWM will conduct a review of the investment policy, asset allocation and fund assets following these key steps: • In addition, we provide services as a “fiduciary” (as that term is defined in Section 3(21)(A) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and/or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)), with respect to “Retirement Accounts” (as that term is described herein). For purposes of this brochure (including the Exhibits), the term “Retirement Account” will be used to cover (i) “employee benefit plans” (as defined under Section 3(3) of ERISA, which include pension, defined contribution profit-sharing and welfare plans sponsored by private employers, as well as similar arrangements sponsored by governmental or other public employers, which are generally not subject to ERISA; (ii) individual retirement accounts, or “IRAs” (as described in Section 4975 of the Code); and (iii) “Coverdell Educational Savings Accounts (“CESAs”). A. General Description of Programs Investment Policy Statement – MSWM will assist the client in the preparation of an investment policy statement (“IPS”) in order to evaluate and articulate the clients risk tolerance and investment objectives. In doing so, MSWM will assist the client in identifying its needs for liquidity, income, growth of income, growth of principal and preservation of capital. The IPS will assist the client in selecting and developing an appropriate investment strategy and will assist MSWM in executing such strategies. • Current Portfolio Analysis – MSWM will complete a thorough evaluation of a client’s current investment program, including investment structure, individual components of each fund, fee structures, manager selection process, possible conflicts of interest, peer universe comparisons and on-going evaluation procedures. The analysis will culminate in a business evaluation of all contracts, custodial documents and performance monitors. Outsourced Chief Investment Office (OCIO) Outsourced Chief Investment Office or “OCIO” (formerly Custom Solutions or “CS”) is generally for institutional, family office and high net worth clients. In OCIO, a client appoints MSWM as the discretionary or non-discretionary investment adviser, relative to the selection of affiliated or unaffiliated mutual funds, exchange traded funds, collective investment trusts, hedge funds/alternative investment funds or investment management firms (“subadvisors” or “managers”) to manage the client’s account (collectively “Investment Products”). In addition to the investment management, MSWM will also provide custodial, trade execution and related services for a single asset based fee. Where a client appoints MSWM as the discretionary investment manager, MSWM retains discretion as to the selection of and allocation among affiliated or unaffiliated managers and Investment Products. OCIO is designed to manage the overall investment process, including investment policy decisions, asset and investment style allocation decisions, manager selection and review, and comprehensive monitoring of the client’s portfolio. • Asset Allocation Analysis - MSWM will complete an analysis of the asset allocation and the basis for asset allocation decisions. The analysis will assist the client in understanding the modeling process and will lead to an estimate as to the client’s needs for updates and the frequency with which such uptakes 4  will be provided. This is a key component in MSWM’s risk management evaluation process. a fiduciary relationship or an investment advisory relationship under the Investment Advisers Act of 1940, as amended, with regard to the provision of the investments covered under this service. If the Client is an employee benefit plan or is otherwise subject to ERISA, MSWM is NOT acting as a fiduciary (as defined in ERISA) with the respect to the provision of these reporting services as described herein). MSWM is not responsible for and will not provide tax reporting with respect to any alternative investment reported on under this service. Morgan Stanley Family Office (MSFO) In certain instances, MSWM will provide investment advisory services using the OCIO platform through the Morgan Stanley Family Office business (“MSFO”). MSFO provides investment advisory and administrative services to ultra-high net worth family offices. Cash Management. In OCIO, a client may elect discretionary cash management services, whereby MSWM invests and reinvests the proceeds of the account in accordance with the client’s investment criteria, concentration limits and other requirements as stated in the client’s Investment Policy Statement (“IPS”) or a quantifiable rules matrix (the “Matrix”) as a supplement to the client’s IPS. Generally, the whole cash management portfolio is invested in short duration fixed income and cash equivalent investments. The IPS or Matrix is sent to the client and provided the client agrees that it is consistent with their investment goals, MSWM will manage that cash portfolio according to the IPS or Matrix. If assets held in the account fall outside of the IPS or Matrix, MSWM will generally liquidate such assets in an orderly manner within a commercially reasonable amount of time. If the client revises the IPS or Matrix documents, MSWM will then update the IPS or Matrix and obtain the client’s approval of the new IPS or Matrix Account Opening To enroll in any program described in this brochure, you must enter into the program client agreement (“Client Agreement”). Tax Management. In OCIO, a client may elect tax management (“Tax Management”) services for the account. In order to elect Tax Management services, you will need to tell your Financial Advisor that you desire Tax Management services, and what Maximum Tax or Realized Capital Gain Instructions you desire for your account. The Tax Management Terms and Conditions attached to this Brochure as Exhibit A will govern Tax Management services in your account. Investment Restrictions The Client may impose reasonable restrictions on account investments. For example, you may restrict MSWM or the managers from buying specific equity securities, a category of equity securities (e.g., tobacco companies) or Fund shares. If you restrict a category of securities, we or the manager will determine which specific securities fall within the restricted category. In doing so, we or the manager may rely on research provided by independent service providers. Any restrictions you impose on individual securities will not be applied to Fund holdings since Funds operate in accordance with the investment objectives and strategies described in their prospectuses. Alternative Investments Performance Reporting Service. In OCIO, MSWM offers alternative investments performance reporting capabilities. MSWM offers clients the ability to receive periodic reports that provide historical performance reporting of their alternative investments that were not In addition, MSWM will purchased through MSWM. consider these alternative investments for purposes of its performance monitoring and asset allocation analysis. in favor of Trade Confirmations, Account Statements and Performance Reviews MSWM may serve as the custodian and provide you with written confirmation of securities transactions, and account statements at least quarterly. You may waive the receipt of trade alternative methods of confirmations communication where available. You may also receive mutual fund prospectuses, where appropriate. its sponsor, We provide performance monitoring to clients on a case-by- case basis in a format and with a frequency as requested by the client. information as reported by The alternative investments historical performance information provided by this service is based upon information provided, directly or indirectly, to MSWM by the issuer of the alternative investment manager or investment, or by administrator (“Performance Reporting AI”). MSWM’s ability to provide historical or other performance reporting on alternative investments is dependent upon its ability to obtain such information from each Performance Reporting AI. The performance reporting enables the client to receive from MSWM periodic reports containing the client’s historical performance the applicable Performance Reporting AI. The reporting service and asset allocation analysis are not intended to constitute investment advice or a recommendation by MSWM of any alternative investment and MSWM is not evaluating the appropriateness of the initial investment or the continued investment in the alternative investments reported on as a part of this service. In addition, the service does not constitute, create or impose a fee-based brokerage relationship, Risks All trading in an account is at your risk. The value of the assets held in an account is subject to a variety of factors, such as the liquidity and volatility of the securities markets. Investment performance of any kind is not guaranteed, and MSWM’s past performance with respect to other accounts does not predict future performance with respect to any particular account. In addition, certain investment strategies that MSWM may use in the programs have specific risks, including those associated with investments in common stock, fixed income securities, American Depositary Receipts, Funds and the investments below. You should consult with your Financial Advisor 5  regarding the specific risks associated with the investments in your account. relating to Master Limited Partnerships, Funds that primarily invest in MLPs generally accrue deferred tax liability. The fund’s deferred tax liability (if any) is reflected each day in the fund’s net asset value. As a result, the fund’s total annual operating expenses may be significantly higher than those of funds that do not primarily invest in MLPs. Please see the Fund prospectus for additional information. Risk Relating to ETFs. There may be a lack of liquidity in certain ETFs, which can lead to a large difference between the bid-ask prices (increasing the cost to you when you buy or sell the ETF). A lack of liquidity also may cause an ETF to trade at a large premium or discount to its net asset value. Additionally, an ETF may suspend issuing new shares and this may result in an adverse difference between the ETF’s publicly available share price and the actual value of its underlying investment holdings. At times when underlying holdings are traded less frequently, or not at all, an ETF’s returns also may diverge from the benchmark it is designed to track. Risks Relating to Funds that Pursue Complex or Alternative Investment Strategies or Returns. These Funds may employ various investment strategies and techniques for both hedging and more speculative purposes such as short selling, leverage, derivatives and options, which can increase volatility and the risk of investment loss. Alternative investment strategies are not appropriate for all investors. While mutual funds and ETFs may at times utilize non- traditional investment options and strategies, they have different investment characteristics from unregistered privately offered alternative investments. Because of regulatory limitations, mutual funds and ETFs may not invest in as broad a spectrum of investments as privately offered alternative investments. As a result, investment returns and portfolio characteristics of alternative mutual funds may vary from traditional hedge funds pursuing similar investment objectives. They are also more likely to have relatively higher correlation with traditional market returns than privately offered alternative investments. Moreover, traditional hedge funds have limited liquidity with long “lock-up periods allowing them to pursue investment strategies without having to factor in the need to meet client redemptions. On the other hand, mutual funds typically must meet daily client redemptions. This differing liquidity profile can have a material impact on the investment returns generated by a mutual fund pursuing an alternative investing strategy compared with a traditional hedge fund pursuing the same strategy. tax consequences. Moreover, Risks Relating to Money Market Funds. You could lose money in money market funds. Although money market funds classified as government funds (i.e., money market funds that invest 99.5% of total assets in cash and/or securities backed by the U.S government) and retail funds (i.e., money market funds open to natural person investors only) seek to preserve value at $1.00 per share, they cannot guarantee they will do so. The price of other money market funds will fluctuate and when you sell shares they may be worth more or less than originally paid. Money market funds may, and in certain circumstances will, impose a fee upon the redemption of fund shares. Please review your money market fund’s prospectus to learn more about the use of redemption or liquidity fees. In addition, if a money market fund that seeks to maintain a stable $1.00 per share experiences negative yields, it also has the option of converting its stable share price to a floating share price, or to cancel a portion of 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 in some circumstances, money market funds may cease operations when the value of a fund drops below $1.00 per share. In that event, the fund’s holdings will likely be liquidated and distributed to the fund’s shareholders. This liquidation process can be prolonged and last for months. During this time, these funds would not be available to you to support purchases, withdrawals and, if applicable, check writing or ATM debits from your account. Non-traditional investment options and strategies are often employed by a portfolio manager to further a Fund’s investment objective and to help offset market risks. However, these features may be complex, making it more difficult to understand the Fund’s essential characteristics and risks, and how it will perform in different market environments and over various periods of time. They may also expose the Fund to increased volatility and unanticipated risks particularly when used in complex combinations and/or accompanied by the use of borrowing or “leverage”. liability interests Risks Relating to Master Limited Partnerships. Master Limited Partnerships (“MLPs”) are limited partnerships or (limited companies whose limited partnerships or limited liability companies units) are generally traded on securities exchanges like shares of common stock. Investments in MLPs entail different risks, including tax risks, than is the case for other types of investments. Currently, most MLPs operate in the energy, natural resources or real estate sectors. Investments in such MLP interests are subject to the risks generally applicable to companies in these sectors (including commodity pricing risk, supply and demand risk, depletion risk and exploration risk). Depending on the ownership vehicle, MLP interests are subject to varying tax treatment. Please see “Tax and Legal Considerations” below and any Fund prospectus by asking your Financial Advisor. to Alternative Investments. Alternative Risks Relating 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 are not investors. For example, alternative appropriate for all investments may place substantial limits on liquidity and the redemption rights of investors, including only permitting withdrawals on a limited periodic basis and with a significant period of notice and may impose early withdrawal fees. Alternative investments are intended 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 Risks Relating to Funds that Primarily Invest in Master Limited Partnerships. In addition to the risks outlined above 6  questions about the tax aspects of investing into an MLP, please discuss with your tax advisor. 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 fund; potential lack of diversification and resulting higher risk due to concentration of trading authority when a single advisor is utilized; absence of information regarding valuations and pricing; complex tax structures and delays in tax reporting; less regulation and higher fees than mutual funds; and advisor risk. Alternative investment products may also have higher fees (including multiple layers of fees) compared to other types of investments. Investors in MLP portfolios will receive a Schedule K-1 for each MLP in the portfolio, so they will likely receive numerous Schedule K-1s. Investors will need to file each Schedule K-1 with their federal tax return. Also, investors in MLP portfolios may be required to file state income tax returns in states where the MLPs in the portfolio operate. Since some Schedule K-1s may not be provided until after the due date for the federal or state tax return, investors in MLP portfolios may need to obtain an extension for filing their federal or state tax Please discuss with your tax advisor how an returns. investment in MLPs will affect your tax return. Tax laws impacting MLPs may change, and this could impact any tax benefits that may be available through investment in an MLP portfolio. Individual funds will have specific risks related to their investment programs that vary from fund to fund. For more details on these and other features and risks, please carefully read the documentation (including risk disclosures) relating to any selected Investment Option, as well as your Client Agreement. Fees The maximum asset-based fee for accounts in the OCIO Program is 1.750%. Risks Relating to Co-investments. A co-investment is an investment in a specific transaction made by limited partners of a private equity fund alongside, but not through the main fund. In addition to the above risks related to alternative investments, co-investments are subject to enhanced concentration risk. Fees for the OCIO program are negotiable based on factors including the type and size of the account and the range of services provided by MSWM. In special circumstances, and with the client’s agreement, the fee charged to a client for an account may be more than the maximum annual fee stated in this section. Risks Relating to Differing Classes of Securities. Different classes of securities have different rights as creditor if the issuer For example, files for bankruptcy or reorganization. bondholders’ rights generally are more favorable than shareholders’ rights in a bankruptcy or reorganization. Tax and Legal Considerations Neither MSWM nor any of our affiliates provide tax or legal advice and, therefore, are not responsible for developing, implementing or evaluating any tax or legal strategies that may be employed by the client. The client should develop any such strategies or address any tax-related issues with a qualified tax adviser or any legal issues with a qualified attorney. The fee is payable as described in the Client Agreement. Generally, the initial fee is due in full on the date you open your account at MSWM and is based on the market value of the account on that date. The initial fee payment covers the period from the opening date through (at your election) the last day of the current quarter or the next full calendar quarter and is prorated accordingly. Thereafter, the fee is paid quarterly in advance based on the account’s market value on the last day of the previous calendar quarter and is due promptly. The Client Agreement authorizes MSWM to deduct fees when due from the assets contained in the account. In addition to the MSWM fee described above, OCIO Clients also bear manager expenses (which generally range up to 0.75%) or the expense ratios of mutual funds and other pooled investment vehicles directly. Performance-based Fees. In limited circumstances, MSWM has entered into performance fee arrangements with qualified MSFO clients. Such fee arrangements are subject to individual negotiation with each such client. Because Financial Advisors manage accounts with different fee schedules, the Financial Advisor has an incentive to favor clients or accounts with a performance-based fee over other clients or accounts and to take risks that are beyond a client’s risk tolerance and investment objectives. To address these conflicts of interest, we have adopted policies and procedures reasonably designed to ensure that allocation decisions are not influenced by fee arrangements and investment opportunities will be allocated in a manner that we believe to be consistent with our obligations as an investment adviser and reasonably designed to ensure that Investment in MLPs entails different risks, including tax risks, than is the case for other types of investments. Investors in MLPs hold “units” of the MLP (as opposed to a share of corporate stock) and are technically partners in the MLP. Holders of MLP units are also exposed to the risk that they will be required to repay amounts to the MLP that are wrongfully distributed to them. Almost all MLPs have chosen to qualify for partnership tax treatment. Partnerships do not pay U.S. federal income tax at the partnership level. Rather, each partner of a partnership, in computing its U.S. federal income tax liability, must include its allocable share of the partnership’s income, gains, losses, deductions, expenses and credits. A change in current tax law, or a change in the business of a given MLP, could result in an MLP being treated as a corporation for U.S. federal income tax purposes, which would result in such MLP being required to pay U.S. federal income tax on its taxable income. The classification of an MLP as a corporation for U.S. federal income tax purposes would have the effect of reducing the amount of cash available for distribution by the MLP and could cause any such distributions received by the an investor to be taxed as dividend income. If you have any 7  we solely recommend investments that are consistent with each client’s risk tolerance and investment objectives. decisions of third party investment managers and not your Financial Advisor. You should consider these and other differences when deciding whether to invest in an investment advisory or a brokerage account and, if applicable, which advisory programs best suit your individual needs. C. Additional Fees If you open an account in one of the programs described in this brochure, you will pay us an asset-based fee for investment advisory services, custody of securities and trade execution through MSWM. The program fees do not cover: • the costs of investment management fees and other expenses charged by Funds (see below for more details); • Accounts Related for Billing Purposes. When two or more investment advisory accounts ware related together for billing purposes, you can benefit even more from existing breakpoints. If you have two accounts, the “related” fees on Account #1 are calculated by applying your total assets (i.e. assets in Account #1 + assets in Account #2) to the Account #1 breakpoints. Because this amount is greater than the amount of assets solely in Account #1, you may have a greater proportion of assets subject to lower fee rates, which in turn lowers the average fee rate for Account #1. This average fee rate is then multiplied by the actual amount of assets in Account #1 to determine the dollar fee for Account #1. Likewise, the total assets are applied to the Account #2 breakpoints to determine the average fee rate for Account #2, which is then multiplied by the actual amount of assets in Account #2 to determine the dollar fee for Account #2. For more information about which of your accounts are grouped in a particular billing relationship, please contact your Financial Advisor. Only certain accounts may be related for billing purposes, based on the law and MSWM’s policies and procedures. Even where accounts are eligible to be related under these policies and procedures, they will only be related if this is specifically agreed between you and the Financial Advisor. “mark-ups,” “mark-downs,” and dealer spreads (A) that MSWM or its affiliates may receive when acting as principal in certain transactions where permitted by law or (B) that other broker-dealers may receive when acting as principal in certain transactions effected through MSWM and/or its affiliates acting as agent, which is typically the case for dealer market transactions (e.g., fixed income, over-the-counter equity, and foreign exchange (“FX”) conversions in connection with purchases or sales of FX- denominated securities and with payments of principal and interest dividends on such securities); • fees or other charges that you may incur in instances where a transaction is effected through a third party and not through us or our affiliates (such fees or other charges will be included in the price of the security and not reflected as a separate charge on your trade confirmations or account statements); • MSWM account establishment or maintenance fees for its Individual Retirement Accounts (“IRA”) and Versatile Investment Plans (“VIP”), which are described in the respective IRA and VIP account and fee documentation (which may change from time to time); • account closing/transfer costs; • processing fees or ERISA Fee Disclosure for Retirement Accounts. In accordance with Department of Labor regulations under Section 408(b)(2) of ERISA, MSWM is required to provide certain information regarding our services and compensation to assist fiduciaries and plan sponsors of those retirement plans that are subject to the requirements of ERISA in assessing the reasonableness of their plan’s contracts or arrangements with us, including the reasonableness of our compensation. This information (the services we provide as well as the fees) is provided to you at the outset of your relationship with us and is set forth in your advisory contract with us (including the Fee table, other exhibits and, as applicable, this document), and then at least annually to the extent that there are changes to any investment-related disclosures for services provided as a fiduciary under ERISA. • (including, among other in this brochure is certain other costs or charges that may be imposed by third parties things, odd-lot differentials, transfer taxes, foreign custody fees, exchange fees, supplemental transaction fees, regulatory fees and other fees or taxes that may be imposed pursuant to law). B. Comparing Costs The primary service that you are purchasing in the programs described the Firm’s discretionary management of your portfolio pursuant to certain program guidelines. Cost comparisons are difficult because that particular service is not offered in other advisory programs. Depending on the level of trading and types of securities purchased or sold in your account, if purchased separately, you may be able to obtain transaction execution at a higher or lower cost at MSWM or elsewhere than the fee in these programs. However, such transactions could not be executed on a discretionary basis in a brokerage account. In addition, MSWM offers other programs where discretionary portfolio management is provided by affiliated or unaffiliated third party investment managers and the fees in those programs may be higher or lower than the fees in these programs. Those programs involve the discretionary portfolio management 8  MSWM also provides Fund families with the opportunity to purchase data analytics regarding Fund sales. The amount of the fee depends on the level of data. We also offer sponsors of passively-managed ETFs a separate transactional data feed. Additional fees apply for those Fund families that elect to purchase supplemental data analytics regarding financial product sales at MSWM. For more information regarding these payments, as well as others, please refer to the Mutual Fund and ETF Brochures described above. Funds in Advisory Programs Investing in strategies that invest in mutual funds, closed-end funds and ETFs (collectively referred to in this Funds in Advisory Programs Section as “Funds”) is more expensive than other investment options offered in your advisory account. In addition to our fee, you pay the fees and expenses of the Funds in which your account is invested. Fund fees and expenses are charged directly to the pool of assets the Fund invests in and are reflected in each Fund’s share price. These fees and expenses are an additional cost to you that is embedded in the price of the Fund, and therefore, are not included in the fee amount in your account statements. Each mutual fund and ETF expense ratio (the total amount of fees and expenses charged by the Fund) is stated in its prospectus. The expense ratio generally reflects the costs incurred by shareholders during the Fund’s most recent fiscal reporting period. Current and future expenses may differ from those stated in the prospectus. You do not pay any sales charges for purchases of Funds in programs described in this brochure. However, some Funds may charge, and not waive, a redemption fee on certain transaction activity in accordance with the policies described in the applicable prospectus. Conflicts of Interest regarding the Above-Described Expense Payments and Fees for Data Analytics. The above described fees present a conflict of interest for Morgan Stanley and our Financial Advisors to promote and recommend those Funds that make these payments in advisory program accounts rather than other eligible investments that do not make these or similar payments. Further, in aggregate, we receive significantly more support from participating revenue sharing sponsors and mutual funds that pay administrative services fees with the largest client holdings at our firm, as well as those sponsors that provide significant sales expense payments and/or purchase data analytics. This in turn could lead Morgan Stanley and/or our Financial Advisors and Branch Managers to focus on those Fund families. In addition, since our revenue sharing support fee program utilizes rates that are higher for Funds with higher management fees, we have a conflict of interest to promote and recommend Funds that have higher management fees. In order to mitigate these conflicts, Financial Advisors and their Branch Managers do not receive additional compensation as a result of the fees and data analytics payments received by Morgan Stanley. Other Compensation. Morgan Stanley or its affiliates receive, from certain Funds, compensation in the form of commissions and other fees for providing traditional brokerage services, including related research and advisory support, and for purchases and sales of securities in Fund portfolios. We and/or our affiliates also receive other compensation for certain Funds for financial services performed for the benefit of such Funds, including but not limited to providing stand-by liquidity facilities. Providing these services may give rise to a conflict of interest for Morgan Stanley or its affiliates to place their interests ahead of those of the Funds by, for example, increasing fees or curtailing services, particularly in times of market stress. Expense Payments and Fees for Data Analytics. MSWM provides Fund families with opportunities to sponsor meetings and conferences and grants them access to our branch offices and Financial Advisors for educational, marketing and other promotional efforts. Some Fund representatives work closely with our branch offices and Financial Advisors to develop business strategies and support promotional events for clients and prospective clients, and educational activities. Some Fund families or their affiliates will reimburse MSWM for certain expenses incurred in connection with these promotional efforts, client seminars, and/or training programs. Fund families independently decide if and what they will spend on these activities, with some Fund families agreeing to make a substantial annual dollar amount expense reimbursement commitments. 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. For more information regarding the payments MSWM receives from Fund families, please refer to the brochures titled “Mutual Fund Features, Share Classes and Compensation” and “ETF Revenue Sharing, Expense Payments and Data Analytics” (together, the “Mutual Fund and ETF Brochures”), which can be found at https://www.morganstanley.com/disclosures. The Mutual Fund and ETF Brochures are also available from your Financial Advisor on request. Morgan Stanley prohibits linking the determination of the amount of brokerage commissions and/or fees charged to a Fund to the aggregate values of our overall Fund-share sales, client holdings of the Fund or to offset the revenue-sharing, administrative service fees, expense reimbursement and data analytics fees described above. Financial Advisors and their Branch Managers receive no additional compensation as a result of these payments received by Morgan Stanley. (subject Fund family representatives are allowed to occasionally give nominal gifts to Financial Advisors, and to occasionally entertain Financial Advisors to an aggregate entertainment limit of $1,000 per employee per fund family per year). MSWM’s non-cash compensation policies set conditions for each of these types of payments, and do not permit any gifts or entertainment conditioned on achieving any sales target. In addition, we generally seek to be reimbursed for the associated operational and/or technology costs of adding an/or maintaining Funds on our platform. These flat fees are paid by Fund sponsors or other affiliates (and not the Funds). Financial Advisors and their Branch Managers do not receive compensation for recommending Funds that have reimbursed Morgan Stanley for our costs. 9  Classes of mutual funds into your advisory account, MSWM (without notice to you) will convert those shares to Advisory Share Classes to the extent they are available. This will typically result in your shares being converted into a share class that has a lower expense ratio, although exceptions are possible. Subject to limited exceptions, any fees that you pay while holding non-Advisory Share Classes (e.g., sales loads, 12b-1 fees, etc.) will not be offset, rebated or refunded to you when your non-Advisory Share Class is converted into an Advisory Share Class. investing and negatively impact On termination of your advisory account for any reason, or the transfer of mutual fund shares out of your advisory account, we may convert any Advisory Share Classes of funds into a share class that is available in non-advisory accounts or we may redeem these fund shares altogether. Non-Advisory Share Classes generally have higher operating expenses than the corresponding Advisory Share Class, which will increase the cost of investment performance. Affiliated Funds. Certain Funds are sponsored or managed by, or receive other services from, MSWM and its affiliates, which include, but are not limited to, Morgan Stanley Investment Management, Eaton Vance, Boston Management and Research, Calvert Research and Management, Atlanta Capital Management Company and Parametric Portfolio Associates. Where you invest in mutual funds where the investment adviser is a MSWM affiliate, in addition to the program fee paid by clients, MSWM and its affiliates may also receive investment management fees and related administrative fees. Since the affiliated sponsor or manager receives additional investment management fees and other fees, MSWM has a conflict to recommend MSWM affiliated mutual funds. In order to mitigate this conflict, Financial Advisors do not receive additional compensation for recommending proprietary and/or affiliated funds. Additionally, affiliated Funds and sponsors are subject to the same economic arrangements with MSWM as those that MSWM has with third-party Funds. MSWM’s affiliates have entered into administrative services and revenue sharing agreements with MSWM as described above. To the extent that such funds are offered to and purchased by Retirement Accounts, the advisory fee on any such account will be reduced, or offset, by the amount of the fund management fee, shareholder servicing fee and distribution fee we, or our affiliates, may receive in connection with such Retirement Account’s investment in such affiliated managed fund. the In Cash Sweeps Generally, some portion of your account will be held in cash. If MSWM acts as custodian for your account, it will effect “sweep” transactions of free credit balances in your account into interest-bearing deposit accounts (“Deposit Accounts”) established under the Bank Deposit Program (“BDP”). For most clients, BDP will be the only available cash sweep. The interest rates for BDP in your account will be tiered based upon the value of the BDP balances across your brokerage and advisory accounts. The BDP assets in your advisory accounts receive separate interest rates from deposits in your brokerage accounts and are set forth in: https://www.morganstanley.com/wealth- general/ratemonitor. Generally, the rate on BDP will be lower limited rate on other cash alternatives. than circumstances, such as clients ineligible for BDP, MSWM may sweep some or all of your cash into money market mutual funds (each, a Money Market Fund”). These Money Market Funds are managed by Morgan Stanley Investment Management Inc. or another MSWM affiliate. It is important to note that free credit balances and allocations to cash including assets invested in sweep investments are included in your account’s fee calculation hereunder. If your account is a Retirement Account, you should read Exhibit B to this Brochure, entitled “Affiliated Money Market Funds Fee Disclosure Statement and Float Disclosure Statement”. Mutual Fund Share Classes. Mutual funds typically offer different ways to buy fund shares. Some mutual funds offer only one share class while most funds offer multiple share classes. Each share class represents an investment in the same mutual fund portfolio, but assesses different fees and expenses. Many mutual funds have developed specialized share classes designed for various advisory programs (“Advisory Share Classes”). In general, Advisory Share Classes are not subject to either sales loads or ongoing marketing, distribution and/or service fees (often referred to as “12b-1 fees”), although some may assess fees for record keeping and related administrative services, as disclosed in the applicable prospectus. MSWM typically utilizes Advisory Share Classes that compensate MSWM for providing such administrative services to its advisory clients. However, our fees for these services are rebated to clients. If you wish to purchase other types of Advisory Share Classes, such as those that do not compensate intermediaries for record keeping and administrative services, which generally carry lower overall costs and would thereby increase our investment return, you will need to do so directly with the mutual fund or through an account at another financial intermediary. Please note, we may offer non-Advisory Share Classes of mutual funds (i.e., those that are subject to 12b-1 fees) if, for example, a fund does not offer an Advisory Share Class that is equivalent to those offered here. In such instance, MSWM will rebate directly to clients holding such fund any such 12b-1 fees that we receive. Once we make an Advisory Share Class available for a particular mutual fund, clients can only purchase the Advisory Share Class of that fund. MSWM, acting as your custodian, will effect sweep transactions only to the extent permitted by law and if you meet the eligibility criteria. Under certain circumstances (as described in the Bank Deposit Program Disclosure) eligible deposits in BDP may be sent to non-affiliated Program Banks (; this additional feature may provide enhanced FDIC coverage to you as well as funding value benefits to the Morgan Stanley Sweep Banks. For eligibility criteria applicable to this additional feature and BDP generally, please refer to the Bank Deposit Program Disclosure Statement which is available at: http://www.morganstanley.com/wealth- investmentstrategies/pdf/BDP_disclosure.pdf. If you hold non-Advisory Share Classes of mutual funds in your advisory account or seek to transfer non-Advisory Share 10  The Morgan Stanley Sweep Banks have discretion in setting the interest rates paid on deposits received through BDP, and are under no legal or regulatory requirement to maximize those interest rates. The Morgan Stanley Sweep Banks and the Program Banks can and sometimes do pay higher interest rates on some deposits they receive directly than they pay on deposits received through BDP. This discretion in setting interest rates creates a conflict of interest for the Morgan Stanley Sweep Banks. The lower the amount of interest paid to customers, the greater is the “spread” earned by the Morgan Stanley Sweep Banks on deposits through the Program, as explained above. By contrast, money market funds (including Morgan Stanley affiliated money market funds) have a fiduciary duty to seek to maximize their yield to investors, consistent with their disclosed investment and risk-management policies and regulatory constraints. Conflicts of Interest Regarding Sweep Investments. If BDP is your sweep, you should be aware that the Sweep Banks, which are affiliates of MSWM, will pay MSWM an annual account- based flat fee for the services performed by MSWM with respect to BDP. MSWM and the Sweep Banks will review such fee annually and, if applicable, mutually agree upon any changes to the fee to reflect any changes in costs incurred by MSWM. Your Financial Advisor will not receive a portion of these fees or credits. In addition, MSWM will not receive cash compensation or credits in connection with the BDP for assets in the Deposit Accounts for Retirement Accounts. Also, the affiliated Sweep Banks have the opportunity to earn income on the BDP assets through lending activity, and that income is usually significantly greater than the fees MSWM earns on affiliated Money Market Funds. Thus, in its capacity as custodian, MSWM has a conflict of interest in connection with BDP being the default sweep, rather than an eligible Money Market Fund. If your cash sweeps to a Money Market Fund, as available, then the account, as well as other shareholders of the Money Market Fund, will bear a proportionate share of the other expenses of the Money Market Fund in which the account’s assets are invested. If your cash sweeps to a Money Market Fund, you understand that MSIM (or another MSWM affiliate) will receive compensation, including management fees and other fees, for managing the Money Market Fund. We receive compensation from such Money Market Funds at rates that are set by the funds’ prospectuses and currently range, depending on the program in which 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 Fund assets held by our clients. Please review your Money Market Fund’s prospectus to learn more about the compensation we receive from such funds. In addition, MSWM, the Sweep Banks and their affiliates receive other financial benefits in connection with the BDP. Through the BDP, each Sweep Bank will receive a stable, cost- effective source of funding. Each Sweep Bank intends to use deposits in the Deposit Accounts at the Sweep Bank to fund current and new businesses, including lending activities and investments. The profitability on such loans and investments is generally measured by the difference, or “spread,” between the interest rate paid on the Deposit Accounts at the Sweep Banks and other costs of maintaining the Deposit Accounts, and the interest rate and other income earned by the Sweep Banks on those loans and investments made with the funds in the Deposit Accounts. The cost of funds for the Morgan Stanley Sweep Banks of deposits through the sweep program in ordinary market conditions is lower than their cost of funds through some other sources, and the Morgan Stanley Sweep Banks also receive regulatory capital and liquidity benefits from using the sweep program as a source of funds as compared to some other funding sources. The income that a Sweep Bank will have the opportunity to earn through its lending and investing activities in the ordinary market conditions is greater than the fees earned by us and our affiliates from managing and distributing the money market funds which may be available to you as a sweep investment. We have a conflict of interest as we have an incentive to only offer affiliated Money Market Funds in the Cash Sweep program, as MSIM (or another affiliate) will receive compensation for managing the Money Market Fund. We also have a conflict of interest as we offer those affiliated funds and share classes that pay us more compensation than other funds and share classes. You should understand these costs because they decrease the return on your investment. In addition, we intend to receive revenue sharing payments from MSIM in the event a Money Market Fund waives its fees in a manner that reduces the compensation that we would otherwise receive. We either rebate to clients or do not receive compensation on sweep Money Market Fund positions held in our fee-based advisory accounts. Unless your account is a Retirement Account, the fee will not be reduced by the amount of the Money Market Fund management fee or any shareholder servicing and/or distribution or other fees we or our affiliates may receive in connection with the assets invested in the Money Market Fund. For additional information about the Money Market Fund and applicable fees, you should refer to each Money Market Fund’s prospectus. Compensation to MSWM Morgan Stanley has added Program Banks to the BDP in order to maximize the funding value of the deposits in BDP 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 considerations of 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. .In return for receiving deposits through BDP, the Program Banks provide other deposits to the Morgan Stanley Sweep Banks. This reciprocal deposit relationship provides a low-cost source of funding, and capital and liquidity benefits to both the Program Banks and the Morgan Stanley Sweep Banks. The Program Banks pay a fee to a Program Administrator in connection with the reciprocal deposits, but the cost of that fee is not borne directly by Morgan Stanley clients. D. If you invest in the program described in this brochure, a portion of the fees payable to us in connection with your account is allocated on an ongoing basis to MSWM Financial 11  recommend one of these programs described in this Brochure. We address this conflict of interest by disclosing it to you and by requiring Financial Advisors’ supervisors to review your account at account-opening to ensure that it is appropriate for you in light of matters such as your investment objectives and financial circumstances. Advisors. The amount allocated to your MSWM Financial Advisor in connection with accounts opened in programs described in this brochure may be more than if you participated in other MSWM investment advisory programs, or if you paid separately for investment advice, brokerage and other services. MSWM may therefore have a financial incentive to recommend one of the programs in this brochure instead of other MSWM programs or services. Payments from Managers. Managers may also sponsor their own educational conferences and pay expenses of Financial Advisors attending these events. MSWM’s policies require that the training or educational portion of these conferences comprises substantially the entire event. Managers may sponsor educational meetings or seminars in which clients as well as Financial Advisors are invited to participate. If you invest in the program described in this brochure, MSWM may charge a fee less than the maximum fee stated above. The amount of the fee you pay is a factor we use in calculating the compensation we pay your MSWM Financial Advisor. Therefore, MSWM Financial Advisors have a financial incentive not to reduce fees Payments from Mutual Funds and Managers. Please see the discussion in Item 4 C. Managers are allowed to occasionally give nominal gifts to Financial Advisors, and to occasionally entertain Financial Advisors, subject to a limit of $1,000 per employee per year. MSWM’s non-cash compensation policies set conditions for each of these types of payments, and do not permit any gifts or entertainment conditioned on achieving a sales target. Item 5: Account Requirements and Types of Clients MSWM offers its services under this brochure to corporations, Taft Hartley funds, endowments, and foundations, public and private retirement funds including 401(k) plans, family offices and high net worth individuals. Item 6: Portfolio Manager Selection and Evaluation We address conflicts of interest by ensuring that any payments described in this “Payments to Managers” section do not relate to any particular transactions or investment made by MSWM clients with managers. Fund managers or subadvisors participating in programs described in this Brochure are not required to make any of these types of payments. The payments described in this section comply with FINRA rules relating to such activities. Please see the discussion under “Funds in Advisory Programs” in Item 4.C for more information. A. Selection and Review of Portfolio Managers and Funds for the Program Please refer to the discussion in Section 4 A. for a complete description. Calculating Portfolio Managers’ Performance In the program described in this brochure, we calculate performance using a proprietary system. for client accounts, which MSWM’s Performance Reporting Group reviews performance information includes daily reconciliation of positions reported in the firm’s proprietary performance calculation system against the firm’s books and records, and reviewing client accounts & positions where the calculated returns deviate from established thresholds. Payments from Managers of Alternative Investments. Managers of alternative investments offered in the program described in this Brochure may agree to pay us additional fees. We have a conflict of interest in offering alternative investments because we or our affiliates earn more money in your account from your investments in alternative investments than from other investment options. However, in cases where we receive a portion of the management fee paid by you to a manager of an alternative investment and we charge a program fee under the program in this Brochure, we credit such fee to your account (excluding the program participation and administrative service fees described below, as applicable). Also, we do not share this money with your Financial Advisor (i.e. the compensation we pay to your Financial Advisor is not affected by the payments we receive from the alternative investments). Therefore, your Financial Advisor does not have a resulting incentive to buy alternative investments in your account, or to buy certain alternative investments rather than other alternative investments in any of the program in this Brochure. B. Conflicts of Interest MSWM has various conflicts of interest, described below. HedgePremier Program Participation Fees. If you make an investment in a HedgePremier Feeder as a consulting client, you will be subject to a program participation fee (“Program Participation Fee”), a portion of which will be paid to MSWM or its affiliate as an ongoing administrative servicing fee (the “HedgePremier Administrative Servicing Fee”). Such HedgePremier Administrative Servicing Fee is intended to Advisory vs. Brokerage Accounts. MSWM and your Financial Advisor may earn more compensation if you invest in a program described in this Brochure than if you open a brokerage account to buy individual securities (although, in a brokerage account, you would not receive all the benefits of the programs described in the Brochure). In such instance, your Financial Advisors and MSWM have a financial incentive to 12  the aggregate net asset value of Affiliate Acting as Portfolio Manager. Where permitted by law, and except for plan accounts, an affiliate of MSWM may have been selected to act as the manager for one or more your investments. Where this occurs, we or our affiliates earn more money than from other investment options. These relationships create a conflict of interest for us or our affiliates, as there is a financial incentive to recommend the investments. We address this conflict of interest by disclosing it to you and by requiring your consent. compensate MSWM for certain investor servicing support provided in respect of investors in the HedgePremier Feeder. Depending on the HedgePremier Feeders, MSWM will receive a HedgePremier Administrative Servicing Fee of up to 0.10% per annum from investors with an aggregate amount invested in HedgePremier Feeders (minus redemptions or withdrawals) (the “Aggregate Invested”) of less than $5,000,000. MSWM will not receive a HedgePremier Administrative Servicing Fee from any investor in a HedgePremier Feeder with an Aggregate Invested of $5,000,000 or greater, although such investment will still be subject to the applicable Program Participation Fee. The Program Participation Fee and, as such, the HedgePremier Administrative Servicing Fee, are not charged to certain retirement accounts. While you remain in the programs in this Brochure, your Financial Advisor will not receive any portion of the HedgePremier Administrative Servicing Fee. MSWM as Placement Agent. MSWM also acts as placement agent for certain alternative investments whereby such investments are available through MSWM on a non-advisory basis. When an alternative investment is purchased on a placement basis, different terms and conditions, including different fee arrangements, may apply. For example, when a client invests on a placement basis, they do not pay an ongoing advisory fee, however, they pay an upfront placement fee and the program manager receives a higher program participation fee which is shared with MSWM and its Financial Advisors. A Client investing on an advisory basis may pay higher fees, in the aggregate, than if such investment had been made on a placement basis. Different Advice. MSWM and its affiliates may give different advice, take different action, receive more or less compensation, or hold or deal in different securities for any other party, client or account (including their own accounts or those of their affiliates) from the advice given, actions taken, compensation received or securities held or dealt for your account. Platform Fees and Sponsor Fees – Illiquid Feeders. If you make an investment in a private equity, private credit or private real estate feeder fund (the “Illiquid Feeders”) established by an affiliate of Institutional Capital Network, Inc. (“iCapital”), MSWM will be paid an Administrative Services Fee of up to 0.08% per annum of the applicable fee base (as described in the offering memorandum for each Illiquid Feeder). The Administrative Services Fee is intended to compensate MSWM for certain investor servicing support provided in respect of investors in each of these Illiquid Feeders. The amount of the Administrative Services Fee may be reduced under certain circumstances – if reduced, such reduction will be paid to iCapital Strategies LLC, the third party general partner or administratior, as applicable, of the relevant Illiquid Feeder. Finally, an affiliate of MSWM has made an investment in iCapital. As a result, MSWM has an indirect interest in the increased profitability of iCapital through the promotion of its feeder fund business. Trading or Issuing Securities in, or Linked to Securities in, Client Accounts. MSWM and its affiliates may provide bids and offers, and may act as principal market maker, in respect of the same securities held in client accounts. MSWM, the investment managers in its programs, and their affiliates and employees may hold a position (long or short) in the same securities held in client accounts. MS & Co. and/or its affiliates are regular issuers of traded financial instruments linked to securities that may be purchased in client accounts. From time to time, the trading of MSWM, a manager or their affiliates – both for their proprietary accounts and for client accounts – may be detrimental to securities held by a client and thus create a conflict of interest between those trades and the investment advisory services that MSWM provides to you. We address this conflict by disclosing it to you. random allocation or rotation allocation). Oversubscripton Policy. From time to time, MSWM may have limited access to opportunities to place clients in, or recommend client to, alternative investments, particularly in the case of certain private equity and real estate opportunities. Under these circumstances, when MSWM aggregate client subscriptions for an alternative investment exceed the capacity given to MSWM by the alternative investment manager, the alternative investment will be oversubscribed. Where an alternative investment is oversubscribed, MSWM will reduce MSWM employee orders in the first instance as a general matter which may result in MSWM reducing an employee’s commitment to the oversubscribed alternative investment to zero. If the alternative investment remains oversubscribed after a reduction in employee orders, MSWM will reduce client orders on a pro rata basis to address the oversubscription of the alternative investment until MSWM capacity is met. MSWM is not required to allot or prioritize a client for any additional capacity that may become available following the client’s subscription for your reduced amount in such alternative investment. MSWM may change its policy to ensure that the process, as it relates to its advisory clients, remains fair, equitable and consistent with its fiduciary duty to such clients. Trade Allocations. MSWM may aggregate the securities to be sold or purchased for more than one client to obtain favorable execution to the extent permitted by law. Trades may then be allocated in a manner that is equitable and consistent with MSWM’s fiduciary duty to its clients (including pro rata allocation, Allocation methods vary depending on various factors (including the type of investment, the number of shares purchased or sold, the size of the accounts, and the amount of available cash or the size of an existing position in an account). The price to each client is the average price for the aggregate order. 13  economic benefit based on their ownership interest. In addition, subject at all times to best execution for its customers’ orders, it is contemplated that MSWM will route certain customer order flow to its affiliates. Currently, MSWM or its affiliates own equity interests (or interests convertible into equity) of 5% or more in certain Trading Systems or their parent companies, including MEMX Holdings LLC; EOS Precious Metals Limited; CreditDeiv Limited; FXGLOBALCLEAR; Dubai Mercantile Exchange; Japan Securities Depository Center Inc.; Yensai.com Co., Ltd; and Octaura Holdings LLC. Services Provided to Other Clients. MSWM, investment managers and their affiliates provide a variety of services (including research, brokerage, asset management, trading, lending and investment banking services) for each other and for various clients, including issuers of securities that MSWM may recommend for purchase or sale by clients or are otherwise held in client accounts, and investment management firms in the programs described in this brochure. MS & Co., investment managers and their affiliates receive compensation and fees in connection with these services. MSWM believes that the nature and range of clients to which such services are rendered is such that it would be inadvisable to exclude categorically all of these companies from an account. Accordingly, it is likely that securities in an account will include some of the securities of companies for which MSWM, investment managers and their affiliates or an affiliate performs investment banking or other services. Certain Trading Systems offer cash credits for orders that provide liquidity to their books and charge explicit fees for orders that extract liquidity from their books. From time to time, the amount of credits that MSWM and/or MS & Co. receive from one or more Trading System may exceed the amount that is charged. Under these limited circumstances, such payments would constitute payment for order flow. Restrictions on Securities Transactions. There may be periods during which MSWM or investment managers are not permitted to initiate or recommend certain types of transactions in the securities of issuers for which MSWM or one of its affiliates is performing broker-dealer or investment banking services or has confidential or material non-public information. Furthermore, in certain investment advisory programs, MSWM may be compelled to forgo trading in, or providing advice regarding, Morgan Stanley securities, and in certain related securities. These restrictions may adversely impact your account performance. Certain Trading Systems through which MSWM and/or MS & Co. may directly or indirectly effect client trades execute transactions on a “blind” basis, so that a party to a transaction does not know the identity of the counterparty to the transaction. It is possible that an order for a client account that is executed through such a Trading System could be automatically matched with a counterparty that is (i) another investment advisory or brokerage client of MSWM or one of its affiliates or (ii) MSWM or one of its affiliates acting for its own proprietary accounts. Affiliated Sweep Investments. MSWM has a conflict of interest in selecting or recommending BDP or Money Market Funds as the Sweep Investment. See Item 4.C above for more information. MSWM, the managers and their affiliates may also develop analyses and/or evaluations of securities sold in a program described in this brochure, as well as buy and sell interests in securities on behalf of its proprietary or client accounts. These analyses, evaluations and purchase and sale activities are proprietary and confidential, and MSWM will not disclose them to clients. MSWM may not be able to act, in respect of clients’ account, on any such information, analyses or evaluations. MSWM, investment managers and their affiliates are not obligated to effect any transaction that MSWM or a manager or any of their affiliates believe would violate federal or state law, or the regulations of any regulatory or self-regulatory body. MSWM Affiliate in Underwriting Syndicate; MSWM Distribution of Securities; Other Relationships with Security Issuers. If an affiliate of MSWM is a member of the underwriting syndicate from which a security is purchased, we or our affiliates may directly or indirectly benefit from such purchase. If MSWM participates in the distribution of new issue securities that are purchased for a client’s account, MSWM will receive a fee, to be paid by the issuing corporation to the underwriters of the securities and ultimately to MSWM, which will be deemed additional compensation to us, if received by us. Research Reports. Morgan Stanley & Co. LLC (“MS & Co.”) does business with companies covered by its research groups. Furthermore, MS & Co and its affiliates may hold a trading position (long or short) in., the securities of companies subject to such research. Therefore, MS & Co. has a conflict of interest that could affect the objectivity of its research reports. including trading systems Certain Trading Systems. MSWM may effect trades or securities lending transactions on behalf of client accounts through exchanges, electronic communication networks or other alternative (“Trading Systems”), including Trading Systems with respect to which MSWM or its affiliates may have a direct or indirect ownership interest or the right to appoint a board member or observer. If MSWM directly or indirectly effects client trades through Trading Systems in which MSWM or its affiliates have an ownership interest, MSWM or its affiliates may receive an indirect MSWM and/or its affiliates have a variety of relationships with, and provide a variety of services to, issuers of securities investment recommended for client accounts, banking, corporate advisory and services, underwriting, consulting, and brokerage relationships. As a result of these relationships with an issuer, MSWM or its affiliates may directly or indirectly benefit from a client’s purchase or sale of a security of the issuer. For example, MSWM or its affiliates may provide hedging services for compensation to issuers of structured investments (such as structured notes) recommended for client accounts. In such a case, MSWM or its affiliates could benefit if a client account purchased such an instrument, or sold such an instrument to another purchaser in lieu of selling or 14  • Delegate discretion to vote proxies to a third party (other than MSWM). Unless you delegate discretion to a third party to vote proxies, we will forward to you, or your designee, any proxy materials that we receive for securities in your account. We cannot advise you on any particular proxy solicitation result in exchanges, We will not provide advice or take action with respect to legal proceedings (including bankruptcies) relating to the securities in your account, except to the extent required by law. Item 7: Client Information Provided to Portfolio Managers MSWM has access to the information you provide at account opening. Item 8: Client Contact with Portfolio redeeming the instrument back to the issuer, as such transactions could result in the issuer of the instrument continuing to pay MSWM or its affiliates fees or other compensation for the hedging services related to such instrument. Similarly, if the hedging service with respect to such an instrument is not profitable for MSWM or its affiliates, MSWM or its affiliates may benefit if MSWM’s client accounts holding such instruments sold or redeemed them back to the issuer. Also, in the event of corporate actions with respect to securities held in client accounts, to the extent such corporate actions tender offers or similar transactions, MSWM and/or its affiliates may participate in and/or advise on such transactions and receive compensation. The interest of MSWM’s affiliates in these corporate actions may conflict with the interest of MSWM clients. In addition, where an affiliate of MSWM is representing or advising the issuer in a transaction, the interest of the issuer may conflict with client interests and create a potential conflict of interest for MSWM. MSWM also provides various services to issuers, their affiliates and insiders, including but not limited to, stock plan services and financial education for which MSWM receives compensation. Managers C. Financial Advisors Acting as Portfolio In the programs described in this brochure, you may contact your MSWM at any time during normal business hours. Managers Description of Advisory Services See Item 4.A above for a description of the services offered in the programs described in this brochure. Item 9: Additional Information Disciplinary Information This section contains information on certain legal and disciplinary events. Performance-Based Fees The program described in this brochure does not charge performance-based fees. Methods of Analysis and Investment Strategies MSWM Financial Advisors in the program described in this brochure may use any investment strategy when providing investment advice to you. Financial Advisors may use asset allocation recommendations of the MSWM Global Investment Committee (the “MSWM GIC”), the OCIO Investment Committee (the “OCIO Committee”) or the MSFO Investment Committee (the “MSFO Committee”) as a resource but, if so, there is no guarantee that any strategy will in fact mirror or track these recommendations. The OCIO and MSFO Committees are composed of various MSWM investment professionals. The recommendations of the OCIO and MSFO Committees will be targeted to the OCIO program and may at times differ from the recommendations of the MSWM GIC. Investing in securities involves risk of loss that you should be prepared to bear. • On June 8, 2016, the SEC entered into a settlement order with MSWM (“June 2016 Order”) settling an administrative action. In this matter, the SEC found that MSWM willfully violated Rule 30(a) of Regulation S-P (17 C. F. R. § 248.30(a)) (the “Safeguards Rule”). In particular, the SEC found that, prior to December 2014, although MSWM had adopted written policies and procedures relating to the protection of customer records and information, those policies and procedures were not reasonably designed to safeguard its customers’ personally identifiable information as required by the Safeguards Rule and therefore failed to prevent a MSWM employee, who was subsequently terminated, from misappropriating customer account information. In determining to accept the offer resulting in the June 2016 Order, the SEC considered the remedial efforts promptly undertaken by MSWM and MSWM’s cooperation afforded to the SEC Staff. MSWM consented, without admitting or denying the findings, to a censure, to cease and desist from committing or causing future violations, and to pay a civil penalty of $1,000,000. Policies and Procedures Relating to Voting Client Securities If you have an OCIO account you may elect to: • Retain authority and responsibility to vote proxies for your account or • On January 13, 2017, the SEC entered into a settlement order with MSWM (“January 2017 Order”) settling an administrative action. The SEC found that from 2009 through 2015, MSWM inadvertently charged advisory fees in excess of what had been disclosed to, and agreed to by, its legacy CGMI (Citigroup Global Markets Inc., a predecessor to MSWM) clients, and, from 2002 to 2009 and 15  including certifications related affected clients, made significant enhancements to its policies, procedures and systems (“Enhanced MSWM Policies”) and hired additional fraud operations personnel. The SEC found that MSWM willfully violated section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. The SEC also found that MSWM failed to supervise the FA pursuant to its obligations under Section 203(e)(6) of the Advisers Act. MSWM consented, without admitting or denying the findings, to a censure; to cease and desist from to certain committing or causing future violations; undertakings, the to implementation and adequacy of the Enhanced MSWM Policies and to pay a civil penalty of $3,600,000. from 2009 to 2016, MS&Co. and MSWM, respectively, inadvertently charged fees in excess of what was disclosed to and agreed to by their clients. The SEC also found that MSWM failed to comply with requirements regarding annual surprise custody examinations for the years 2011 and 2012, did not maintain certain client contracts, and failed to adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Investment Advisers Act of 1940 (the “Advisers Act”). The SEC found that, in relation to the foregoing, MSWM willfully violated certain sections of the Advisers Act. In determining to accept the offer resulting in the January 2017 Order, the SEC considered the remedial efforts promptly undertaken by MSWM. MSWM consented, without admitting or denying the findings, to a censure, to cease and desist from committing or causing future violations, to certain undertakings related to fee billing, books and records and client notices and to pay a civil penalty of $13,000,000. to accept the order, • On February 14, 2017, the SEC entered into a settlement order with MSWM settling an administrative action. The SEC found that from March 2010 through July 2015, MSWM solicited approximately 600 non-discretionary advisory accounts to purchase one or more of eight single inverse exchange traded funds (“SIETFs”), without fully complying with its internal written compliance policies and procedures related to these SIETFs, which among other things required that clients execute a disclosure notice, describing the SIETF’s features and risks, prior to purchasing them, for MSWM to maintain the notice, and for subsequent related reviews to be performed. The SEC found that, despite being aware of deficiencies with its compliance and documentation of the policy requirements, MSWM did not conduct a comprehensive analysis to identify and correct past failures where the disclosure notices may not have been obtained and to prevent future violations from occurring. The SEC found that, in relation to the foregoing, MSWM willfully violated section 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-7 thereunder. MSWM admitted to certain facts and consented to a censure, to cease and desist from committing or causing future violations, and to pay a civil penalty of $8,000,000. • On May 12, 2020, the SEC entered into a settlement order with MSWM settling an administrative action which relates to certain information provided in marketing and client communications to retail advisory clients in MSWM’s wrap fee programs with third-party managers and MSWM’s policies and procedures related to trades not executed at MSWM. In the applicable wrap fee programs, the third- party manager has the discretion to place orders for trade execution on clients’ behalf at a broker-dealer other than Morgan Stanley. MSWM permits managers to “trade away” from MSWM in this manner in order to seek best execution for trades. The SEC found that, from at least October 2012 through June 2017, MSWM provided incomplete and inaccurate information indicating that MSWM executed most client trades and that, while additional transaction- based costs were possible, clients did not actually incur them in the ordinary course. The SEC found that this information was misleading for certain retail clients because some wrap managers directed most, and sometimes all, client trades to third-party broker-dealers for execution, which resulted in certain clients paying transaction-based charges that were not visible to them. The SEC also found that, on occasion, wrap managers directed trades to MSWM-affiliated broker- dealers in which clients incurred transaction-based charges in violation of MSWM’s affiliate trading policies without detection by MSWM. The SEC noted in the order that it considered certain remedial acts undertaken by MSWM in determining including MSWM enhancing its disclosures to clients, implementing training of financial advisors, enhancing relevant policies and procedures, and refunding clients’ transaction based charges paid to Morgan Stanley affiliates. The SEC found that MSWM willfully violated certain sections of the Investment Advisers Act of 1940, specifically Sections 206(2) and 206(4) and Rule 206(4)-7 thereunder. MSWM consented, without admitting or denying the findings and without adjudication of any issue of law or fact, to a censure; to cease and desist from committing or causing future violations; and to pay a civil penalty of $5,000,000. the FA, and reported the fraud to • On December 9, 2024, the SEC entered into a settlement order with MSWM settling an administrative action, which relates to misappropriation of client funds in brokerage and advisory accounts by four former MSWM financial advisors (the “FAs”). The SEC found that MSWM failed to adopt and implement policies and procedures reasonably designed to prevent personnel from misusing and misappropriating funds in client accounts and that MSWM’s inadequate • On June 29, 2018, the SEC entered into a settlement order with MSWM settling an administrative action which relates to misappropriation of client funds in four related accounts by a single former MSWM financial advisor (“FA”). The SEC found that MSWM failed to adopt and implement policies and procedures or systems reasonably designed to prevent personnel from misappropriating assets in client accounts. The SEC specifically found that, over the course of eleven months, the FA initiated unauthorized transactions in the four related client accounts in order to misappropriate client funds. The SEC found that while MSWM policies provided for certain reviews prior to issuing disbursements, such reviews were not reasonably designed to prevent FAs from misappropriating client funds. Upon being informed of the issue by representatives of the FA’s affected clients, MSWM promptly conducted an internal investigation, terminated law MSWM also fully repaid the enforcement agencies. 16  Broker-Dealer Registration. As well as being a registered investment advisor, MSWM is registered as a broker-dealer. Restrictions on Executing Trades. As MSWM is affiliated with MS & Co., its affiliates, the following restrictions apply when executing client trades: • MSWM and MS & Co. generally do not act as principal in executing trades for MSWM investment advisory clients. • Regulatory restrictions may limit your ability to purchase, hold or sell equity and debt issued by Morgan Stanley Parent and its affiliates in some investment advisory programs. to execute services • Certain regulatory requirements may limit MSWM’s ability transactions through alternative (e.g., electronic communication execution networks and crossing networks) owned by MSWM, MS & Co. or their affiliates. These restrictions may adversely impact client account performance. policies and procedures and systems to implement them led to its failure reasonably to supervise the four FAs, who misappropriated funds from client and customer accounts while employed at MSWM. Specifically, the SEC found that MSWM failed to adopt and implement policies and procedures reasonably designed to prevent and detect unauthorized externally-initiated ACH payments and unauthorized cash wires. Upon being informed of the potential unauthorized activity in the customer accounts of two of the FAs, MSWM promptly investigated the matters, terminated the FAs, reported the fraud to law enforcement agencies, and fully repaid the affected clients. MSWM also conducted a retroactive review of payment instructions for externally-initiated ACH payment instructions, which led to the identification of misconduct by the other two FAs. MSWM accordingly terminated the other two FAs and On its own reported the misconduct to SEC staff. initiative, MSWM instituted new written procedures to address the conduct at issue and retained an independent compliance consultant to perform a review and assessment. The SEC found that MSWM willfully violated section 206(4) of the Investment Advisers Act of 1940 (“Advisers Act”) and Rule 206(4)-7 thereunder. The SEC also found that MSWM failed to supervise the FAs within the meaning of Section 203(e)(6) of the Advisers Act and/or Section 15(b)(4)(E) of the Securities Exchange Act of 1934. MSWM consented, without admitting or denying the findings, to a censure; to cease and desist from committing or causing future violations; to certain undertakings, including the retention of an Independent Compliance Consultant to review MSWM’s policies, procedures and controls related to the conduct in the Order and to pay a civil penalty of $15,000,000. Related Investment Advisors and Other Service Providers. MSWM has related persons that are registered investment advisers in various investment advisory programs (including Morgan Stanley Investment Management Inc., Morgan Stanley Investment Management Limited and Consulting Group Advisory Services LLC as well as Eaton Vance Management and its affiliates). If you invest your assets and use an affiliated firm to manage your account, MSWM and its affiliates earn more money than if you use an unaffiliated firm. Generally, for ERISA or other retirement accounts, MSWM rebates or offsets fees so that MSWM complies with IRS and Department of Labor rules and regulations. MSWM’s Form ADV Part 1 contains further information about its disciplinary history, and is available on request from your Financial Advisor Other Financial Industry Activities and Affiliations Morgan Stanley Investment Management Inc. and Eaton Vance Management and its affiliates, serve in various advisory, management, and administrative capacities to open-end and closed-end investment companies and other portfolios (some of which are listed on the NYSE). Morgan Stanley Services Company Inc., its wholly owned subsidiary, provides limited transfer agency services to certain open-end investment companies. Morgan Stanley (“Morgan Stanley Parent”) is a financial holding company under the Bank Holding Company Act of 1956. Morgan Stanley Parent is a corporation whose shares are publicly held and traded on the NYSE. Activities of Morgan Stanley Parent. Morgan Stanley Parent is a global firm engaging, through its various subsidiaries, in a wide range of financial services including: • securities underwriting, distribution, trading, merger, acquisition, restructuring, real estate, project finance and other corporate finance advisory activities • merchant banking and other principal investment activities (including pursuant • brokerage and research services Morgan Stanley Distributors Inc. serves as distributor for these open-end investment companies, and has entered into selected dealer agreements with MSWM and affiliates. Morgan Stanley Distributors Inc. also may enter into selected dealer agreements with other dealers. Under these agreements, MSWM and affiliates, and other selected dealers, are compensated for sale of fund shares to clients on a brokerage basis, and for shareholder servicing to plans of distribution adopted by the investment companies pursuant to Rule 12b-l under the Investment Company Act of 1940). • asset management • trading of foreign exchange, commodities and structured financial products and • global custody, securities clearance services, and securities lending. Related persons of MSWM act as a general partner, administrative agent or special limited partner of a limited partnership or managing member or special member of a limited liability company to which such related persons serve as adviser or sub-adviser and in which clients have been 17  solicited in a brokerage or advisory capacity to invest. In some cases, the general partner of a limited partnership is entitled to receive an incentive allocation from a partnership. See Item 4.C above for a description of cash sweep investments managed or held by related persons of MSWM. terms of the particular product and the related risks. The composition and characteristics of SOFR are not the same as LIBOR and, as a result, SOFR may not perform in the same way as LIBOR would have. Further, the SOFR-linked products that have been issued to date apply different market conventions to calculate interest and therefore these products have different risks and considerations. See Item 6.B above for a description of various conflicts of interest. Market Transition Away from LIBOR. The following applies to holders of products directly or indirectly linked to the London Interbank Offered Rate (“LIBOR”) or the Secured Overnight Financing Rate (“SOFR”) and investors that are considering purchasing such products. Depending on your current holdings and investment plans, this information may or may not be applicable to you. Affiliates of MSWM participate on central bank committees that have been selecting alternative rates and developing transition plans for trading these new rates. In addition, MSWM and its affiliates may have interests with respect to LIBOR- and SOFR-linked products that conflict with yours as an investor. As with any investment, make sure you understand the terms of any LIBOR- and SOFR-based products you hold and the terms of those that you are considering purchasing. Other products and services offered by or through MSWM or its affiliates, such as loans and mortgage products, may have different terms and conditions and may be affected by the potential replacement of LIBOR differently than LIBOR-based securities. LIBOR had been a widely used interest rate benchmark in bond, loan and derivative contracts, as well as consumer lending instruments such as mortgages. However, as a result of concerns with the integrity of LIBOR and how it is determined, LIBOR will cease to be published and will be replaced by alternative reference rates. products, please This is a developing situation and the above information is subject to change. For more information on the potential replacement of LIBOR, the recommended alternative rate, SOFR, and certain considerations relating to LIBOR- and SOFR-linked see www.morganstanley.com/wm/LIBOR. Please also contact a member of your Morgan Stanley team for information, including if you have questions about whether you hold LIBOR-based products. Specifically, overnight and one-, three-, six- and 12-month USD LIBOR will no longer be published after June 30, 2023. However, regulators have indicated that the time until then is to be used only for managing existing LIBOR-based products. All settings for GBP, EUR, JPY and CHF LIBOR, and one- week and two-month settings for USD LIBOR, are no longer being published, although synthetic versions of GBP and JPY LIBOR rates will be published for a period of time. The committee convened by the U.S. Federal Reserve Board and the Federal Reserve Bank of New York, the Alternative Reference Rates Committee (ARRC), has selected SOFR as the recommended alternative benchmark rate to USD LIBOR. Code of Ethics MSWM’s Investment Adviser Code of Ethics (“Code”) applies to its employees, supervisors, officers and directors engaged in offering or providing investment advisory products and/or services (collectively, the “Employees”). In essence, the Code prohibits Employees from engaging in securities transactions or activities that involve a material conflict of interest, possible diversion of a corporate opportunity, or the appearance of impropriety. Employees must always place the interests of MSWM’s clients above their own and must never use knowledge of client transactions acquired in the course of their work to their own advantage. Supervisors are required to use reasonable supervision to detect and prevent any violations of the Code by the individuals, branches and departments that they supervise. the economics of The Code generally operates to protect against conflicts of interest either by subjecting Employee activities to specified limitations (including pre-approval requirements) or by prohibiting certain activities. Key provisions of the Code include: for those contracts without effective • The requirement for certain Employees, because of their potential access to non-public information, to obtain their supervisors' prior written approval or provide pre-trade notification before executing certain securities transactions for their personal securities accounts; The market transition away from LIBOR to alternative rates is complex and could have a range of impacts on financial products and transactions directly or indirectly linked to LIBOR. For example, the fallback provisions in your LIBOR- based products, or the absence thereof, could have an adverse effect on the value of such products as well as your investment strategy. Documentation governing existing LIBOR-based products may contain “fallback provisions”, which provide for how the applicable interest rate will be calculated if LIBOR ceases or is otherwise unavailable. Fallback provisions can materially differ across products and even within a given asset class. Furthermore, such provisions may not contemplate alternative reference rates such as SOFR (in particular in older documentation) and/or may result in increased uncertainty and change the product when LIBOR ceases. Clients utilizing hedging strategies may also face basis risk due to inconsistent fallback provisions in their various investments. Recently, federal legislation was signed into law that will provide for a SOFR-based rate plus a spread to replace LIBOR fallback provisions. • Additional restrictions on personal securities transaction activities applicable to certain Employees (including With respect to an investment in SOFR-linked products and products that will fallback to SOFR, you should understand the 18  See Item 4.A above for a discussion of account statements, Investment Monitors. Financial Advisors and other MSWM employees who act as portfolio managers in MSWM investment advisory programs); Client Referrals and Other Compensation See “Payments from Managers” in Item 6.B above. • Requirements for certain Employees to provide initial and annual reports of holdings in their Employee securities accounts, along with quarterly transaction information in those accounts; and • Additional requirements for pre-clearance of other activities including, but not limited to, Outside Business Activities, Gifts and Entertainment, and U.S. Political Contributions and Political Solicitations Activity. MSWM may compensate affiliated and unrelated third parties for client referrals in accordance with Rule 206(4)-1 of the Advisers Act. If the client invests in an investment advisory program, the compensation paid to any such entity will typically consist of an ongoing cash payment stated as a percentage of MSWM’s advisory fee or a one-time flat fee, but may include cash payments determined in other ways. You may obtain a copy of the Code of Ethics from your Financial Advisor. Financial Information MSWM is not required to include a balance sheet in this brochure because MSWM does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. Reviewing Accounts At account opening, your MSWM Financial Advisor must ensure that, and the Financial Advisor’s Branch Manager confirms that, the account and the investment style are appropriate investments for you. MSWM does not have any financial conditions that are reasonably likely to impair its ability to meet its contractual commitments to clients. MSWM and its predecessors have not been the subject of a bankruptcy petition during the past ten years. Your Financial Advisor is then responsible for reviewing your account on an ongoing basis. We will ask you at least annually if your investment objectives have changed. If your objectives change, your Financial Advisor will recommend a modification to your portfolio to be appropriate for your needs. 19  Exhibit A Tax Management Terms and Conditions (These Tax Management Terms and Conditions apply only to clients who have notified their Financial Advisor that they have elected Tax Management services) A. INTRODUCTION Morgan Stanley Smith Barney LLC (“MSWM”) is the sponsor of the OCIO program. Tax Management Services, as described in these Terms and Conditions (“Tax Management Services”), are available for OCIO accounts. In order to receive Tax Management Services, the OCIO client (“Client”) must tell the Client’s Financial Advisor that the Client desires Tax Management Services, and what Maximum Tax and Realized Capital Gain Instructions (see B. Below) the Client desires for the Client’s OCIO account (the “Account”). In that event, these Tax Management Terms and Conditions will govern Tax Management in the Account. Tax Management Services enable Client to instruct MSWM to seek to limit net realized capital gains (which are taxable for many investors) from transactions in equity securities in the equity separate account sleeve(s) (as well as in transactions in certain exchange traded funds (“ETFs”) and mutual funds) in the Account”, as and to the extent described in this form. Overlay Manager incorporates the instructions provided on this form (the ”Instructions”) into the Tax Management Services it provides until Client or MSWM terminates the Tax Management Services or changes these Instructions by notifying Client’s MSWM Financial Advisor or Private Wealth Advisor (collectively, “Financial Advisor”). Please review all Sections of these terms and conditions carefully for important information about Tax Management Services, including the significant limitations and increased risk of loss associated with Tax Management Services. Tax Management Services do not constitute a complete tax-sensitive management program and neither MSWM, Overlay Manager nor any of their affiliates, provides tax advice or guarantees that Tax Management Services will produce a particular tax result. Client should consult a tax advisor in deciding whether to elect Tax Management Services, what Instructions to provide in Section B below, and whether, when and how to update such Instructions. B. MAXIMUM TAX AND REALIZED CAPITAL GAIN INSTRUCTIONS FOR THIS ACCOUNT Client must provide a mandate, or indicate that no mandate is desired, by notifying the Client’s Financial Advisor, per the Instructions listed below in this Section B. Utilize Instruction (1), (2) or (3) below by notifying the Financial Advisor of the desired dollar amount(s) for each Instruction. Use instruction (4) below if not Maximum Tax Bill or Net Gain is desired. Carefully review all Sections of this form for important related information, including the significant limitations and increased risk of loss associated with Instructions. 1. Maximum TAX BILL Instruction (Based on Assumed Tax Rates) -- Each calendar year, seek to limit Federal tax bill from net capital gains realized in the Account to the amount specified to the Financial Advisor. Delay transactions if necessary to do so. For this purpose, calculate tax using assumed tax rates of 40.8% for short-term gains and 23.8% for long-term gains. Because actual Client tax rates may vary from the assumed tax rates in this Instruction (for example, because of state and local taxes and/or alternative minimum tax), actual Client tax liability from realized gains may exceed any dollar amount specified in this Instruction. Please see Section 7 below, for information on possible consequences of Overlay Manager delaying transactions in order to comply with this Instruction. 2. Maximum NET GAIN Instruction -- Each calendar year, seek to limit the aggregate of net short-term and long-term gains realized in the Account realized in the Account to the amount specified to the Financial Advisor. Delay transactions if necessary to do so. Please see Section 7 below, for information on possible consequences of Overlay Manager delaying transactions in order to comply with this Instruction. 3. Maximum NET SHORT-TERM AND LONG-TERM GAIN Instructions -- Each calendar year, seek to limit net short- term gains and net long-term gains realized in the Account to the amount specified to the Financial Advisor. Delay transactions if necessary to do so. Please see Section 7 below, for information on possible consequences of Overlay Manager delaying transactions in order to comply with this Instruction. 4. No Maximum Tax Bill, Maximum Net Gain or Maximum Net Short-Term or Long-Term Gain Instruction – Do not seek to limit the maximum tax bill, net gain or net short-term or long-term gain to specified amounts. CERTAIN IMPORTANT SERVICE FEATURES AND OTHER DISCLOSURES - The provisions of this Section C apply C. regardless of whether the Client provided a mandate or indicated that no mandate is desired, in accordance with Section B above. 1. Limited Scope of Tax Management Services. Tax Management Services do not: (a) affect management of any fixed income separate account sleeve included in Client’s Account; (b) consider dividends in Client’s Account or any assets, transactions or other activity outside the Account; or (c) include in tax loss selling any Master Limited Partnerships for which an IRS Schedule K-1 is sent to the Client. 20  2. Changes to Tax Management Instructions. A future change in Client’s tax status and/or other tax-related developments, including gains or losses outside Client’s Account, may prevent the Tax Management Services from producing the tax-related effects Client desires and may make it advisable for Client to change the Instructions provided on this Form. Client should contact Client’s MSWM Financial Advisor to make any changes in the Instructions. Unless MSWM requires written notice of changes in these Instructions, Client may provide MSWM with oral notice of any such changes. 3. Tax-Loss Selling. For the purposes of these Instructions, “Wash Rule Eligible” securities shall be equity, ETF and mutual fund securities in the Client’s Account (other than Master Limited Partnerships for which an IRS Schedule K-1 is sent to the Client) for which a capital loss could be realized as a result of a sale, under the IRS “wash sale rules”. In identifying Wash Rule Eligible securities, Overlay Manager will consider only identical securities, and only transactions in securities that take place in the Client’s Account. Overlay Manager will seek to identify Wash Rule Eligible Securities, though it cannot guarantee that a “wash sale” won’t occur. Moreover, there is no guarantee that the IRS will not view the replacement security as substantially identical to the sold security, thereby resulting in a “wash sale”. If any net gains have been realized as of fifteen (15) days prior to the last day of any or all of calendar quarter in any year(s) 1, 2, and/or 3, Overlay Manager will, within the following five (5) business days and subject to the following sentence, sell Wash Rule Eligible Securities (excluding mutual fund securities), to the extent needed (and available) to realize losses offsetting such realized net gains. If any unrealized losses are available as of fifteen (15) days prior to the last day of the last calendar quarter, Overlay Manager will, within the following five (5) business days and subject to the following sentence, sell Wash Rule Eligible Securities (including mutual fund securities), to the extent available to realize all eligible losses. If, at any time during a calendar year, unrealized losses totaling an amount equal to, or greater than, ten (10%) percent of the total account market value become available, Overlay Manager will sell all Wash Rule Eligible Securities (excluding mutual fund securities). To realize losses as provided in the previous sentence, Overlay Manager will only sell Wash Rule Eligible Security positions held at a dollar loss that is equal to or greater than $1000 for Accounts of more than $10 million and where the underlying unrealized tax lots hold an equal to or greater than 5% loss to such lots original cost basis ($500 for Accounts of $5 million to $10 million, $300 for Accounts of $1 million to $5 million, and $100 for Accounts less than $1 million). In effecting such sales, Overlay Manager will give first priority to selling any Wash Rule Eligible security positions that are not recommended as part of the selected Investment Portfolio (“Non-Model Securities”) and second priority to selling Wash Rule Eligible security positions that are recommended as part of such Portfolio (“Model Securities”). In each case, the position with the largest dollar loss will be sold first (regardless of whether any gain or loss is long-term or short-term). Notwithstanding the foregoing, Overlay Manager will not sell any position for the purpose of realizing a loss as provided in this Section C.3, in a Client’s Account with an inception date more recent than 23 calendar days prior to the last day of the current calendar quarter. This approach may result in (a) the Account’s holdings of Model Securities varying significantly from the recommendations of the Sub-Manager(s) selected for the Account, and (b) the Account missing future gains on securities sold in accordance with the foregoing. 4. Wash Sale Rules. Tax Management Services will attempt to prevent certain wash sale violations. If a security is sold at a loss, the security will not be re-acquired for a separate account sleeve of the Account within thirty (30) days after the date of sale. If the sold security is, or after the sale becomes, a Model Security, such security will be purchased for the Account after such thirty (30) day period expires, if it is then still a Model Security. During the tax loss selling periods, Overlay Manager will seek to invest the sale proceeds in an ETF representing a broad portion of the applicable security market (may be predominantly or wholly U.S.). In the event that an ETF cannot be purchased without violating wash sale rules, the sale proceeds will remain in cash. Thirty-one (31) days after the sale, Overlay Manager will sell any such ETF without regard for any Instruction and, to the extent then consistent with the selected Investment Portfolio, invest the proceeds in the Model Security originally sold at a loss. 5. Client Withdrawals, Fee Payments & ETFs. If sale transactions needed to generate funds for Client withdrawals or Account fee payments would result in realized net gains exceeding an applicable Instruction, Overlay Manager will generate funds for such withdrawals and payments by giving first priority to selling any Wash Rule Eligible Non-Model Security positions that are not held at a gain; second priority to selling Wash Rule Eligible Model Security positions that are held at a loss (largest dollar losses are realized first); third priority to selling any Wash Rule Eligible Non-Model Security positions held at a gain (largest dollar gains are realized first); and fourth priority to selling Wash Rule Eligible Account Model Security positions as needed to eliminate any overweights in such positions (largest overweights are eliminated first). This approach may result in the Account’s realization of net gains that exceed an applicable Instruction and also may result in the Account’s holdings of Model Securities varying significantly from the recommendations of the Sub-Manager(s) selected for the Account. In addition, an Instruction will not be applied to sales of ETFs acquired and temporarily held at Client direction in connection with a Client-directed tax loss harvesting. Overlay Manager will not sell ETFs in this situation if the sales result in realized gains that exceed the Instruction provided by the Client as described in Section B, above. 6. Increased Risk of Loss. Tax Management Services involve an increased risk of loss because they may result in the Account not receiving the benefit (e.g., realized profit, avoided loss) of securities transactions and/or rebalancings that would otherwise take place in accordance with investment decisions of Overlay Manager or MSWM and investment recommendations of Sub- Managers selected for the Account. For example, if at any point during a calendar year, sales of securities in the Account’s equity separate account sleeve(s) during such year have resulted in the specified maximum tax (calculated using the assumed tax rates) or net capital gains, no more net capital gains will be realized in the Account during the remainder of the year (unless offsetting losses are first realized). This may result in recommended security sale and/or purchase transactions and/or 21  rebalancings made for other client accounts not being effected for Client’s Account. Any tax-related benefits that result from Tax Management Services may be negated or outweighed by investment losses and/or missed gains (realized and unrealized) that also may result. 7. Delayed Transactions. A transaction that is not effected for the Account when made for other client accounts because of an Instruction will be implemented for the Account when the transaction is no longer inconsistent with the Instruction, if the transaction is then consistent with the applicable Sub-Manager’s model portfolio or the rebalancing decisions of MSWM or Overlay Manager. If multiple transactions not effected because of an Instruction simultaneously become consistent with the Instruction, priority is given to effecting the largest such transaction, followed by the next largest and so on. 8. Funding Account with Securities. Client may fund the Account in whole or in part with equity and/or fixed income securities acquired outside the Account (“Transferred Securities”). Funding the Account with Transferred Securities could result in the Account being invested in a concentrated number of securities. Client understands and acknowledges that when an Account is invested in a concentrated number of securities, a decline in the value of these securities would cause the value of the Account to decline to a greater degree than that of a less concentrated portfolio. Overlay Manager will sell each Wash Rule Eligible Transferred Security promptly after it is transferred into the Account and invest the proceeds in accordance with the Investment Portfolio selected for the Account, unless and to the extent that (a) the Transferred Security is then recommended as part of such Portfolio, or (b) subject to the 50% limitation described below, the sale of the Transferred Security would be contrary to an applicable Instruction. The aggregate value of Transferred Security positions that are Non-Model Securities may not exceed 50% of the Account’s value at Account inception or any later time a Non-Model Security is transferred into the Account. If this limitation is exceeded, Overlay Manager will notify MSWM and MSWM will attempt to notify Client orally or in writing so Client can take action to bring the Account into compliance with the 50% limitation. If no such action is taken and the limitation is still exceeded sixty (60) calendar days later, Overlay Manager will sell as much of the Account’s Non-Model Security positions as is necessary to bring the Account into compliance with the limitation, without regard for any gains that may be realized. Overlay Manager will sell the Account’s largest Non-Model Security position first, then the next largest Non-Model Security position, and so on. 9. Certain Non-Model Security Disclosures. (a) Account fees payable by Client will be based in part on the value of any Non- Model Security held in an equity separate account sleeve of the Account; and (b) No discretionary or non-discretionary advice as to the investment merits of continuing to hold a Non-Model Security will be provided as part of the CIO program and thus there will be an increased risk of loss associated with holdings of Non-Model Securities—the larger any such holding, the greater such risk of loss. Holding Non-Model Securities in a Client Account may adversely impact investment performance. 10. Tax Lot Sales Prioritization. When selling a security that is held in two or more tax lots except as provided in Section C.3 above, Overlay Manager will seek to minimize the capital gains tax consequences of the sale (and in doing so may consider the holding periods (long-term or short-term) of the securities sold). D. CLIENT ACKNOWLEDGMENT AND AGREEMENT Client selects Tax Management Services, as described in this form, for the Account and acknowledges and agrees that: (i) Client has read, understands and accepts this entire form, including without limitation the Instruction(s) given in Section B above and all risk, service limitations and other disclosures included in Sections A, B, C and D of this form; (ii) this form supersedes and replaces any Tax Management Services form previously provided, or tax management instructions previously given, by Client for the Account designated below; (iii) Tax Management Services do not constitute tax advice or a complete tax management program; (iv) neither MSWM nor any of its employees and affiliates provide tax advice, tax planning advice or legal advice; (v) the Tax Management Services are based on, and depend substantially on, information and instructions provided by Client, which information and instructions are the Client’s sole responsibility; (vi) in providing the Tax Management Services, MSWM will rely on the information provided by Client on this form, and to the extent such information is inaccurate or incomplete, the Tax Management Services provided may be adversely affected; (vii) there is no guarantee that the Tax Management Services will produce the desired tax results; (viii) the Tax Management Services may result in the Account not receiving, in whole or in part, the benefit (e.g., realized profit, avoided loss) of rebalancing and/or securities transactions that would have been effected if Client had not selected Tax Management Services for the Account; (ix) the Tax Management Services may cause the composition and performance of the Account to vary significantly from the composition and performance of other client accounts, including without limitation accounts for which Tax Management Services have not been selected; (x) any tax benefits resulting from Tax Management Services may be exceeded or outweighed by investment losses and/or missed gains (realized and unrealized) that also result from Tax Management Services; (xi) Client understands and accepts the Tax Management Services and their associated risks, including without limitation the increased risk of loss associated with any Instructions given by Client in Section B of this form; (xii) Client has concluded that the Tax Management Services are appropriate for Client’s circumstances and (xiii) MSWM may amend these Tax Management Terms and Conditions, or terminate Tax Management Services with respect to Client’s Account, by giving written notice to Client. MSWM does not provide tax or legal advice. Any taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. 22  Exhibit B: Affiliated Money Market Funds Fee Disclosure Statement and Float Disclosure Statement Sweep Vehicles in Retirement Accounts Retirement Accounts generally effect temporary sweep transactions of new free credit balances into Deposit Accounts established under the Bank Deposit Program. The table below describes the fees and expenses charged to assets invested in shares of the money market funds in which the account invests (expressed as a percentage of each fund’s average daily net assets for the stated fiscal year). Note that: • The rate of Advisory Fee and Distribution and Service Fees (including 12b-1 fees) (whether in basis points or dollars) may not be increased without first obtaining shareholder approval. • Expenses designated as “Other Expenses” include all expenses not otherwise disclosed in the table that were deducted from each fund’s assets or charged to all shareholder accounts in the stated fiscal year (and may change from year to year). These fees and expenses may be paid to MSWM and its affiliates for services performed. The aggregate amount of these fees is stated in the tables below. The amounts of expenses deducted from a fund’s assets are shown in each fund’s statement of operations in its annual report. Morgan Stanley Investment Management (and/or its affiliates) may, from time to time, waive part or all of its advisory fee or assume or reimburse some of a fund’s operating expenses. (This may be for a limited duration.) Such actions are noted in the fund’s prospectus and/or statement of additional information. The table below shows the Total Annual Fund Operating Expenses (before management fee waivers and/or expense reimbursements) and the Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements. MSWM expects to provide services as a fiduciary (as that term is defined under ERISA or the Code) with respect to Retirement Accounts. MSWM believes that investing in shares of the funds for sweep purposes may be appropriate for Retirement Plans because using professionally managed money market funds allows you to access cash on an immediate basis, while providing a rate of return on your cash positions pending investment. As is typical of such arrangements, we use only affiliated money funds for this purpose. MSWM also believes that investing a Retirement Plan’s assets in the Deposit Accounts may also be appropriate. Terms of the Bank Deposit Program are further described in the Bank Deposit Program Disclosure Statement, which has been provided to you with your account opening materials. The fund expense information below reflects the most recent information available as of December 31, 2024, and is subject to change. Please refer to the funds’ current prospectuses, statements of additional information and annual reports for more information. Fund Advisory Fee Distribution and Service Fees Shareholder Service Fee Other Expenses Total Annual Fund Operating Expenses Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements MSILF Government Securities- Participant Share Class 0.15% 0.25% 0.25% 0.08% 0.73% 0.45% MS U.S. Government Money Market Trust 0.15% N/A 0.10% 0.11% 0.36% 0.36% 23  Interest Earned on Float If MSWM is the custodian of your account, MSWM may retain as compensation, for providing services, the account’s proportionate share of any interest earned on cash balances held by MSWM (or an affiliate) with respect to assets awaiting investment including: • new deposits to the account (including interest and dividends) and • uninvested assets held by the account caused by an instruction to the custodian to buy and sell securities (which may, after the period described below, be automatically swept into a sweep vehicle). This interest is generally at the prevailing Federal Funds interest rate. Generally, with respect to such assets awaiting investment: o when the custodian receives the assets on a day on which the NYSE is open (“Business Day”) and before the NYSE closes, the custodian earns interest through the end of the following Business Day and o when the custodian receives the assets on a Business Day but after the NYSE closes, or on a day which is not a Business Day, the custodian earns interest through the end of the second following Business Day. 24 

Form ADV Firm Brochure Morgan Stanley Smith Barney LLC Financial Planning Services March 28, 2025 2000 Westchester Avenue Purchase, NY 10577 Tel: (914) 225-1000 www.morganstanley.com This Firm Brochure provides information about the qualifications and business practices of Morgan Stanley Smith Barney LLC (“MSWM”). If you have any questions about the contents of this Brochure, please contact us at (914) 225-1000. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about MSWM also is available on the SEC’s website at www.adviserinfo.sec.gov. Registration with the SEC does not imply a certain level of skill or training.  Item 2: Material Changes This section identifies and discusses material changes to the ADV Brochure since the version of this Brochure dated December 16, 2024. For more details on any particular matter, please see the item in this ADV Brochure referred to in the summary below. 2  Item 3: Table of Contents Item 1: Cover Page .................................................................................................................................................................................... 1 Item 2: Material Changes ........................................................................................................................................................................... 2 Item 3: Table of Contents .......................................................................................................................................................................... 3 Item 4: Advisory Business ......................................................................................................................................................................... 4 A. Description of MSWM, Principal Owners.......................................................................................................................... 4 Description of Advisory Services ....................................................................................................................................... 4 B. Customized Advisory Services and Client Restrictions ..................................................................................................... 5 C. Portfolio Management Services to Wrap Fee Programs ..................................................................................................... 5 D. Assets Under Management (“AUM”) ................................................................................................................................. 5 E. Item 5: Fees and Compensation ................................................................................................................................................................. 5 Compensation for Advisory Services ................................................................................................................................. 5 Method of Payment of Fees ................................................................................................................................................ 5 Additional Fees and Expenses ............................................................................................................................................ 5 Payment of Fees in Advance .............................................................................................................................................. 5 Compensation for the Sale of Securities or Other Investment Products ............................................................................. 5 A. B. C. D. E. Item 6: Performance Based Fees and Side by Side Management .............................................................................................................. 5 Item 7: Types of Clients ............................................................................................................................................................................. 6 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ...................................................................................................... 6 Method of Analysis and Investment Strategies .................................................................................................................. 6 Material, Significant, or Unusual Risks Relating to Investment Strategies ........................................................................ 6 Risks Associated with Particular Types of Securities ......................................................................................................... 6 A. B. C. Item 9: Disciplinary Information ............................................................................................................................................................... 6 Item 10: Other Financial Industry Activities and Affiliations ................................................................................................................... 8 Broker-Dealer Registration Status ...................................................................................................................................... 8 Commodity Pool Operator or Commodity Trading Adviser Registration Status ............................................................... 8 Material Relationships or Arrangements with Industry Participants .................................................................................. 8 Material Conflicts of Interest Relating to Other Investment Advisers................................................................................ 8 A. B. C. D. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ............................................................... 8 Item 12: Brokerage Practices ..................................................................................................................................................................... 9 Item 13: Review of Accounts..................................................................................................................................................................... 9 Item 14: Client Referrals and Other Compensation ................................................................................................................................... 9 Item 16: Investment Discretion .................................................................................................................................................................. 9 Item 17: Voting Client Securities............................................................................................................................................................... 9 Item 18: Financial Information .................................................................................................................................................................. 9 Item 19: Requirements for State- Registered Adviser ............................................................................................................................... 9 3  Item 4: Advisory Business A. Description of MSWM, Principal Owners Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”, “MSWM”, “we” or “us”) is a registered investment adviser, a registered broker-dealer, and a member of the New York Stock Exchange. MSWM is one of the largest financial services firms in the U.S. with branch offices in all 50 states and the District of Columbia. to the account and clients) your Private Wealth Advisor. the Financial Plan to you and ends thirty days later, during which time your Financial Advisor is available to review the Financial Plan with you. While a Financial Plan may consider assets held in your brokerage accounts at MSWM (if any), those accounts will continue to be brokerage accounts, and not advisory accounts. Moreover, you have sole responsibility for determining whether, when and how to implement any part of a Financial Plan, whether through MSWM or otherwise, and you have no obligation to implement any part of the Financial Plan through MSWM. If you do choose to implement a Financial Plan through MSWM, unless you expressly engage MSWM in writing to act as an investment adviser in one or more advisory accounts, MSWM will implement solely in its capacity as broker, and not as an investment adviser. In a brokerage account, you retain the sole responsibility for making all investment decisions with for monitoring account respect performance. MSWM offers clients (“you” and “your”) many different advisory programs. Many of MSWM’s advisory services are provided by its Consulting Group business unit. You may obtain ADV Brochures for other MSWM investment advisory programs at www.morganstanley.com/ADV or by asking your Financial Advisor or (for Morgan Stanley Private Wealth Management (Throughout the rest of this Brochure, “Financial Advisor” means either your Financial Advisor or your Private Wealth Advisor, as applicable.) For additional information about MSWM, a copy of MSWM’s Form ADV Part 1 is available upon request. Form ADV Part 1 is also publicly available at the SEC’s website at www.adviserinfo.sec.gov. B. Description of Advisory Services to Retirement Accounts, please MSWM Financial Planning Financial Plan representatives, At your request, MSWM will provide a financial plan through one of its Financial Advisors and/or MSWM’s Estate Planning Strategies Group, who utilize MSWM approved financial planning tool(s) (a “Financial Plan”). Clients desiring a Financial Plan complete a detailed discovery process with their Financial Advisor, which includes a discussion of their financial resources and projected needs and provide copies of any documents that MSWM may reasonably request as necessary to evaluate a client’s financial circumstances. Generally, this process seeks information about your current assets, liabilities, income sources, and expenditures, current tax status and future objectives, educational, retirement and other long-term financial goals, insurance and estate planning needs. MSWM relies on your care, completeness and clarity in responding to this discovery process, as your input will form the factual basis for the Financial Plan. By providing a Financial Plan, neither MSWM nor your Financial Advisor is acting as a fiduciary for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to any “Retirement Account” (as defined herein) in either the planning, execution or provision of this analysis. For more information about when MSWM acts as a fiduciary with respect visit www.morganstanley.com/disclosures/dol. Unless otherwise provided in writing, MSWM, its affiliates and their respective including your employees, agents and Financial Advisor: (a) do not have discretionary authority or control with respect to the assets in any Retirement Account included in the Financial Plan and (b) will not be deemed an "investment manager" as defined under ERISA, or otherwise have the authority or responsibility to act as a "fiduciary" (as defined under ERISA) with respect to such assets. In addition, unless pursuant to a mutual agreement, arrangement, or understanding with the retirement account owner, Morgan Stanley will not provide "investment advice," as defined by ERISA and/or section 4975 of the Code, as amended, with respect to such assets. For the purposes of this Brochure, a “Retirement Account” will be used to cover (i) “employee benefit plans” (as defined under Section 3(3) of ERISA), which include pension, profit-sharing or welfare plans sponsored by private employers, as well as similar arrangements sponsored by governmental or other public employers; (ii) individual retirement accounts “IRAs” (as described in Section 4975 of the Code); and (iii) Coverdell Educational Savings Accounts (“CESAs”). A Financial Plan is available to you either as a separate service or through a Corporate Financial Planning Agreement. Corporate Financial Planning Services Each Financial Plan is tailored to the individual needs of each client, but generally the Financial Plan shall include an analysis of the client’s current financial position, a summary of the client’s financial objectives that were identified in the discovery process (e.g., education, retirement, estate planning, and other long-term financial goals), and recommendations and an analysis regarding each of those financial objectives. MSWM acts as your investment adviser, and not as your broker, in providing a Financial Plan to you and reviewing it with you. This advisory relationship begins upon delivery of MSWM can enter into a relationship (“Corporate Agreement”) with an entity (“Corporation”) under which MSWM provides financial planning services to employees of that Corporation. The agreed upon terms, applicable fees and method of 4  B. Method of Payment of Fees Financial Plan payment for each financial planning engagement will be defined within the Corporate Agreement. For the avoidance of doubt. MSWM generally pays a portion of the fee collected to the Financial Advisor delivering the Financial Plan. C. Customized Advisory Services and Client Restrictions Customized Advisory Services MSWM confirms its financial planning fee arrangements with a Financial Planning Fee Consent Form that is signed by the client. As reflected in that document, the client may elect to pay the fee by check or by deducting the fee from an eligible MSWM account designated by client. The fee is payable in one lump sum. MSWM may enter into separate contractual arrangements with employers paying fees on behalf of their employees and the manner of payment will be specified in those arrangements. A separate Financial Planning Fee Consent Form may not be required in those instances. In the financial planning services program, we tailor our financial planning recommendations to the individual needs of our clients. As described above, MSWM relies on your care, completeness and clarity in responding to our discovery process, as your responses will form the factual basis for your individual Financial Plan. Corporate Financial Planning Services Securities Restrictions does not individual security MSWM provide recommendations as part of its financial planning services. Therefore, this item is not applicable to the program described in this Brochure. D. Portfolio Management Services to Wrap Fee Programs As discussed above, MSWM can enter into a Corporate Agreement under which MSWM offers financial planning services to employees of that Corporation. The method of fee payment, responsibility for the fee payment, as well as the applicable fee charges will be defined within the Corporate Agreement. For the avoidance of doubt. MSWM generally pays a portion of the fee charge to the Financial Advisor delivering the Financial Plan. This item does not apply to the financial planning services program described in this Brochure. C. Additional Fees and Expenses E. Assets Under Management (“AUM”) There are no additional fees or expenses for the services offered in the financial planning services program. There are additional fees and expenses associated with implementing a Financial Plan in an advisory account, a brokerage account or a combination of advisory and brokerage accounts. Your Financial Advisor can provide you with that information upon your request. D. Payment of Fees in Advance Financial Plan While this information does not apply to the financial planning services described in this Brochure, MSWM managed client assets of $2,345,860,417,944 as of December 31, 2023. Of this amount, MSWM managed $1,196,390,672,410 on a discretionary basis and $1,149,469,745,534 on a non- discretionary basis. These amounts represent the client assets in all of our investment advisory programs. We calculated them using a different methodology than the “regulatory assets under management” we report in our ADV Part 1 filed with the SEC. Item 5: Fees and Compensation Fees generally are payable upon delivery of the Financial Plan. Generally, the fee is not applied if you terminate your request for a Financial Plan prior to the delivery of the Financial Plan. A. Compensation for Advisory Services E. Compensation for the Sale of Securities or Other Investment Products MSWM generally pays a portion of the fees described below to your Financial Advisor. These fees are negotiable. In addition, your Financial Advisor has the discretion to discount up to 100% of the fee for a Financial Plan. These fees may be paid by individuals, or by employers on behalf of their employees. Since MSWM does not offer securities transactions or individual investment products as part of its financial planning services program, this item is not applicable to the program described in this Brochure. Financial Plan Item 6: Performance Based Fees and Side by Side Management This item is not applicable to the program described in this Brochure. The maximum fee for delivery and review of a Financial Plan is generally $5,000. However, the maximum fee may be up to $10,000 if more than $5 million in assets are included in the Financial Plan, and the Financial Advisor has a qualifying designation (such as CFA, CFP®, CTFA, FWD, CPWA® or ChFC®). 5  Item 7: Types of Clients MSWM’s clients for this program are individuals. MSWM may also contract with employers to make financial planning services available to their individual employees. conditions vary from the assumptions used in the Financial Plan, actual results will vary, perhaps significantly, from those presented in the Financial Plan. Indeed, because the results shown in your Financial Plan are calculated over many years, small changes can create large differences in future results. Investment returns can, and often do, vary widely from year to year and vary widely from a long-term average. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss You are responsible for A. Method of Analysis and Investment Strategies Timing for implementing, monitoring and adjusting your strategies is a critical element in achieving your financial objectives. implementing, monitoring and periodically reviewing and adjusting your investment strategies. As such, it is Your Financial Plan is based on the information you provide to MSWM. Your Financial Advisor and MSWM will only be responsible for correcting and updating the information you provided for the Financial Plan (e.g., to reflect future changes in your life, financial situation, goals, and market or economic conditions) if you engage them to do so. As a result, your Financial Plan may very well become outdated or inaccurate as these factors change over time, unless you take steps to work with your Financial Advisor to correct and update your Financial Plan. Our financial planning services are based on general financial information as well as the information that a client provides to us. The principal source of client information generally is captured during the discovery process with a client’s Financial Advisor and reflects a client’s current assets, liabilities, income sources, and expenditures, current tax status and future objectives, educational, retirement and other long-term financial goals, insurance, and estate planning needs. We rely solely on the information that the client or their designated agents and representatives provide to us without independent verification. the client’s responsibility to ensure that the information provided is accurate and complete. information about accounting the economy, and MSWM is not responsible for the accuracy of the assumptions and calculations made in financial planning software by third parties. Enhancements and changes to financial planning software may be made in the future. We obtain general financial information from various sources, statistical including information, market data, law tax interpretations, risk measurement analysis, performance analysis and other information which may affect the economy. MSWM is not a legal or tax advisor and the Financial Plan does not constitute tax, legal, or accounting advice. C. Risks Associated with Particular Types of Securities This item is not applicable to the financial planning services program described in this Brochure. Item 9: Disciplinary Information This section contains information on certain legal and disciplinary events. Different financial planning software uses different financial planning methodologies, and the Financial Plan will describe the specific methodologies used for the particular plan and should be carefully considered in evaluating the results presented to you. The analysis contained in the Financial Plan is currently conducted using MSWM’s Global Investment Committee’s Secular Return Estimates (“GIC Estimate”). GIC Estimate approved returns are generated based on proprietary formulas which include studying historic return averages on the broad market indices and making strategic adjustments for the more recent market conditions and other factors deemed relevant by the forecaster. (“June 2016 Order”) settling In addition, your Financial Plan may include a Monte Carlo simulation. Monte Carlo simulations are used to show how variances in rates of return each year can affect your results. Results using Monte Carlo simulations indicate the likelihood that an event may occur as well as the likelihood that it may not occur. MSWM may change the software or the methodologies it uses when creating your Financial Plan. Your Financial Plan will provide details on the software and methodologies used. B. Material, Significant, or Unusual Risks Relating terminated, to Investment Strategies  On June 8, 2016, the SEC entered into a settlement order an with MSWM administrative action. In this matter, the SEC found that MSWM willfully violated Rule 30(a) of Regulation S-P (17 C. F. R. § 248.30(a)) (the “Safeguards Rule”). In particular, the SEC found that, prior to December 2014, although MSWM had adopted written policies and procedures relating to the protection of customer records and information, those policies and procedures were not reasonably designed to safeguard its customers’ personally identifiable information as required by the Safeguards Rule and therefore failed to prevent a MSWM employee, who was subsequently from misappropriating customer account information. In determining to accept the offer resulting in the June 2016 Order, the SEC considered the remedial efforts promptly undertaken by MSWM and the SEC Staff. MSWM’s cooperation afforded to No Financial Plan has the ability to accurately predict the future, eliminate risk or guarantee investment results. As investment returns, inflation, taxes, and other economic 6  MSWM consented, without admitting or denying the findings, to a censure, to cease and desist from committing or causing future violations, and to pay a civil penalty of $1,000,000. Upon being informed of the from 2009 including certifications related accounts by a single former MSWM financial advisor (“FA”). The SEC found that MSWM failed to adopt and implement policies and procedures or systems reasonably designed to prevent personnel from misappropriating assets in client accounts. The SEC specifically found that, over the course of eleven months, the FA initiated unauthorized transactions in the four related client accounts in order to misappropriate client funds. The SEC found that while MSWM policies provided for certain reviews prior to issuing disbursements, such reviews were not reasonably designed to prevent FAs from misappropriating client funds. issue by representatives of the FA’s affected clients, MSWM promptly conducted an internal investigation, terminated the FA, and reported the fraud to law enforcement agencies. MSWM also fully repaid the affected clients, made significant enhancements to its policies, procedures and systems (“Enhanced MSWM Policies”) and hired additional fraud operations personnel. The SEC found that MSWM willfully violated section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. The SEC also found that MSWM failed to supervise the FA pursuant to its obligations under Section 203(e)(6) of the Advisers Act. MSWM consented, without admitting or denying the findings, to a censure; to cease and desist from to certain committing or causing future violations; undertakings, the to implementation and adequacy of the Enhanced MSWM Policies and to pay a civil penalty of $3,600,000.  On January 13, 2017, the SEC entered into a settlement order with MSWM (“January 2017 Order”) settling an administrative action. The SEC found that from 2009 through 2015, MSWM inadvertently charged advisory fees in excess of what had been disclosed to, and agreed to by, its legacy Citigroup Global Markets Inc. (“CGM”, a predecessor to MSWM) clients, and, from 2002 to 2009 to 2016, MS&Co. and MSWM, and respectively, inadvertently charged fees in excess of what was disclosed to and agreed to by their clients. The SEC also found that MSWM failed to comply with requirements regarding annual surprise custody examinations for the years 2011 and 2012, did not maintain certain client contracts, and failed to adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Investment Advisers Act of 1940 (the “Advisers Act”). The SEC found that, in relation to the foregoing, MSWM willfully violated certain sections of the Advisers Act. In determining to accept the offer resulting in the January 2017 Order, the SEC considered the remedial efforts promptly undertaken by MSWM. MSWM consented, without admitting or denying the findings, to a censure, to cease and desist from committing or causing future violations, to certain undertakings related to fee billing, books and records and client notices and to pay a civil penalty of $13,000,000. to retail advisory clients In than Morgan Stanley. the SIETF’s features and risks, prior incomplete and trades  On February 14, 2017, the SEC entered into a settlement order with MSWM settling an administrative action. The SEC found that from March 2010 through July 2015, MSWM solicited approximately 600 non-discretionary advisory accounts to purchase one or more of eight single inverse exchange traded funds (“SIETFs”), without fully complying with its internal written compliance policies and procedures related to these SIETFs, which among other things required that clients execute a disclosure notice, describing to purchasing them, for MSWM to maintain the notice, and for subsequent related reviews to be performed. The SEC found that, despite being aware of deficiencies with its compliance and documentation of the policy requirements, MSWM did not conduct a comprehensive analysis to identify and correct past failures where the disclosure notices may not have been obtained and to prevent future violations from occurring. The SEC found that, in relation to the foregoing, MSWM willfully violated section 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-7 thereunder. MSWM admitted to certain facts and consented to a censure, to cease and desist from committing or causing future violations, and to pay a civil penalty of $8,000,000.  On May 12, 2020, the SEC entered into a settlement order with MSWM settling an administrative action which relates to certain information provided in marketing and client communications in MSWM’s wrap fee programs with third-party managers and MSWM’s policies and procedures related to trades not executed at MSWM. the applicable wrap fee programs, the third-party manager has the discretion to place orders for trade execution on clients’ behalf at a MSWM broker-dealer other permits managers to “trade away” from MSWM in this manner in order to seek best execution for trades. The SEC found that, from at least October 2012 through June inaccurate 2017, MSWM provided information indicating that MSWM executed most client trades and that, while additional transaction-based costs were possible, clients did not actually incur them in the ordinary course. The SEC found that this information was misleading for certain retail clients because some wrap managers directed most, and sometimes all, client trades to third-party broker-dealers for execution, which resulted in certain clients paying transaction-based charges that were not visible to them. The SEC also found that, on occasion, wrap managers directed to MSWM-affiliated broker-dealers in which clients incurred transaction-based charges in violation of MSWM’s affiliate trading policies without detection by MSWM. The SEC noted in the order that it considered certain remedial acts undertaken by MSWM in determining to accept the order, including  On June 29, 2018, the SEC entered into a settlement order with MSWM settling an administrative action which relates to misappropriation of client funds in four related 7  Item 10: Other Financial Industry Activities and Affiliations thereunder. Morgan Stanley (“Morgan Stanley Parent”) is a financial holding company under the Bank Holding Company Act of 1956. Morgan Stanley Parent is a corporation whose shares are publicly held and traded on the New York Stock Exchange. is a global firm engaging, through MSWM enhancing its disclosures to clients, implementing training of financial advisors, enhancing relevant policies and procedures, and refunding clients’ transaction-based charges paid to Morgan Stanley affiliates. The SEC found that MSWM willfully violated certain sections of the Investment Advisers Act of 1940, specifically Sections 206(2) and 206(4) and Rule 206(4)-7 MSWM consented, without admitting or denying the findings and without adjudication of any issue of law or fact, to a censure; to cease and desist from committing or causing future violations; and to pay a civil penalty of $5,000,000. Activities of Morgan Stanley Parent. Morgan Stanley Parent its various subsidiaries, in a wide range of financial services including:  securities underwriting, distribution, trading, merger, acquisition, restructuring, real estate, project finance and other corporate finance advisory activities  merchant banking and other principal investment activities  brokerage and research services to prevent personnel in client accounts and  asset management  trading of foreign exchange, commodities and structured financial products and accounts while employed at MSWM.  global custody, securities clearance services, and securities lending. implement policies and procedures A. Broker-Dealer Registration Status As well as being a registered investment advisor, MSWM is registered as a broker-dealer. B. Commodity Pool Operator or Commodity Trading Adviser Registration Status As well as being a registered investment advisor, MSWM has a related person that is a commodity pool operator (Ceres Managed Futures LLC.) For a full listing of affiliated investment advisers please see the ADV Part 1. C. Material Relationships or Arrangements with Industry Participants This item is not applicable to the financial planning services program described in this Brochure. D. Material Conflicts of Interest Relating to Other Investment Advisers This item is not applicable to the financial planning services program described in this Brochure. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading  On December 9, 2024, the SEC entered into a settlement order with MSWM settling an administrative action, which relates to misappropriation of client funds in brokerage and advisory accounts by four former MSWM financial advisors (the “FAs”). The SEC found that MSWM failed to adopt and implement policies and procedures reasonably from misusing and designed misappropriating funds that MSWM’s inadequate policies and procedures and systems to implement them led to its failure reasonably to supervise the four FAs, who misappropriated funds from client and customer Specifically, the SEC found that MSWM failed to adopt and reasonably designed to prevent and detect unauthorized externally- initiated ACH payments and unauthorized cash wires. Upon being informed of the potential unauthorized activity in the customer accounts of two of the FAs, MSWM promptly investigated the matters, terminated the FAs, reported the fraud to law enforcement agencies, and fully repaid the affected clients. MSWM also conducted a retroactive review of payment instructions for externally- initiated ACH payment instructions, which led to the identification of misconduct by the other two FAs. MSWM accordingly terminated the other two FAs and reported the misconduct to SEC staff. On its own initiative, MSWM instituted new written procedures to address the conduct at issue and retained an independent compliance consultant to perform a review and assessment. The SEC found that MSWM willfully violated section 206(4) of the Investment Advisers Act of 1940 (“Advisers Act”) and Rule 206(4)-7 thereunder. The SEC also found that MSWM failed to supervise the FAs within the meaning of Section 203(e)(6) of the Advisers Act and/or Section 15(b)(4)(E) of the Securities Exchange Act of 1934. MSWM consented, without admitting or denying the findings, to a censure; to cease and desist from committing or causing future violations; to certain undertakings, including the retention of an Independent Compliance Consultant to review MSWM’s policies, procedures and controls related to the conduct in the Order and to pay a civil penalty of $15,000,000. MSWM’s Form ADV Part 1 contains further information about its disciplinary history and is available on request from your Financial Advisor. The MSWM US Investment Advisory Code of Ethics (“Code”) applies to MSWM employees, supervisors, officers and directors engaged in offering or providing investment the advisory products and/or services (collectively, 8  Item 14: Client Referrals and Other Compensation This item is not applicable to the financial planning services program described in this Brochure. Item 15: Custody “Employees”). In essence, the Code prohibits Employees from engaging in securities transactions or activities that involve a material conflict of interest, possible diversion of a corporate opportunity, or the appearance of impropriety. Employees must always place the interests of MSWM’s clients above their own and must never use knowledge of client transactions acquired in the course of their work to their own advantage. Supervisors are required to use reasonable supervision to detect and prevent any violations of the Code by the individuals, branches and departments that they supervise. This item is not applicable to the financial planning services program described in this Brochure. Item 16: Investment Discretion The Code generally operates to protect against conflicts of interest either by subjecting Employee activities to specified limitations (including pre-approval requirements) or by prohibiting certain activities. Key provisions of the Code include: This item is not applicable to the financial planning services program described in this Brochure. Item 17: Voting Client Securities This item is not applicable to the financial planning services program described in this Brochure.  The requirement for certain Employees, because of their potential access to non-public information, to obtain their supervisors’ prior written approval or provide pre-trade notification before executing certain securities transactions for their personal securities accounts; Item 18: Financial Information This item is not applicable to the financial planning services program described in this Brochure.  Additional restrictions on personal securities transaction activities applicable to certain Employees (including Financial Advisors and other MSWM employees who act as portfolio managers in MSWM investment advisory programs); Item 19: Requirements for State- Registered Adviser  Requirements for certain Employees to provide initial and annual reports of holdings in their Employee securities accounts, along with quarterly transaction information in those accounts; and This item is not applicable to the financial planning services program described in this Brochure. Additional requirements for pre-clearance of other activities including, but not limited to, Outside Business Activities, Gifts and Entertainment, and U.S. Political Contributions and Political Solicitation Activity. You may obtain a copy of the Code of Ethics from your Financial Advisor. Topics relating to individual securities and trading are not applicable the financial planning services program to described in this Brochure. Item 12: Brokerage Practices This item is not applicable to the financial planning services program described in this Brochure. Item 13: Review of Accounts Financial Plans prepared by MSWM’s Estate Planning Strategies Group generally are reviewed by the firm’s Wealth and Estate Planning Strategists before they are delivered to clients. Information regarding the review of client accounts and frequency of account reports is not applicable to the financial planning services program described in this Brochure. 9 

Form ADV Program Brochure Morgan Stanley Smith Barney LLC Graystone Consulting March 28, 2025 2000 Westchester Avenue Purchase, NY 10577 Tel: (914) 225-1000 Fax: (614) 283-5057 www.morganstanley.com This Wrap Fee Program Brochure provides information about the qualifications and business practices of Graystone Consulting, a division of Morgan Stanley Smith Barney LLC (“MSWM”). If you have any questions about the contents of this Brochure, please contact us at (914) 225-1000. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about MSWM also is available on the SEC’s website at www.adviserinfo.sec.gov. Registration with the SEC does not imply a certain level of skill or training.  Item 2: Material Changes There section identifies and discusses material changes to the ADV Brochure since the version of this Brochure dated March 28, 2024. For more details on any particular matter, please see the item in this ADV Brochure referred to in the summary below. Bank Deposit Program Updates were made to the Cash Sweeps section to disclose that BDP assets in advisory accounts receive a separate interest rate if the assets meet the BDP program balance threshold. Item 4.C, Cash Sweeps. Disciplinary Information On December 9, 2024, the SEC entered into a settlement with MSWM regarding an administrative action. In this matter, MSWM, without admitting or denying the findings and without adjudication of any issue of law or fact, consented to the entry of the order that finds that MSWM willfully violated certain sections of the Investment Advisers Act of 1940 (“Advisers Act”), specifically Sections 206(2) and 206(4), and Rule 206(4)-7 promulgated thereunder. The SEC also finds that MSWM failed to supervise the FAs within the meaning of Section 203(e)(6) of the Advisers Act and/or Section 15(b)(4)(E) of the Securities Exchange Act of 1934 (“Exchange Act”) (Item 9). 2  Item 3: Table of Contents Item 1: Cover Page .................................................................................................................................................................................... 1 Item 2: Material Changes ........................................................................................................................................................................... 2 Item 3: Table of Contents .......................................................................................................................................................................... 3 Item 4: Services, Fees and Compensation ................................................................................................................................................. 4 A. General Description of Programs ......................................................................................................................................... 4 Traditional Institutional Consulting Services ....................................................................................................................... 4 Graystone Discretionary Services ........................................................................................................................................ 5 For Participant-Directed Defined Contribution Plans .......................................................................................................... 5 Other Services ...................................................................................................................................................................... 6 Account Opening .................................................................................................................................................................. 7 Investment Restrictions ........................................................................................................................................................ 7 Trade Confirmations, Account Statements and Performance Reviews ................................................................................ 7 Risks ..................................................................................................................................................................................... 7 Tax and Legal Considerations .............................................................................................................................................. 9 Fees ...................................................................................................................................................................................... 9 B. Comparing Costs ................................................................................................................................................................ 10 C. Additional Fees ................................................................................................................................................................... 11 Funds in Advisory Programs .............................................................................................................................................. 11 Custody .............................................................................................................................................................................. 13 Cash Sweeps When MSWM Acts As Custodian ............................................................................................................... 13 D. Compensation to Graystone Consulting ............................................................................................................................. 14 Item 5: Account Requirements and Types of Clients ............................................................................................................................. 14 Item 6: Portfolio Manager Selection and Evaluation .............................................................................................................................. 14 A. Selection and Review of Portfolio Managers and Funds for the Programs ........................................................................ 14 Calculating Portfolio Managers’ Performance ................................................................................................................... 16 B. Conflicts of Interest ............................................................................................................................................................ 17 C. Graystone Consultants Acting as Portfolio Managers ........................................................................................................ 20 Description of Advisory Services ....................................................................................................................................... 20 Performance-Based Fees .................................................................................................................................................... 20 Methods of Analysis and Investment Strategies ................................................................................................................. 20 Proxy Voting ...................................................................................................................................................................... 20 Item 7: Client Information Provided to Portfolio Managers .................................................................................................................. 20 Item 8: Client Contact with Portfolio Managers .................................................................................................................................... 20 Item 9: Additional Information .............................................................................................................................................................. 20 Disciplinary Information .................................................................................................................................................... 20 Other Financial Industry Activities and Affiliations .......................................................................................................... 22 Code of Ethics .................................................................................................................................................................... 23 Reviewing Accounts........................................................................................................................................................... 23 Client Referrals and Other Compensation .......................................................................................................................... 24 Financial Information ......................................................................................................................................................... 24 Exhibit: Affiliated Money Market Funds Fee Disclosure Statement and Float Disclosure Statement ................................................... 25 3  Item 4: Services, Fees and Compensation clients) your Private Wealth Advisor. (Throughout the rest of this Brochure, “Financial Advisor” means either your Financial Advisor or your Private Wealth Advisor, as applicable.) Graystone Consulting (iii) In addition, we provide services as a “fiduciary” (as that term is defined in Section 3(21)(A) of the Employee Retirement Income Security Act of 1974 as amended (“ERISA”) and/or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to “Retirement Accounts” (as that term is described herein). For purposes of this brochure (including the Exhibit), the term “Retirement Account” will be used to cover (i) “employee benefit plans” (as defined under Section 3(3) of ERISA, which include pensions, defined contributions, profit-sharing and welfare plans sponsored by private employers, as well as, similar arrangements sponsored by governmental or other public employers, which are generally not subject to ERISA; (ii) individual retirement accounts “IRAs” (as described in Section 4975 of the Code); and (iii)“Coverdell Educational Savings Accounts (“CESAs”). A. General Description of Programs Graystone Consulting (“Graystone”) is a separate business unit of Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”, “MSWM”, “we” or “us”), that focuses on providing a wide range of investment consulting services to institutional and high net worth individual clients, including assistance in (i) developing investment policy statements, (ii) investment manager, mutual fund, asset allocation, commingled fund, collective investment trust, exchange traded fund (“ETF” and together with mutual funds, commingled funds and collective investment trusts, “Funds”) and alternative investment analysis, (iv) performance reporting and (v) custody services. These services are delivered through a select group of institutional consulting teams located across the country that have significant experience serving the investment advisory needs of institutions, as well as high net worth individual clients, and are supported by a management team dedicated to institutional consulting. Graystone clients include corporations, Taft-Hartley plans, foundations and endowments, public and private defined benefit plans, 401(k) plan sponsors, family offices and high net worth individuals. Traditional Institutional Consulting Services Graystone offers the following traditional Institutional Consulting Services to its clients. MSWM Financial Advisors must meet specific eligibility criteria to become “Graystone Consultants” and be part of a Graystone team, which typically adheres to the following team structure: • Institutional Consulting Director. Directors oversee an integrated local consulting team, generally averaging over 20 years of industry experience and are responsible for the team’s investment consulting process throughout the life of the client relationship. Assistance in Preparation of Investment Objectives and Policies. Graystone shall assist in the Client’s review, evaluation and preparation of investment policies and objectives for the account. As set forth in “Performance Reporting” below, Graystone shall assist the Client in developing benchmarks for the performance of the account. Graystone will also provide the performance of the total account to assist the Client with the ability to determine progress toward investment objectives. Where Graystone has been retained as a non-discretionary investment consultant, the Client shall be responsible for monitoring compliance with their investment policies and guidelines. Asset Allocation. Graystone reviews the client’s asset allocation and will make asset allocation recommendations in accordance with the goals of the client. • Consulting Analysts. A focus of Graystone Consulting analysts is the evaluation of investment management firms and Funds. In addition, analysts support asset allocation and performance monitoring processes. Analysts are trained in the use of investment analytics tools and are involved in the preparation of client presentations and performance reviews. • Operational Support. Team members focus on processing client agreements and provide general operational and administrative support on behalf of Graystone clients. MSWM through Graystone is backed by the resources of MSWM. MSWM is a registered investment adviser and a registered broker-dealer. MSWM is one of the largest financial services firms in the U.S. with branch offices in all 50 states and the District of Columbia. Investment Searches. Graystone assists the client in identifying and recommending investment managers and Funds (“Investment Products”). These recommendations are based either on (i) Investment Manager Analysis Group MSWM’s Global (“GIMA”) (using different methods to evaluate investment managers and Funds -- analysis on investment managers is provided through MSWM’s Consulting and Evaluation Services (“CES”) program) or (ii) Graystone analysis conducted on managers and Funds. Graystone analysis on managers is conducted its Manager Assessment Program, a proprietary investment management scoring system that assesses investment manager products in that database. Graystone teams conduct further analysis in an effort to identify managers for clients. See Item 6 below for more details. MSWM offers clients (“you”, “your” or “Client”) many different advisory programs. Many of MSWM’s advisory services are provided by its Consulting Group business unit (“CG”). You may obtain Brochures for other MSWM investment advisory programs at www.morganstanley.com/ADV or by asking your Financial Advisor or (for Morgan Stanley Private Wealth Management Non-Researched Funds and Managers. Clients may select Funds and investment managers outside of those covered by GIMA or Graystone analysis. The investment managers, if 4  qualified, will be offered through MSWM’s Investment Management Services Program (“IMS”). MSWM does not evaluate or make any representations concerning such investment managers and shall not assume any liability for any loss, claim, damage, or expense attributable to the client’s selection of managers not covered by GIMA or Graystone analysis. Investment Consulting Fund Evaluation Program. MSWM shall evaluate all investment options from the universe of funds that have been reviewed and profiled by Morgan Stanley’s Global Investment Manager Analysis (“GIMA”) team, or the universe of funds that have successfully passed Morgan Stanley’s proprietary fund screening process. MSWM’s fund screening process takes into account both quantitative and qualitative factors. The process is explained further in Item 6A below. For more information about CES, and IMS or any other investment advisory services offered by MSWM, as well as assistance in determining which service may be best suited to your needs and objectives, please contact your Graystone Consultant or refer to www.morganstanley.com/ADV. Risk-Based Models. In addition to providing fund screening services, Graystone may provide risk-based asset allocation advice to retirement plans. If requested, Graystone will provide plan sponsor clients with certain strategic asset allocation models based on guidance from MSWM’s Global Investment Committee (the “GIC”). Performance Reporting. Graystone Consulting provides clients with customized performance reports that assess portfolio performance relative to benchmarks. The reports may include comparisons to recognized benchmarks and market segments. the Client’s responsibility to ensure model It will be recommendations by Graystone can be implemented within their recordkeeping platform. Graystone may assist in determining the capabilities of the Client’s recordkeeping platform, however it will be the ultimate responsibility of the client to ensure any recommendations are implemented and offered to participants in a manner that is consistent with the Client’s overall goals and objectives. Custody and Statements. If you elect, MSWM may serve as the custodian of all cash, securities and other assets held in the portfolio and credit the portfolio with dividends and interest paid on securities held and principal paid on called or matured securities in the portfolio. You will be provided with written confirmation of securities transactions, and account statements at least quarterly. Graystone will provide the Client with performance reporting for such models which will include model performance comprised of the fund performance within the model. Graystone will also provide the Client with any changes/updates made to the asset allocation percentages within such models. Graystone Discretionary Services Graystone offers through qualified Graystone Consulting teams and for eligible clients, discretionary institutional consulting services whereby Graystone is responsible for the discretionary selection and rebalancing of Investment Options in accordance with the client’s investment policy statement. In addition to discretionary investment management, clients receive custodial services (unless the client elects to use an outside custodian), trade execution and related services for a single fee. The client will be responsible for making any updates or changes to such models with its retirement plan provider. If requested, Graystone may provide education to plan participants in regard to risk tolerance through various approved educational pieces, however any such education does not represent any attempt by Graystone to use discretion or extend its fiduciary liability under the program client agreement. Administrative Services. Graystone may also assist the retirement plan and other institutional clients with certain administrative functions as described below. Certain services are not available to all types of clients. These are not investment advisory services and MSWM does not assume status as a fiduciary under ERISA, the Investment Advisers Act of 1940 or any other applicable law or regulation in performing these services. Graystone Consulting provides the following administrative services: Graystone Discretionary Services is designed for clients who wish to have Graystone assume full discretion over asset allocation rebalancing decisions as well as decisions to terminate any Investment Product. Graystone also provides the client with on- going financial management services such as investment performance reporting, administration, trade execution and custody. Based on a client’s long-term strategic policy allocation parameters and other investment constraints, Graystone will look for opportunities in asset classes or investment styles with above average expected rates of return while managing overall portfolio risk in accordance with the client’s investment policies. • Plan Sponsor Education – MSWM makes educational to plan fiduciaries. The available topics such as retirement plan responsibilities, plan design fiduciary materials available materials may cover administration, features and investments. For Defined Contribution Participant-Directed Plans Graystone offers both non-discretionary investment-consulting services and discretionary services for participant directed defined contribution and non-qualified deferred compensation plans (“Participant-Directed Plans”). • Employee Education – Graystone shall collaborate with the Client to develop strategies relating to participant enrollment and ongoing employee education, and MSWM can work with the plan to deliver general financial and investment information relating to such concepts as diversification, asset allocation, retirement planning and plan participation. Non-Discretionary Investment Consulting Services Through this non-discretionary program, Graystone Consulting offers initial and ongoing investment consulting services to Plan Sponsors, including investment policy statement review, asset style analysis, Fund search and selection and performance reporting. 5  the models to offer the Plan’s participants. Once the Client has selected a target date model, Graystone will construct the model by populating each of its asset classes with the MSWM Approved Funds. • Plan Provider Search Support. MSWM shall assist Client with the preparation and distribution of requests for proposals (“RFP”) with respect to Client's search for a party to provide recordkeeping or related services for the plan and shall provide assistance with the evaluation of RFP responses and corresponding finalist interviews and conversion support. Not available for Non-Qualified Deferred Compensation Plans. Graystone will ensure that the models can be implemented on the recordkeeping platform. Graystone will also be responsible for determining the capabilities of the clients recordkeeping platform and ensuring any recommendations are implemented and offered to participants in a manner that is consistent with the clients overall goals and objectives. • Plan Services and Expense Review. MSWM shall provide Client with a report for the purpose of assisting Client with the review of various fees and plan expenses as they relate to the services provided by the plan. This report will generally consist of an overall assessment of current services and expenses, as well as a comparison of such services and expenses to those incurred by other plans of similar size and composition. Not available for Non-Qualified Deferred Compensation Plans. Risk-Based and Target Date Models are tools used to assist the plan participants in achieving asset allocation goals. These models are not investment products sponsored by Graystone. Client may not make use of any branding associated with MSWM, the GIC or any other affiliate when describing the model portfolio. Termination of contract or model services will require the discontinuance of use of the models. Core Market Fiduciary Program MSWM offers a Core Market Fiduciary Program for defined contribution participant-directed plans. MSWM is responsible for the discretionary selection of investment options from a set lineup offered by a third-party recordkeeper in accordance with the program’s investment policy. Retirement Account Manager Program clients may receive Discretionary Services Graystone also offers discretionary institutional consulting services for eligible clients whereby Graystone is responsible for the discretionary selection of investment options utilizing the fund evaluation process described above and in Item 6.A. The Graystone Consultant will manage the overall investment process including decisions for fund selection, asset classification and termination and comprehensive monitoring of the Plan’s investments. Graystone may provide discretionary asset allocation model services. In addition to discretionary investment non-discretionary management, administrative services which include, plan sponsor education, plan provider search support, plan services and expense review, and employee education. If the Client chooses to provide Plan participants with asset allocation model assistance, MSWM, in addition to fund selection and monitoring, will provide either strategic risk-based models or target-date model portfolios, collectively, the “Models”. In both cases, the Models are developed by MSWM’s Wealth Management Investment Resources group with guidance from the GIC and are not subject to customization by the Client. Only MSWM Approved Funds will be permitted to populate these models. to Upon the request of the plan sponsor, MSWM offers certain investment advisory services to retirement plans for the benefit of the plan participants. The Retirement Account Manager Program offers the ability to invest in one or more asset allocation model strategies managed by MSWM (“Retirement Account Manager Strategy”). Based upon the information plan participants or the plan sponsors provide, including current age, expected age at retirement and risk tolerance, MSWM will recommend a Retirement Account Manager Strategy. Once plan participants have selected the Retirement Account Manager Strategy, MSWM will have discretion to determine the investment options available based upon the applicable recordkeeping platform. Over time the asset allocation model strategy selected will gradually shift its emphasis from more aggressive investments (i.e., equities) to more conservative investments (i.e., fixed income) based on the targeted time horizon to retirement. This shift occurs during quarterly portfolio rebalancing as the account progresses towards the targeted retirement age. In addition, if requested by the plan sponsor, MSWM shall select the qualified default investment option for the retirement plan. Risk-Based Models. Graystone will present the Client with various separate risk-based models, as described in the previous section, of which the client must select at least three models to be made available the Plan’s participants, ranging from conservative to aggressive. Graystone will assist the Client with the selection of the models, but the Client will be solely responsible for selecting at least three models and with each of the following risk levels represented: conservative, moderate and aggressive. Target Date Models. Graystone will present various target-date glidepath models to the client. These glidepaths offer the option of i) greater hedge against longevity risk and shortfall risk, ii) greater hedge against inflation risk and market risk, or iii) a balance between inflation risk and longevity risk. Graystone will assist the Client with the selection of the glidepath model, however the Client will be solely responsible for selecting one of Other Services Alternative Investments Performance Reporting Service. Graystone offers alternative investments performance reporting capabilities. This is a non-discretionary service, which means that clients are responsible for executing participation agreements directly with each alternative investment. Graystone offers clients the ability to receive periodic reports that provide historical performance reporting of their alternative investments that were not purchased through Graystone and are not researched by 6  Graystone or MSWM. The alternative investments historical performance information is based upon information provided, directly or indirectly, by the issuer of the alternative investment, or by its sponsor, investment manager or administrator to Graystone (“Performance Reporting AI”). MSWM’s ability to provide historical or other performance reporting on alternative investments is dependent upon its ability to obtain such information from each Performance Reporting AI. information as reported by Investment Restrictions The client may impose reasonable restrictions on account investments. For example, you may restrict Graystone or the managers from buying specific securities, a category of securities (e.g., tobacco companies) or Fund shares. If you restrict a category of securities, we or the manager will determine which specific securities fall within the restricted category. In doing so, we or the manager may rely on research provided by independent service providers. Any restrictions you impose on individual securities will not be applied to Fund holdings since Funds operate in accordance with the investment objectives and strategies described in their prospectuses. The performance reporting enables the client to receive from Graystone periodic reports containing the client’s historical performance the applicable performance reporting AI. Client may also receive composite reports that show historical performance of alternative investments as reported by the Performance Reporting AI, along with historical or other performance information or other investments that were or are acquired by Graystone or are held in custody by MSWM. Trade Confirmations, Account Statements and Performance Reviews Unless you have appointed another custodian, MSWM is the custodian and provides you with written confirmation of securities transactions, and account statements at least quarterly. You may waive the receipt of trade confirmations after the completion of each trade in favor of alternative methods of communication where available. You may also receive mutual fund prospectuses, where appropriate. We provide performance monitoring to clients with a frequency as requested by the client. The performance information provided in a periodic performance report is based on information provided to Graystone by the Performance Reporting AI and is not independently verified by Graystone. Graystone and MSWM shall not be liable for any misstatement or omission made by a Performance Reporting AI nor for any loss, liability, claim, damage or expense arising out of such misstatement or omission. The reporting service is not intended to constitute investment advice or a recommendation by Graystone of any alternative investment. Graystone is not evaluating the appropriateness of the initial investment or the continued investment in the alternative investments reported on as a part of this service. In addition, the service does not constitute, create or impose a fee-based brokerage relationship, fiduciary relationship or an investment advisory relationship under the Investment Advisers Act of 1940, as amended, with regard to the provision of the investments covered under this service. If the Client is an employee benefit plan or is otherwise subject to ERISA, Graystone and MSWM are not acting as a fiduciary (as defined in ERISA) with the respect to the provision of these reporting services as described herein. Graystone does not provide and will not be responsible for tax reporting for alternative investments reported on under this service. Risks All trading in an account is at your risk. The value of the assets held in an account is subject to a variety of factors, such as the liquidity and volatility of the securities markets. Investment performance of any kind is not guaranteed, and Graystone’s, MSWM’s, or its employees’ past performance with respect to other accounts does not predict future performance with respect to any particular account. In addition, certain investment strategies that Graystone Consulting may use in the programs have specific risks, including those associated with investments in common stock, fixed income securities, American Depositary Receipts, Funds and the investments described below. You should consult with your Graystone Consultant regarding the specific risks associated with the investments in your account. The MSWM fee charged to the client does not include any fee or charge for other services in connection with the client’s participation in any alternative investment or Performance Reporting AI. The client is solely responsible for such arrangements. Asset/Liability Analysis Services Graystone works with third party vendors, whose proprietary asset/liability modeling software is used to generate customized asset liability studies for defined benefit plan clients. The asset/liability analysis service provides certain cash flow modeling, liability funding analysis and funding strategies, including custom contribution policies. Risks Relating to ETFs. There may be a lack of liquidity in certain ETFs which can lead to a large difference between the bid- ask prices (increasing the cost to you when you buy or sell the ETF). A lack of liquidity also may cause an ETF to trade at a large premium or discount to its net asset value. Additionally, an ETF may suspend issuing new shares and this may result in an adverse difference between the ETF’s publicly available share price and the actual value of its underlying investment holdings. At times when underlying holdings are traded less frequently, or not at all, an ETF’s returns also may diverge from the benchmark it is designed to track. Account Opening To enroll in any program described in this Brochure, you must enter into the program client agreement (“Client Agreement”). Risks Relating to Money Market Funds. You could lose money in money market funds. Although money market funds classified as government funds (i.e., money market funds that invest 99.5% of total assets in cash and/or securities backed by the U.S government) and retail funds (i.e., money market funds open to natural person investors only) seek to preserve value at $1.00 per 7  may vary from traditional hedge funds pursuing similar investment objectives. They are also more likely to have relatively higher correlation with traditional market returns than privately offered alternative investments. Moreover, traditional hedge funds have limited liquidity with long “lock-up periods allowing them to pursue investment strategies without having to factor in the need to meet client redemptions. On the other hand, mutual funds typically must meet daily client redemptions. This differing liquidity profile can have a material impact on the investment returns generated by a mutual fund pursuing an alternative investing strategy compared with a traditional hedge fund pursuing the same strategy. share, they cannot guarantee they will do so. The price of other money market funds will fluctuate and when you sell shares they may be worth more or less than originally paid. Money market funds may, and in certain circumstances, will impose a fee upon the redemption of fund shares. Please review your money market fund’s prospectus to learn more about the use of redemption or liquidity fees. In addition, if a money market fund that seeks to maintain a stable $1.00 per share experiences negative yields, it also has the option of converting its stable share price to a floating share price, or to cancel a portion of 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. Moreover, in some circumstances, money market funds may cease operations when the value of a fund drops below $1.00 per share. In that event, the fund’s holdings will likely be liquidated and distributed to the fund’s shareholders. This liquidation process can be prolonged and last for months. During this time, these funds would not be available to you to support purchases, withdrawals and, if applicable, check writing or ATM debits from your account. Non-traditional investment options and strategies are often employed by a portfolio manager to further a Fund’s investment objective and to help offset market risks. However, these features may be complex, making it more difficult to understand the Fund’s essential characteristics and risks, and how it will perform in different market environments and over various periods of time. They may also expose the Fund to increased volatility and unanticipated in complex risks particularly when used combinations and/or accompanied by the use of borrowing or “leverage”. to Alternative Risks Relating to Master Limited Partnerships. Master Limited Partnerships (“MLPs”) are limited partnerships or limited liability companies whose interests (limited partnerships or limited liability companies units) are generally traded on securities exchanges like shares of common stock. Investments in MLPs entail different risks including tax risks, than is the case for other types of investments. Currently, most MLPs operate in the energy, natural resources, or real estate sectors. Investments in such MLP interests are subject to the risks generally applicable to companies in these sectors (including commodity pricing risk, supply and demand risk, depletion risk and exploration risk). Depending on the ownership vehicle, MLP interests are subject to varying tax treatment. Please see “Tax and Legal Considerations” below and any Fund prospectus by asking your Financial Advisor. Risks Relating to Funds that Primarily Invest in Master Limited Partnerships. In addition to the risks outlined above relating to Master Limited Partnerships, Funds that primarily invest in MLPs generally accrue deferred tax liability. The fund’s deferred tax liability (if any) is reflected each day in the fund’s net asset value. As a result, the fund’s total annual operating expenses may be significantly higher than those of funds that do not primarily invest in MLPs. Please see the Fund prospectus for additional information. Risks Relating 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 are 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 a significant period of notice and may impose early withdrawal fees. Alternative investments are intended 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 fund; potential lack of diversification and resulting higher risk due to concentration of trading authority when a single advisor is utilized; absence of information regarding valuations and pricing; complex tax structures and delays in tax reporting; less regulation and higher fees than mutual funds; and advisor risk. Alternative investment products may also have higher fees (including multiple layers of fees) compared to other types of investments. Risks Relating to Funds that Pursue Complex or Alternative Investment Strategies or Returns. These Funds may employ various investment strategies and techniques for both hedging and more speculative purposes such as short selling, leverage, derivatives and options, which can increase volatility and the risk of investment loss. Alternative investment strategies are not appropriate for all investors. Individual funds will have specific risks related to their investment programs that vary from fund to fund. For more details on these and other features and risks, please carefully read the documentation (including risk disclosures) relating to any selected Investment Option, as well as your Client Agreement. Risks Relating to Differing Classes of Securities. Different classes of securities have different rights as creditor if the issuer files for bankruptcy or reorganization. For example, bondholders’ rights generally are more favorable than shareholders’ rights in a bankruptcy or reorganization. While mutual funds and ETFs may at times utilize non-traditional investment options and strategies, they have different investment characteristics from unregistered privately offered alternative investments. Because of regulatory limitations, mutual funds and ETFs may not invest in as broad a spectrum of investments as privately offered alternative investments. As a result, investment returns and portfolio characteristics of alternative mutual funds 8  Asset Based Fee. The standard asset-based fee schedule is as follows: Account Asset Value Annual Fee On the first $5,000,000 1.35% On the next $5,000,000 0.80% Tax and Legal Considerations Neither MSWM, neither Graystone nor any of our affiliates provides tax or legal advice and, therefore, are not responsible for developing, implementing, or evaluating any tax strategies that may be employed by the client. The client should develop any such strategies or address any legal or tax-related issues with a qualified legal or tax adviser. On the next $15,000,000 0.40% On the next $25,000,000 0.30% On the next $50,000,000 0.20% On the next $100,000,000 0.10% Over $200,000,000 Negotiable Hard Dollar Fee. In addition, clients may select any of the services listed below. The fees are negotiable subject to approval from Graystone management and an overall minimum engagement fee. • Historical analysis • Investment policy statements • Strategic asset allocation studies • Active asset allocation only Investment in MLPs entails different risks, including tax risks, than is the case for other types of investments. Investors in MLPs hold “units” of the MLP (as opposed to a share of corporate stock) and are technically partners in the MLP. Holders of MLP units are also exposed to the risk that they will be required to repay amounts to the MLP that are wrongfully distributed to them. Almost all MLPs have chosen to qualify for partnership tax treatment. Partnerships do not pay U.S. federal income tax at the partnership level. Rather, each partner of a partnership, in computing its U.S. federal income tax liability, must include its allocable share of the partnership’s income, gains, losses, deductions, expenses and credits. A change in current tax law, or a change in the business of a given MLP, could result in an MLP being treated as a corporation for U.S. federal income tax purposes, which would result in such MLP being required to pay U.S. federal income tax on its taxable income. The classification of an MLP as a corporation for U.S. federal income tax purposes would have the effect of reducing the amount of cash available for distribution by the MLP and could cause any such distributions received by an investor to be taxed as dividend income. If you have any questions about the tax aspects of investing into an MLP, please discuss with your tax advisor. • Asset liability analyses - Clients may contract directly with third-party vendors for an asset liability analyses in which case MSWM and Graystone will not commit to this service contractually or charge an additional fee. • Manager searches • Performance reporting services Graystone Discretionary Services Investors in MLP portfolios will receive a Schedule K-1 for each MLP in the portfolio, so they will likely receive numerous Schedule K-1s. Investors will need to file each Schedule K-1 with their federal tax return. Also, investors in MLP portfolios may be required to file state income tax returns in states where the MLPs in the portfolio operate. Since some Schedule K-1s may not be provided until after the due date for the federal or state tax return, investors in MLP portfolios may need to obtain an extension for filing their federal or state tax returns. Please discuss with your tax advisor how an investment in MLPs will affect your tax return. The fees for Graystone Discretionary Services are negotiable and are typically subject to a $25 million portfolio minimum. The standard asset-based fee schedule is as follows: Tax laws impacting MLPs may change, and this could impact any tax benefits that may be available through investment in an MLP portfolio. Account Asset Value Annual Fee Fees On the first $25,000,000 0.85% Traditional Institutional Consulting Services On the next $25,000,000 0.40% On the next $50,000,000 0.25% On the next $100,000,000 0.15% The fees for traditional Institutional Consulting Services are negotiable and are typically subject to a $10 million portfolio minimum. Over $200,000,000 Negotiable Defined Contribution Participant-Directed Plans Asset Based Fee. The fees for traditional Institutional Consulting Services are negotiable and subject to a minimum fee per relationship. The maximum asset-based fee is 1.00%. Hard Dollar Fee. In addition, for plans with a minimum of $10 million in assets, the client may select to pay the fees for services 9  as a hard dollar fee based on equivalent asset-based fee parameters described above. It is possible that the hard dollar fee may exceed the maximum asset-based fees stated herein. participation in any of the programs described in this Brochure is terminated, any advisory fees paid in advance will be refunded on a pro-rata basis. Discretionary Services For Defined Contribution Participant- Directed Plans The fees are negotiable and are typically subject to a $1 million asset minimum. Full Discretion Services When Graystone Consulting takes full discretion which includes discretion over manager selection, review and termination, model portfolios and comprehensive monitoring of the client’s portfolio the maximum asset-based fee is 1.25%. Partial Discretion Services Accounts Related for Billing Purposes. When two or more investment advisory accounts are related together for billing purposes, you can benefit even more from existing breakpoints. If you have two accounts, the “related” fees on Account #1 are calculated by applying your total assets (i.e. assets in Account #1 + assets in Account #2) to the Account #1 breakpoints. Because this amount is greater than the amount of assets solely in Account #1, you may have a greater proportion of assets subject to lower fee rates, which in turn lowers the average fee rate for Account #1. This average fee rate is then multiplied by the actual amount of assets in Account #1 to determine the dollar fee for Account #1. Likewise, the total assets are applied to the Account #2 breakpoints to determine the average fee rate for Account #2, which is then multiplied by the actual amount of assets in Account #2 to determine the dollar fee for Account #2. When Graystone Consulting takes partial discretion which review and includes discretion over manager selection, termination, and comprehensive monitoring of the client’s funds, the maximum asset-based fee is 1.15%. Core Market Fiduciary Program Only certain accounts may be related for billing purposes, based on the law and MSWM’s policies and procedures. Even where accounts are eligible to be related under these policies and procedures, they will only be related if this is specifically agreed between you and Graystone Consulting. For more information about which of your accounts are grouped in a particular billing relationship, please contact your Financial Advisor. When MSWM takes full discretion which includes discretion over manager selection, review and termination, and comprehensive monitoring of the client’s portfolio for accounts, the maximum asset-based fee is 1.00%. General Fee Information including Generally, fees for the programs described in this Brochure are based on the size of the account (assets under management) and are negotiable based on factors including the type and size of the account and the range of services provided by Graystone Consulting. In special circumstances, and with the client’s agreement, the fee charged to a client for an account may be more than the annual fees stated in the above section. ERISA Fee Disclosure for Retirement Accounts. In accordance with Department of Labor regulations under Section 408(b)(2) of ERISA, MSWM is required to provide certain information regarding our services and compensation to assist fiduciaries and plan sponsors of those retirement plans that are subject to the requirements of ERISA in assessing the reasonableness of their plan’s contracts, or arrangements with us, the reasonableness of our compensation. This information the services we provide as well as the fees) is provided to you at the outset of your relationship with us and is set forth in your advisory contract with us (including the Fee table, other exhibits and, as applicable, this document), and then at least annually to the extent that there are changes to any investment-related disclosures for services provided as a fiduciary under ERISA. Other. A portion of the MSWM Fee will be paid to your Financial Advisor. See Item 4.D below (Compensation to Financial Advisors), for more information. The fee is payable as described in the Client Agreement. Generally, unless specified to the contrary, for asset-based fees, the initial fee is due in full on the date you open your account with Graystone Consulting and is based on the market value of the account on that date. The initial fee payment covers the period from the opening date through (at your election) the last business day of the current quarter or the next full calendar quarter and is prorated accordingly. Thereafter, the fee is paid quarterly in advance based on the account’s market value on the last business day of the previous calendar quarter and is due the following business day. Unless the client elects to hold assets in custody at a third-party custodian, the Client Agreement authorizes MSWM to deduct fees when due from the assets in the account. If client elects a third-party custodian, the client has the option of paying us directly or we can bill the custodian. Unless stated otherwise, generally for hard dollar fees, fees will be payable in advance. B. Comparing Costs Cost comparisons are difficult because a particular service may not be offered in other MSWM programs. Depending on the level of trading and types of securities purchased or sold in your account, if purchased separately, you may be able to obtain transaction execution at a higher or lower cost at MSWM or elsewhere than the fee in these programs. However, such transactions cannot be executed on a discretionary basis in a brokerage account. In addition, MSWM offers other programs where discretionary portfolio management is provided by third party investment managers (and not your Graystone Consultant) and the fees in those programs may be higher or lower than the fees in these programs. You may terminate participation in the programs described in this Brochure at any time by giving written notice to Graystone Consulting. Graystone may (but is not obligated to) accept an oral notice of termination from you in lieu of the written notice. If 10  You should consider these and other differences when deciding whether to invest in an investment advisory or a brokerage account and, if applicable, which advisory programs best suit your needs. You do not pay any sales charges for purchases of Funds in programs described in this Brochure. However, some Funds may charge, and not waive, a redemption fee on certain transaction activity in accordance with the policies described in the applicable prospectus. C. Additional Fees If you open an account in one of the programs described in this Brochure, you may pay us an asset-based fee for investment advisory services, custody of securities and trade execution with or through MSWM. The program fees do not cover: • the costs of investment management fees and other expenses charged by Funds (see below for more details) • • “mark-ups,” “mark-downs,” and dealer spreads (A) that MSWM or its affiliates, including MS&Co., may receive when acting as principal in certain transactions where permitted by law or (B) that other broker-dealers may receive when acting as principal in certain transactions effected through MSWM and/or its affiliates acting as agent, which is typically the case for dealer market transactions (e.g., fixed income, over-the-counter equity, and foreign exchange (“FX”) conversions in connection with purchases or sales of FX-denominated securities and with payments of principal and interest dividends on such securities); fees or other charges that you may incur in instances where a transaction is effected through a third party and not through us or our affiliates (such fees or other charges will be included in the price of the security and not reflected as a separate charge on your trade confirmations or account statements) Expense Payments and Fees for Data Analytics. MSWM provides Fund families with opportunities to sponsor meetings and conferences and grants them access to our branch offices and Financial Advisors for educational, marketing, and other promotional efforts. Some Fund representatives work closely with our branch offices and Financial Advisors to develop business strategies and support promotional events for clients, and prospective clients and educational activities. Some Fund families or their affiliates will reimburse MSWM for certain expenses incurred in connection with these promotional efforts, client seminars, and/or training programs. Fund families independently decide if and what they will spend on these activities, with some Fund families agreeing to make substantial annual dollar amount expense reimbursement commitments 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. For more information regarding the payments MSWM receives from Fund families, please refer to the brochures titled “Mutual Fund Features, Share Classes and Compensation” and “ETF Revenue Sharing, Expense Payments and Data Analytics” (together, the “Mutual Fund and ETF Brochures”), which can be found at https://www.morganstanley.com/disclolsures. The Mutual Fund and ETF Brochures are also available from your Financial Advisor on request. • MSWM account establishment or maintenance fees for its Individual Retirement Accounts (“IRA”) and Versatile Investment Plans (“VIP”), which are described in the respective IRA and VIP account and fee documentation (which may change from time to time) • account closing/transfer costs • processing fees or • Fund family representatives are allowed to occasionally give nominal gifts to Financial Advisors, and to occasionally entertain Financial Advisors (subject to an aggregate entertainment limit of $1,000 per employee per fund family per year). MSWM’s non- cash compensation policies set conditions for each of these types of payments, and do not permit any gifts or entertainment conditioned on achieving any sales target. certain other costs or charges that may be imposed by third parties (including, among other things, odd-lot differentials, transfer taxes, foreign custody fees, exchange fees, supplemental transaction fees, regulatory fees and other fees or taxes that may be imposed pursuant to law). MSWM also provides Fund families with the opportunity to purchase data analytics regarding Fund sales. The amount of the fee depends on the level of data. ETF sponsors also can purchase transactional data for a separate fee. Additional fees apply for those Fund families that elect to purchase supplemental data analytics regarding financial product sales at MSWM. For more information regarding these payments, please refer to the Mutual Fund and ETF Brochures described above. Funds in Advisory Programs Investing in strategies that invest in mutual funds, closed-end funds and ETFs (collectively referred to in the Funds in Advisory Programs Section as “Funds”) may be more expensive than other investment options offered in your advisory account. In addition to our fee, you pay the fees and expenses of the Funds in which your account is invested. Fund fees and expenses are charged directly to the pool of assets the Fund invests in and are reflected in each Fund’s share price. These fees and expenses are an additional cost to you that is embedded in the price of the Fund and, therefore, are not included in the fee amount in your account statements. Each mutual fund and ETF expense ratio (the total amount of fees and expenses charged by the Fund) is stated in its prospectus. The expense ratio generally reflects the costs incurred by shareholders during the mutual fund’s or ETF’s most recent fiscal reporting period. Current and future expenses may differ from those stated in the prospectus. Conflicts of Interest regarding the Above-Described Expense Payments and Fees for Data Analytics. The above described fees present a conflict of interest for Morgan Stanley and our Financial Advisors to promote and recommend those Funds that make these payments rather than other eligible investments that do not make these or similar payments. Further, in aggregate, we receive significantly more support from participating revenue sharing sponsors and mutual funds that pay administrative services fees with the largest client holdings at our firm, as well as those sponsors that provide significant sales expense payments and/or purchase data analytics. This in turn could lead Morgan Stanley and/or our Financial Advisors and Branch Managers to focus on those Fund families. In addition, since our revenue sharing 11  support fee program utilizes rates that are higher for Funds with higher management fees, we have a conflict of interest to promote and recommend Funds that have higher management fees. In order to mitigate these conflicts, Financial Advisors and their Branch Managers do not receive additional compensation as a result of the fees and data analytics payments received by Morgan Stanley. available for purchase across MSWM’s investment advisory programs, including this Program. To the extent that such funds are offered to and purchased by Retirement Accounts, the advisory fee on any such account will be reduced, or offset, by the amount of the fund management fee, shareholder servicing fee and distribution fee we, or our affiliates, may receive in connection with such Retirement Account’s investment in such affiliated managed fund. Other Compensation. Morgan Stanley or its affiliates receive, from certain Funds, compensation in the form of commissions and other fees for providing traditional brokerage services, including related research and advisory support, and for purchases and sales of securities in Fund portfolios. We and/or our affiliates also receive other compensation for certain Funds for financial services performed for the benefit of such Funds, including but not limited to providing stand-by liquidity facilities. Providing these services may give rise to a conflict of interest for Morgan Stanley or its affiliates to place their interests ahead of those of the Funds by, for example, increasing fees or curtailing services, particularly in times of market stress. Morgan Stanley prohibits linking the determination of the amount of brokerage commissions and/or fees charged to a Fund to the aggregate values of our overall Fund-share sales, client holdings of the Fund or to offset the revenue-sharing, administrative service fees, expense reimbursement and data analytics fees described above. Financial Advisors and their Branch Managers receive no additional compensation as a result of these payments received by Morgan Stanley. Mutual Fund Share Classes. Mutual funds typically offer different ways to buy fund shares. Some mutual funds offer only one share class while most funds offer multiple share classes. Each share class represents an investment in the same mutual fund portfolio but assesses different fees and expenses. Many mutual funds have developed specialized share classes designed for various advisory programs (“Advisory Share Classes”). In general, Advisory Share Classes are not subject to either sales loads or ongoing marketing, distribution and/or service fees (often referred to as “12b-1 fees”), although some may assess fees for record keeping and related administrative services, as disclosed in the applicable prospectus. MSWM typically utilizes Advisory Share Classes that compensate MSWM for providing such recordkeeping and related administrative services to its advisory clients. However, our fees for these services are rebated to clients. If you wish to purchase other types of Advisory Share Classes, such as those that do not compensate intermediaries for record keeping and administrative services, which generally carry lower overall costs, and would thereby increase your investment return, you will need to do so directly with the mutual fund or through an account at another financial intermediary. In addition, we generally seek to be reimbursed for the associated operational and/or technology costs of adding an/or maintaining Funds on our platform. These flat fees are paid by Fund sponsors or other affiliates (and not the Funds). Financial Advisors and their Branch Managers do not receive compensation for recommending Funds that have reimbursed Morgan Stanley for our costs. Please note, we may offer non-Advisory Share Classes of mutual funds that are subject to 12b-1 fees if, for example, a fund does not offer an Advisory Share Class that is equivalent to those offered here. In such instance, MSWM will rebate directly to the clients holding such fund any such 12b-1 fees that we receive. Once we make an Advisory Share Class available for a particular mutual fund, clients can only purchase the Advisory Share Class of that fund. its affiliates may also receive If you hold non-Advisory Share Classes of mutual funds in your advisory account or seek to transfer non-Advisory Share Classes of mutual funds into your advisory account, MSWM (without notice to you) will convert those shares to Advisory Share Classes to the extent they are available. This will typically result in your shares being converted into a share class that has a lower expense ratio, although exceptions are possible. Subject to limited exceptions, any fees that you pay while holding non-Advisory Share Classes (e.g., sales loads, 12b-1 fees, etc.) will not be offset, rebated or refunded to you when your non-Advisory Share Class is converted into an Advisory Share Class. Affiliated Funds. Certain Funds are sponsored or managed by, or receive other services from, MSWM and its affiliates, which include, but are not limited to, Morgan Stanley Investment Management, Eaton Vance, Boston Management and Research, Calvert Research and Management, Atlanta Capital Management Company and Parametric Portfolio Associates. Where clients select to invest in mutual funds where the investment adviser is a MSWM affiliate, in addition to the program fee paid by clients, MSWM and investment management fees and related administrative fees. Since the affiliated sponsor or manager receives additional investment management fees and other fees, MSWM has a conflict to recommend MSWM affiliated mutual funds. In order to mitigate this conflict, Financial Advisors do not receive additional compensation for recommending proprietary and/or affiliated funds. Additionally, affiliated Funds and sponsors are subject to the same economic arrangements with MSWM as those that MSWM has with third-party Funds. MSWM’s affiliates have entered into administrative services and revenue sharing agreements with MSWM as described above. On termination of your advisory account for any reason, or the transfer of mutual fund shares out of your advisory account, we may convert any Advisory Share Classes of funds into a share class that is available in non-advisory accounts, or we may redeem these fund shares altogether. Non-Advisory Share Classes generally have higher operating expenses than the corresponding Advisory Share Class, which will increase the cost of investing and negatively impact investment performance. In addition, certain mutual funds managed by affiliates, including without limitation, Morgan Stanley Investment Management, Inc. or Eaton Vance Management and its affiliates respectively, are 12  Custody MSWM does not act as custodian. If you retain a custodian other than MSWM, your outside custodian will advise you of your cash sweep options and as described in the Client Agreement, you will have the option of instructing us on whether you want the Graystone Consulting fee billed to you directly or to the outside custodian selected by you, and the following sections on cash sweeps will not apply to you. Your Financial Advisor will not receive a portion of these fees or credits. In addition, MSWM will not receive cash compensation or credits in connection with the BDP for assets in the Deposit Accounts for Retirement Accounts. Also, the affiliated Sweep Banks have the opportunity to earn income on the BDP assets through lending activity, and that income is usually significantly greater than the fees MSWM earns on affiliated Money Market Funds. Thus, in its capacity as custodian, MSWM has a conflict of interest in connection with BDP being the default sweep, rather than an eligible Money Market Fund. MSWM acts as custodian. Unless you instruct us otherwise, MSWM will maintain custody of all cash, securities and other assets in the account and the following sections on cash sweeps will apply to you. Cash Sweeps When MSWM Acts As Custodian In addition, MSWM, the Sweep Banks and their affiliates receive other financial benefits in connection with the BDP. Through the BDP, each Sweep Bank will receive a stable, cost-effective source of funding. Each Sweep Bank intends to use deposits in the Deposit Accounts at the Sweep Bank to fund current and new businesses, including lending activities and investments. The profitability on such loans and investments is generally measured by the difference, or “spread,” between the interest rate paid on the Deposit Accounts at the Sweep Banks and other costs of maintaining the Deposit Accounts, and the interest rate and other income earned by the Sweep Banks on those loans and investments made with the funds in the Deposit Accounts. The cost of funds for the Morgan Stanley Sweep Banks of deposits through the sweep program in ordinary market conditions is lower than their cost of funds through some other sources, and the Morgan Stanley Sweep Banks also receive regulatory capital and liquidity benefits from using the sweep program as a source of funds as compared to some other funding sources. The income that a Sweep Bank will have the opportunity to earn through its lending and investing activities in ordinary market conditions is greater than the fees earned by us and our affiliates from managing and distributing the money market funds available to you as a sweep investment. Generally, some portion of your account will be held in cash. If MSWM acts as custodian for your account, it will effect “sweep” transactions of free credit balances in your account into interest- bearing deposit accounts (“Deposit Accounts”) established under the Bank Deposit Program (“BDP”). For most clients, BDP will be the only available cash sweep. The interest rates for BDP in your account will be tiered based upon the value of the BDP balances across your brokerage and advisory accounts. The BDP assets in your advisory accounts receive separate interest rates from deposits in your brokerage accounts and are set forth in: https://www.morganstanley.com/wealth-general/ratemonitor. Generally, the rate on BDP will be lower than the rate on other cash alternatives. In limited circumstances, such as clients ineligible for BDP, MSWM may sweep some or all of your cash into money market mutual funds (each, a Money Market Fund”). These Money Market Funds are managed by Morgan Stanley Investment Management Inc. or another MSWM affiliate. It is important to note that free credit balances and allocations to cash including assets invested in sweep investments are included in your account’s fee calculation hereunder. If your account is a Retirement Account, please read Exhibit B to this Brochure, entitled “Affiliated Money Market Funds Fee Disclosure Statement and Float Disclosure Statement”. Morgan Stanley has added Program Banks to the BDP in order to maximize the funding value of the deposits in BDP for the Morgan Stanley Sweep Banks. On a daily basis, you may have deposits that are sent to a Program Bank depending on the funding value considerations of 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 benefit from having deposits sent to the Program Banks by receiving FDIC insurance on deposit amounts that would otherwise be uninsured. In return for receiving deposits through BDP, the Program Banks provides other deposits to the Morgan Stanley Sweep Banks. This reciprocal deposit relationship provides a low-cost source of funding, and capital and liquidity benefits to both the Program Banks and the Morgan Stanley Sweep Banks. The Program Banks pay a fee to a Program Administrator for the reciprocal deposits, but the cost of that fee is not borne directly by Morgan Stanley clients. MSWM, acting as your custodian, will effect sweep transactions only to the extent permitted by law and if you meet the eligibility criteria. Under certain circumstances (as described in the Bank Deposit Program Disclosure) eligible deposits in BDP may be sent to non-affiliated Program Banks ( this additional feature may provide enhanced FDIC coverage to you as well as funding value benefits to the Morgan Stanley Sweep Banks. For eligibility criteria applicable to this additional feature and BDP generally, please refer to the Bank Deposit Program Disclosure Statement which is available at: http://www.morganstanley.com/wealth- investmentstrategies/pdf/BDP_disclosure.pdf. Conflicts of Interest Regarding Sweep Investments. If BDP is your sweep investment, you should be aware that the Sweep Banks, which are affiliates of MSWM, will pay MSWM an annual account-based flat fee for the services performed by MSWM with respect to BDP. MSWM and the Sweep Banks will review such fee annually and, if applicable, mutually agree upon any changes to the fee to reflect any changes in costs incurred by MSWM. The Morgan Stanley Sweep Banks have discretion in setting the interest rates paid on deposits received through BDP and are under no legal or regulatory requirement to maximize those interest rates. The Morgan Stanley Sweep Banks and the Program Banks can and sometimes do pay higher interest rates on some deposits they receive directly than they pay on deposits received through BDP. This discretion in setting interest rates creates a conflict of interest for the Morgan Stanley Sweep Banks. The lower the amount of interest paid to customers, the greater is the “spread” earned by the Morgan Stanley Sweep Banks on deposits through 13  use in calculating the compensation we pay your Graystone Consultant. Therefore, Graystone Consultants have a financial incentive not to reduce fees. the Program, as explained above. By contrast, money market funds (including Morgan Stanley affiliated money market funds) have a fiduciary duty to seek to maximize their yield to investors, consistent with their disclosed investment and risk-management policies and regulatory constraints. Item 5: Account Requirements and Types of Clients If your cash sweeps to a Money Market Fund, as available, then the account, as well as other shareholders of the Money Market Fund, will bear a proportionate share of the other expenses of the Money Market Fund in which the account’s assets are invested. Graystone Consulting offers its services under this Brochure to corporations, Taft Hartley funds, endowments and foundations, public and private retirement plans, including 401(k) plan sponsors, family offices and high net worth individuals. Item 6: Portfolio Manager Selection and Evaluation A. Selection and Review of Portfolio Managers and Funds for the Programs If your cash sweeps to a Money Market Fund, you understand that MSIM (or another MSWM affiliate) will receive compensation, including management and other fees, for managing the Money Market Fund. In addition, we receive compensation from such Money Market Funds at rates that are set by the funds’ prospectuses and currently range, depending on the program in which 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 Fund assets held by our clients. Please review your Money Market Fund’s prospectus to learn more about the compensation we receive from such funds. This Item 6.A describes more generally how we select and terminate Investment Options from these programs described in this Brochure. If managers have more than one strategy, we may include only some of those strategies in the programs described in this Brochure, may carry different strategies in different programs, and assign different statuses to different strategies. Please refer to the discussion in Section 4 A. for a complete description of the programs. MSWM’s Global Investment Manager Analysis Group We have a conflict of interest because we have an incentive to only offer affiliated Money Market Funds in the Cash Sweep program, as MSIM (or another MSWM affiliate) will receive compensation for managing the Money Market Fund. We also have a conflict of interest because we offer those affiliated funds and share classes that pay us higher compensation than other funds and share classes. You should understand these costs because they decrease the return on your investment. In addition, we receive additional payments from Morgan Stanley Investment Management Inc. in the event a Money Market Fund waives its certain fees in a manner that reduces the compensation that we would otherwise receive. We either rebate to clients or do not receive compensation on sweep Money Market Fund positions held in our fee-based advisory account programs. GIMA evaluates Investment Products. GIMA may delegate some or all of its functions to an affiliate or third party. Investment Products may only participate in the CES program if they are on GIMA’s Focus List or Approved List discussed below. You may obtain these lists from your Graystone Consultant. In each program, only some of the Investment Products may be available. As well as requiring Investment Products to be on the Focus List or Approved List, we look at other factors in determining which Investment Products we offer in these programs, including: Unless your account is a Retirement Account, the Fee will not be reduced by the amount of the Money Market Fund’s applicable fees. For additional information about the Money Market Fund and applicable fees, you should refer to each Money Market Fund’s prospectus. • D. Compensation to Graystone Consulting • • program needs (such as whether we have a sufficient number of Investment Products available in an asset class) client demand and the manager’s or Fund’s minimum account size. We automatically terminate Investment Products in the CES program if GIMA downgrades them to “Not Approved.” We may terminate Investment Products from these programs for other reasons (i.e., the Investment Product has a low level of assets under management in the program, has limited capacity for further investment, or is not complying with our policies and procedures). If you invest in one of the programs described in this Brochure, a portion of the fees payable to us in connection with your account is allocated on an ongoing basis to Graystone Consultants. The amount allocated to your Graystone Consultants in connection with accounts opened in programs described in this Brochure may be more than if you participated in other MSWM investment advisory programs, or if you paid separately for investment advice, brokerage and other services. Your Graystone Consultant may therefore have a financial incentive to recommend one of the programs in this Brochure instead of other MSWM programs or services. If you invest in one of the programs described in this Brochure, Graystone Consulting may charge a fee less than the maximum fee stated above. The amount of the fee you pay is a factor we Focus List. The Focus List status indicates GIMA's high confidence level in the overall quality of the investment option and its ability to outperform applicable benchmarks over a full market cycle. To be considered for the Focus List, Investment Products provide GIMA with relevant documentation on the strategy being evaluated, which may include a Request for 14  MSWM generally specifies a replacement Investment Product for a terminated Investment Product in CES (as discussed in Item 4.A above). In selecting the replacement Investment Product, GIMA generally looks for an Investment Product in the same asset class, and with similar attributes and holdings to the terminated Investment Product. Information (“RFI”), asset allocation histories, its Form ADV (the form that investment managers use to register with the SEC), past performance information and marketing literature. Additional factors for consideration may include personnel depth, turnover and experience, investment process, business and organization characteristics and investment performance. GIMA personnel may also interview the manager or Fund and its key personnel and examine its operations. Following this review process, Investment Products are placed on the Focus List if they meet the required standards for Focus List status. If GIMA leans of a material change to an Investment Product (e.g., the departure of an investment manager or investment team), MSWM, an affiliate or a third-party retained by GIMA or an affiliate, will evaluate the Investment Product in light of the change. This evaluation may take some time to complete. While this evaluation is being performed, the Investment Product will remain eligible for the Graystone Consulting program. The GIMA designation (Focus List or Approved List) for the Investment Product will not be altered solely because this evaluation is in progress. MSWM will not necessarily notify clients of any such evaluation. GIMA periodically reviews Investment Products on the Focus List. GIMA considers a broad range of factors (which may include investment performance, staffing, operational issues and financial condition). Among other things, GIMA personnel may interview each manager or Fund periodically to discuss these matters. GIMA may also review the collective performance of a composite of the MSWM accounts managed by a manager/Fund and compare this performance to overall performance data provided by the manager/Fund, and then investigate any material deviations. Watch Policy. GIMA has a “Watch” policy for Investment Products on the Focus List and Approved List. Watch status means that upon reviewing an Investment Product, GIMA has identified specific areas of the manager’s or Fund’s business that (a) merit further evaluation and (b) may result in the Investment Product becoming “Not Approved.” Putting an Investment Product on Watch does not signify an actual change in GIMA opinion nor is it a guarantee that GIMA will downgrade the Investment Product. The duration of a Watch status depends on how long GIMA needs to evaluate the Investment Product and for the Investment Product to address any areas of concern. Approved List. Investment Products provide GIMA with relevant documentation on the strategy being evaluated, which may include an RFI, sample portfolios, asset allocation histories, its Form ADV, past performance information and marketing literature. Additional factors for consideration may include personnel depth, turnover and experience; investment process; business and organizational characteristics; and investment performance. GIMA personnel may also interview the Sub- Manager or Fund and its key personnel, typically via conference call. Tactical Opportunities List. GIMA also has a Tactical Opportunities List. This consists of certain Investment Products on the Focus List or Approved List recommended for investment at a given time based in part on then-existing tactical opportunities in the market. Based on the above, GIMA then determines whether the Investment Product meets the standards for Approved List status. Approved List managers meet an acceptable due diligence standard based upon GIMA's evaluation. GIMA continuously evaluates Investment Products on the Approved List and Focus List. Other Relationships with Managers and Funds. Some managers and Funds on the Approved List or Focus List may have business relationships with us or our affiliates. For example, a manager or Fund may use MS&Co. or an affiliate as its broker or may be an investment banking client of MS&Co. or an affiliate. GIMA does not consider the existence or lack of a business relationship in determining whether to include or maintain a manager or Fund on the Approved List or Focus List. Changes in Status from Focus List to Approved List. GIMA may determine that an Investment Product no longer meets the criteria for the Focus List but meets the criteria for the Approved List. If so, MSWM generally notifies program clients regarding such status changes on a quarterly basis. Graystone MAP Due Diligence Managers offered in Graystone MAP are reviewed by Graystone Consulting and approved by GIMA. in MSWM information provided by Funds’ Changes in Status to Not Approved. GIMA may determine that an Investment Product no longer meets the criteria for either evaluation process and therefore the Investment Product will no longer be recommended investment advisory programs. We notify affected clients of these downgrades. You cannot retain a downgraded manager or Fund in your accounts and must select a replacement from the Approved List or Focus List that is available in the program, if you wish to retain the program’s benefits in respect of the affected assets. Select Graystone Consulting teams conduct due diligence on Funds using investment managers or outside independent databases, all unaffiliated with MSWM. The reviewing team performs qualitative due diligence on prospective managers to identify recommended candidates for submission to GIMA, which reviews and approves the manager. The reviewing team generally conducts periodic follow-up due diligence on approved managers (including follow-up interviews with the manager). In some circumstances, you may be able to retain terminated Investment Products in another advisory program or in a brokerage account subject to the regular terms and conditions applying to that program or account. Ask your Graystone Consultant about these options. 15  Once a manager has been approved by GIMA, it is available for Graystone Consulting and certain other clients. DC Investment Consulting Fund Screening (For Participant-Directed Plans only) not the investments in which that alternative investment may in turn invest. For example, for a fund of funds, GIMA’s research process is applied to the fund of funds, and not to each individual fund in which the fund of funds invests. Also, when evaluating portfolio managers that may be recommended to clients to provide portfolio services, the due diligence typically covers the portfolio manager, not the investments which that portfolio manager may recommend. consists of In addition to the mutual funds and ETFs that appear on the Focus List and Approved List of GIMA described above, for clients in the Institutional Consulting Services program for Participant- Directed Plans, funds may be “approved” for the program in an alternate manner, as well. MSWM applies a proprietary screening process to funds in the Morningstar mutual fund database, which it applies in part using third party software. The screening algorithm, applied quarterly, is based on factors such as performance, ranking, stewardship grade, fees and manager tenure. Funds subject to this process are either approved or not approved for use in the Institutional Consulting Services program for Participant-Directed Plans. Graystone and MSWM do not maintain a Watch List for these funds equivalent to GIMA’s Watch List. Selection of Alternative Investments If a new alternative investment is viewed as an appropriate candidate by the Due Diligence Provider, the vehicle is presented to an MSWM alternative investment product review committee senior MSWM (“AIPRC”). The AIPRC representatives who are mandated to approve proposed candidates and reconfirm existing vehicles on a periodic basis. Once a new alternative investment is approved by the AIPRC, and all required due diligence materials are verified, it receives an “Approved” status, is placed on the Alternatives Approved List, a list of alternative investment vehicles in which qualified clients may invest and is available for allocations to qualified clients on a Certain Alternatives placement and/or advisory basis. Investments on the Alternatives Approved List are available to qualified clients in the programs. Ongoing monitoring of managers and investment vehicles on the Alternatives Approved List is provided by the Due Diligence Provider. In addition to manager-specific monitoring, the reviewer monitors overall market conditions in their specific strategies of expertise. Alternative investment managers may only be recommended in the traditional Institutional Consulting Services and Graystone programs described in this Brochure if they are on MSWM’s Alternatives Approved List (described below). Managers often offer more than one alternative investment, and we may include only some of those alternative investments or only certain share in our programs, may carry different alternative classes investments or share classes in different programs, and assign different statuses to different alternative investments. downgrades the alternative investment We also consider other factors in determining which alternative investments we offer in these programs, including program needs such as whether we have enough managers available in an asset class, and client demand. investment vehicle from MSWM may remove alternative investments from the programs if GIMA or the Due Diligence Provider of the alternative investment to “Terminate”. We may also terminate managers from these programs for other reasons (e.g., the manager has a low level of assets under management in the program, the manager has limited capacity for further investment, or the manager is not complying with our policies and procedures). Also, GIMA’s head of research the can remove an alternative Alternatives Approved List without consulting the AIPRC, but all actions must be assessed by the AIPRC at the next meeting. the AIPRC In the programs, investment and business risk due diligence on alternative investments is provided by MSWM through (i) GIMA, (ii) an affiliate of MSWM that may provide due diligence and monitoring services, or (iii) an independent, third-party consulting firm or other organization retained by MSWM and approved by the AIPRC (“Due Diligence Provider”) that is also in the business of evaluating the capabilities of alternative investments. Any firm providing due diligence is expected to follow a methodology similar to that used by GIMA (described below) or a methodology in reviewing such alternative approved by investments. Watch Policy. MSWM has a “Watch” policy for alternative investments on the Approved List. Watch status indicates that, in reviewing an alternative investment, GIMA or the Due Diligence Provider has identified specific areas related to the alternative investment, the manager of the alternative investment, or the markets in general that (i) merit further evaluation by GIMA or the Due Diligence Provider and (ii) may, but are not certain to, result in the removal of the alternative investment from the “Approved List”. Putting an alternative investment on Watch does not signify a change in GIMA opinion nor is it a guarantee that GIMA will remove the alternative investment. The duration of a Watch status depends on how long GIMA needs to evaluate the reason for the status change, which may include, an evaluation of the markets, alternative investment, and manager of the alternative investment. Calculating Portfolio Managers’ Performance In the programs described in this Brochure, we calculate performance using a proprietary system. On an ongoing basis, the Due Diligence Provider conducts both quantitative and qualitative research on potential candidates. Their research includes, among other things, a review of relevant documents, calls and meetings with the investment team, and an analysis of investment performance. Generally, although the process may be modified for a particular manager or alternative investment as the Due Diligence Provider may deem appropriate, the Due Diligence Provider will typically also conduct on-site visits, review a separate business risk due diligence questionnaire, and examine areas such as portfolio pricing, contingency planning, background checks on key principals and other items. Their due diligence covers the alternative investment in question, 16  in Managers are allowed to occasionally give nominal gifts to Financial Advisors, and to occasionally entertain Financial Advisors, subject to a limit of $1,000 per employee per year. MSWM’s non-cash compensation policies set conditions for each of these types of payments, and do not permit any gifts or entertainment conditioned on achieving a sales target. third-party standards and MSWM’s Performance Reporting Group reviews performance information for client accounts, including daily reconciliation of positions reported the firm’s proprietary performance calculation system against the firm’s books and records, and accounts & positions where the calculated returns deviate from established thresholds. For alternative investments, GIMA does not calculate composite manager performance in the programs. reviews performance Neither MSWM nor a information to determine or verify its accuracy or its compliance with presentation therefore performance information may not be calculated on a uniform or consistent basis. Generally, the manager of the alternative investment determines the standards used to calculate performance data. We address conflicts of interest by ensuring that any payments described in this “Payments to Managers” section do not relate to any particular transactions or investment made by MSWM clients with managers. Managers participating in programs described in this Brochure are not required to make any of these types of payments. The payments described in this section comply with FINRA rules relating to such activities. Please see the discussion under “Funds in Advisory Programs” in Item 4.C for more information. Payments from Mutual Funds. Please see the discussion of payments from fund companies under “Funds in Advisory Programs” in Item 4.C. For alternative investments, valuations used for account statement purposes and billing purposes, and for any performance reports, are obtained from the manager of each selected Investment Option. These valuations (and any corresponding benchmark index values) may be estimates, may be several weeks old as of the dates MS&Co. produces your account statements/reports and calculates your fees and, in the case of index values, may be based on information from multiple sources. The final performance figures for the applicable period may be higher or lower, and MSWM is under no obligation to provide notice of, or compensation to, clients for any difference in performance. If you invest in a fund of funds, your account documents may use the HFRI Fund of Funds as a benchmark. The FoF Composite consists of over 800 domestic and offshore funds of hedge funds that have at least $50 million under management or have been actively trading for at least 12 months. It is equally weighted on a fund-by-fund basis and fund assets are reported in USD on a net of fees basis. It is updated three times a month and the current month’s and the prior three months’ values are subject to change. MSWM is not obligated to notify you of any such changes. The FoF Composite values are likely to be more up to date than the data for the selected Investment Options for which it is the benchmark. You cannot invest in the FoF Composite. For more information see https://www.hedgefundresearch.com. Payments from Managers of Alternative Investments. Managers of alternative investments offered in the programs described in this Brochure may agree to pay MSWM additional fees, which may include up front placement fees up to 3.00%, investment servicing fees ranging from 0.25% to 1.00% and an ongoing revenue sharing annual fee ranging from 0.50% to 2.00% of the subscription or capital commitment amount. We have a conflict of interest in offering alternative investments because we or our affiliates earn more money in your account from your investments in alternative investments than from other investment options. However, in cases where we receive any of the above-referenced payments from a manager of an alternative investment and we charge a program fee in connection with the alternative investment under the programs in this Brochure, we credit an amount equal to the above-referenced payments to your account (excluding the program participation and administrative service fees described below, as applicable). Also, we do not share this money with your Graystone Consultant (i.e. the compensation we pay to your Graystone Consultant is not affected by the payments we receive from the alternative investments). Therefore, your Graystone Consultant does not have a resulting incentive to buy alternative investments in your account, or to buy certain alternative investments rather than other alternative investments in any of the programs in this Brochure. Servicing Fee”). B. Conflicts of Interest Advisory vs. Brokerage Accounts. MSWM and your Graystone Consultant are likely to earn more compensation if you invest in a program described in this Brochure than if you open a brokerage account to buy individual securities (although, in a brokerage account, you may not receive all the benefits of the programs described in the Brochure). In such instance, your Graystone Consultant and MSWM therefore have a financial incentive to recommend one of these programs described in this Brochure. We address this conflict of interest by disclosing it to you and by reviewing your account at account-opening to ensure that it is appropriate for you in light of matters such as your investment objectives and financial circumstances. Payments from Managers. Managers may also sponsor their own educational conferences and pay expenses of Financial Advisors attending these events. MSWM’s policies require that the training or educational portion of these conferences comprises substantially the entire event. Managers may sponsor educational meetings or seminars in which clients as well as Financial Advisors are invited to participate. HedgePremier Program Participation Fees. If you make an investment in a HedgePremier Feeder as a consulting client, you will be subject to a program participation fee (“Program Participation Fee”), a portion of which will be paid to MSWM or its affiliate as an ongoing administrative servicing fee (the Such “HedgePremier Administrative HedgePremier Administrative Servicing Fee is intended to compensate MSWM for certain investor servicing support provided in respect of investors in the HedgePremier Feeder. Depending on the aggregate net asset value of the HedgePremier Feeders, MSWM will receive a HedgePremier Administrative Servicing Fee of up to 0.10% per annum from investors with an aggregate amount invested in HedgePremier Feeders (minus redemptions or withdrawals) (the “Aggregate Invested”) of less than $5,000,000. MSWM will not receive a HedgePremier in a Administrative Servicing Fee from any investor 17  These relationships create a conflict of interest for us or our affiliates, as there is a financial incentive to recommend the investments. We address this conflict of interest by disclosing it to you and by reviewing your account at account-opening to ensure that it is appropriate for you in light of matters such as your investment objectives and financial circumstances. HedgePremier Feeder with an Aggregate Invested of $5,000,000 or more, although such investment will still be subject to the applicable Program Participation Fee. The Program Participation Fee and, as such, the HedgePremier Administrative Servicing Fee, are not charged to certain retirement accounts. While you remain in the programs in this Brochure, your Graystone Consultant will not receive any portion of the HedgePremier Administrative Servicing Fee. for certain alternative MSWM as Placement Agent. MSWM also acts as placement agent investments whereby such investments are available through MSWM on a non-advisory basis. When an alternative investment is purchased on a placement basis, different terms and conditions, including different fee arrangements, may apply. For example, when a client invests on a placement basis, they do not pay an ongoing advisory fee, however, they pay an upfront placement fee and the program manager receives a higher program participation fee which is shared with MSWM and its Graystone Consultants. A Client investing on an advisory basis may pay higher fees, in the aggregate, than if such investment had been made on a placement basis. Platform Fees and Sponsor Fees – Illiquid Feeders. If you make an investment in a private equity, private credit or private real estate feeder fund (the “Illiquid Feeders”) established by an affiliate of Institutional Capital Network, Inc. (“iCapital”), MSWM be paid an Administrative Services Fee of up to 0.08% per annum of the applicable fee base (as described in the offering memorandum for each Illiquid Feeder). The Administrative Services Fee is intended to compensate MSWM for certain investor servicing support provided in respect of investors in each of these Illiquid Feeders. The amount of the Administrative Services Fee may be reduced under certain circumstances if reduced, such reduction will be paid to iCapital Strategies LLC, the third-party general partner or administrator, as applicable, of the relevant Illiquid Feeder. Different Advice. MSWM and its affiliates may give different advice, take different action, receive varying compensation, or hold or deal in different securities for any other party, client, or account (including their own accounts or those of their affiliates) from the advice given, actions taken, compensation received, or securities held or dealt for your account. Finally, an affiliate of MSWM has made an investment in iCapital. As a result, MSWM has an indirect interest in the increased profitability of iCapital through the promotion of its feeder fund business. Trading or Issuing Securities in, or Linked to Securities in, Client Accounts. MSWM and its affiliates may provide bids and offers, and may act as a principal market maker, in respect of the same securities held in client accounts. MSWM, the investment managers in its programs, and its affiliates and employees may hold a position (long or short) in the same securities held in client accounts. MSWM and/or its affiliates are regular issuers of traded financial instruments linked to securities that may be purchased in client accounts. From time to time, the trading of MSWM, a manager or their affiliates – both for their proprietary accounts and for client accounts – may be detrimental to securities held by a client and thus create a conflict of interest between those trades and the investment advisory services that MSWM provides to you. Oversubscripton Policy. From time to time, MSWM may have limited access to opportunities to place clients in, or recommend client to, alternative investments, particularly in the case of certain private equity and real estate opportunities. Under these circumstances, when MSWM aggregate client subscriptions for an alternative investment exceed the capacity given to Morgan Stanley by the alternative investment manager, the alternative investment will be oversubscribed. Where an alternative investment is oversubscribed, MSWM will reduce Morgan Stanley employee orders in the first instance as a general matter which may result in MSWM reducing an employee’s commitment to the oversubscribed alternative investment to zero. If the alternative investment remains oversubscribed after a reduction in employee orders, MSWM will reduce client orders on a pro rata basis to address the oversubscription of the alternative investment until MSWM capacity is met. MSWM is not required to allot or prioritize a client for any additional capacity that may become available following the client’s subscription for your reduced amount in such alternative investment. MSWM may change its policy to ensure that the process, as it relates to its advisory clients, remains fair, equitable and consistent with its fiduciary duty to such clients. Trade Allocations. In certain cases trades may be aggregated so that the securities will be sold or purchased for more than one client in order to obtain favorable execution to the extent permitted by law. The investment manager will then allocate the trade in a manner that is equitable and consistent with its fiduciary duty to its clients (including pro rata allocation, random allocation or rotation allocation). Allocation methods vary depending on various factors (including the type of investment, the number of shares purchased or sold, the size of the accounts, and the amount of available cash or the size of an existing position in an account). The price to each client is the average price for the aggregate order. Affiliate Acting as Portfolio Manager. Where permitted by law, and except for plan accounts, an affiliate of MSWM may have been selected to act as the manager for one or more your investments. Where this occurs, we or our affiliates earn more money than from other investment options. MSWM and the Graystone Consultant are also likely to earn more compensation if you invest in a program described in this Brochure than if you open a brokerage account to buy individual securities. Services Provided to Other Clients. MSWM, investment managers and their affiliates provide a variety of services (including research, brokerage, asset management, trading, lending and investment banking services) for each other and for various clients, including issuers of securities that MSWM may 18  LLC; EOS Precious Metals Limited; CreditDeiv Limited; FXGLOBALCLEAR; Dubai Mercantile Exchange; Japan Securities Depository Center Inc.; Yensai.com Co., Ltd; and Octaura Holdings LLC. recommend for purchase or sale by clients or are otherwise held in client accounts, and investment management firms in the programs described in this Brochure. MSWM, investment managers and their affiliates receive compensation and fees in connection with these services. MSWM believes that the nature and range of clients to which such services are rendered is such that it would be inadvisable to exclude categorically all of these companies from an account. Accordingly, it is likely that securities in an account will include some of the securities of companies for which MSWM, investment managers and their affiliates perform investment banking or other services. Certain Trading Systems offer cash credits for orders that provide liquidity to their books and charge explicit fees for orders that extract liquidity from their books. From time to time, the amount of credits that MSWM and/or MS&Co. receive from one or more Trading System may exceed the amount that is charged. Under these limited circumstances, such payments would constitute payment for order flow. Certain Trading Systems through which MSWM and/or MS&Co. may directly or indirectly effect client trades execute transactions on a “blind” basis, so that a party to a transaction does not know the identity of the counterparty to the transaction. It is possible that an order for a client account that is executed through such a Trading System could be automatically matched with a counterparty that is (i) another investment advisory or brokerage client of MSWM or one of its affiliates or (ii) MSWM or one of its affiliates acting for its own proprietary accounts. Restrictions on Securities Transactions. There may be periods during which MSWM or investment managers are not permitted to initiate or recommend certain types of transactions in the securities of issuers for which MSWM or one of its affiliates is performing broker-dealer or investment banking services or has confidential or material non-public information. Furthermore, in certain investment advisory programs, MSWM may be compelled to forgo trading in, or providing advice regarding, Morgan Stanley securities, and in certain related securities. These restrictions may adversely impact your account performance. Affiliated Sweep Investments. MSWM has a conflict of interest in selecting or recommending BDP or Money Market Funds as the Sweep Investment. See Item 4.C above for more information. MSWM, the managers and their affiliates may also develop analyses and/or evaluations of securities sold in a program described in this Brochure, as well as buy and sell interests in securities on behalf of its proprietary or client accounts. These analyses, evaluations and purchase and sale activities are proprietary and confidential, and MSWM will not disclose them to clients. MSWM may not be able to act, in respect of clients’ account, on any such information, analyses or evaluations. MSWM, investment managers and their affiliates are not obligated to effect any transaction that MSWM or a manager or any of their affiliates believe would violate federal or state law, or the regulations of any regulatory or self-regulatory body. MSWM Affiliate in Underwriting Syndicate; MSWM Distribution of Securities; Other Relationships with Security Issuers. If an affiliate of MSWM is a member of the underwriting syndicate from which a security is purchased, we or our affiliates may directly or indirectly benefit from such purchase. If MSWM participates in the distribution of new issue securities that are purchased for a client’s account, MSWM will receive a fee, to be paid by the issuing corporation to the underwriters of the securities and ultimately to MSWM, which will be deemed additional compensation to us, if received by us. Research Reports. MS & Co. LLC (“MS & Co.”) does business with companies covered by their respective research groups. Furthermore, MS & Co. and its affiliates and client accounts may hold a trading position (long or short) in the securities of companies subject to such research. Therefore, MS & Co. has a conflict of interest that could affect the objectivity of its research reports. MSWM and/or its affiliates have a variety of relationships with, and provide a variety of services to, issuers of securities recommended for client accounts, including investment banking, corporate advisory and services, underwriting, consulting, and brokerage relationships. As a result of these relationships with an issuer, MSWM or its affiliates may directly or indirectly benefit from a client’s purchase or sale of a security of the issuer. For example, MSWM or its affiliates may provide hedging services for compensation to issuers of structured investments (such as structured notes) recommended for client accounts. In such a case, MSWM or its affiliates could benefit if a client account purchased such an instrument or sold such an instrument to another purchaser in lieu of selling or redeeming the instrument back to the issuer, as such transactions could result in the issuer of the instrument continuing to pay MSWM or its affiliates fees or other compensation for the hedging services related to such instrument. Similarly, if the hedging service with respect to such an instrument is not profitable for MSWM or its affiliates, MSWM or its affiliates may benefit if MSWM’s client accounts holding such instruments sold or redeemed them back to the issuer. Also, in the event of corporate actions with respect to securities held in client accounts, to the extent such corporate actions result in exchanges, tender offers or similar transactions, MSWM and/or its affiliates may participate in and/or advise on such transactions Certain Trading Systems. MSWM may effect trades on behalf of client accounts through exchanges, electronic communication networks or other alternative trading systems (“Trading Systems”), including Trading Systems with respect to which MSWM or its affiliates may have a non-controlling direct or indirect ownership interest or the right to appoint a board member or observer. If MSWM directly or indirectly effects client trades or transactions through Trading Systems in which MSWM or its affiliates have an ownership interest, MSWM or its affiliates may receive an indirect economic benefit based on their ownership interest. In addition, subject at all times to its obligations to obtain best execution for its customers’ orders, it is contemplated that MSWM will route certain customer order flow to its affiliates. Currently, MSWM and/or its affiliates own equity interests (or interests convertible into equity) of 5% or more in certain Trading Systems or their parent companies, including MEMX Holdings 19  responsible for ensuring that the information you provide to Graystone is accurate and remains current. Item 8: Client Contact with Portfolio Managers and receive compensation. The interest of MSWM’s affiliates in these corporate actions may conflict with the interest of MSWM clients. In addition, where an affiliate of MSWM is representing or advising the issuer in a transaction, the interest of the issuer may conflict with client interests and create a potential conflict of interest for MSWM. MSWM also provides various services to issuers, their affiliates and insiders, including but not limited to, stock plan services and financial education for which MSWM receives compensation. In the programs described in this Brochure, you can contact your Graystone Consultant at any time during normal business hours. C. Graystone Consultants Acting as Portfolio Managers Item 9: Additional Information Disciplinary Information This section contains information on certain legal and disciplinary events. Description of Advisory Services Graystone Consultants only act as portfolio managers under the Graystone Discretionary Services program and not any other program described in this Brochure. See Item 4.A above for a description of the services offered in the programs described in this Brochure. Performance-Based Fees The programs described in this Brochure do not charge performance-based fees. Methods of Analysis and Investment Strategies Graystone Consultants in the programs described in this Brochure may use any investment strategy when providing investment advice to you. Graystone Consultants may use asset allocation recommendations of the Morgan Stanley Wealth Management Global Investment Committee as a resource but, if so, there is no guarantee that any strategy will in fact mirror or track these recommendations. Investing in securities involves risk of loss that you should be prepared to bear. • On June 8, 2016, the SEC entered into a settlement order with MSWM (“June 2016 Order”) settling an administrative action. In this matter, the SEC found that MSWM willfully violated Rule 30(a) of Regulation S-P (17 C. F. R. § 248.30(a)) (the “Safeguards Rule”). In particular, the SEC found that, prior to December 2014, although MSWM had adopted written policies and procedures relating to the protection of customer records and information, those policies and procedures were not reasonably designed to safeguard its customers’ personally identifiable information as required by the Safeguards Rule and therefore failed to prevent a MSWM employee, who was subsequently terminated, from misappropriating customer account information. In determining to accept the offer resulting in the June 2016 Order, the SEC considered the remedial efforts promptly undertaken by MSWM and MSWM’s cooperation afforded to the SEC Staff. MSWM consented, without admitting or denying the findings, to a censure, to cease and desist from committing or causing future violations, and to pay a civil penalty of $1,000,000. Proxy Voting Graystone Consulting does not offer proxy voting services to its clients for its traditional institutional consulting services. In Graystone Discretionary Services, clients may elect to: (“January 2017 Order”) • Retain authority and responsibility to vote proxies for your account or • Delegate discretion to vote proxies to a third party (other than Graystone or MSWM). requirements Unless you delegate discretion to a third party to vote proxies, we will forward to you, or your designee, any proxy materials that we receive for securities in your account. We cannot advise you on any particular proxy solicitation. We will not provide advice or take action with respect to legal proceedings (including bankruptcies) relating to the securities in your account, except to the extent required by law. Item 7: Client Information Provided to Portfolio Managers • On January 13, 2017, the SEC entered into a settlement order with MSWM settling an administrative action. The SEC found that from 2009 through 2015, MSWM inadvertently charged advisory fees in excess of what had been disclosed to, and agreed to by, its legacy CGM clients, and, from 2002 to 2009 and from 2009 to 2016, MS&Co. and MSWM, respectively, inadvertently charged fees in excess of what was disclosed to and agreed to by their clients. The SEC also found that MSWM failed to comply with regarding annual surprise custody examinations for the years 2011 and 2012, did not maintain certain client contracts, and failed to adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Investment Advisers Act of 1940 (the “Advisers Act”). The SEC found that, in relation to the foregoing, MSWM willfully violated certain sections of the Advisers Act. In determining to accept the offer resulting in the January 2017 Order, the SEC considered the remedial efforts promptly undertaken by MSWM. MSWM consented, without admitting or denying the findings, to a censure, to cease and desist from committing or causing future violations, Graystone Consulting and investment managers have access to the information you provide at account opening. You are 20  to certain undertakings related to fee billing, books and records and client notices and to pay a civil penalty of $13,000,000. • On February 14, 2017, the SEC entered into a settlement order with MSWM settling an administrative action. The SEC found that from March 2010 through July 2015, MSWM solicited approximately 600 non-discretionary advisory accounts to purchase one or more of eight single inverse exchange traded funds (“SIETFs”), without fully complying with its internal written compliance policies and procedures related to these SIETFs, which among other things required that clients execute a disclosure notice, describing the SIETF’s features and risks, prior to purchasing them, for MSWM to maintain the notice, and for subsequent related reviews to be performed. The SEC found that, despite being aware of deficiencies with its compliance and documentation of the policy requirements, MSWM did not conduct a comprehensive analysis to identify and correct past failures where the disclosure notices may not have been obtained and to prevent future violations from occurring. The SEC found that, in relation to the foregoing, MSWM willfully violated section 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-7 thereunder. MSWM admitted to certain facts and consented to a censure, to cease and desist from committing or causing future violations, and to pay a civil penalty of $8,000,000. policies and procedures related to trades not executed at MSWM. In the applicable wrap fee programs, the third-party manager has the discretion to place orders for trade execution on clients’ behalf at a broker-dealer other than Morgan Stanley. MSWM permits managers to “trade away” from MSWM in this manner in order to seek best execution for trades. The SEC found that, from at least October 2012 incomplete and through June 2017, MSWM provided inaccurate information indicating that MSWM executed most client trades and that, while additional transaction-based costs were possible, clients did not actually incur them in the ordinary course. The SEC found that this information was misleading for certain retail clients because some wrap managers directed most, and sometimes all, client trades to third-party broker-dealers for execution, which resulted in certain clients paying transaction-based charges that were not visible to them. The SEC also found that, on occasion, wrap managers directed trades to MSWM-affiliated broker-dealers in which clients incurred transaction-based charges in violation of MSWM’s affiliate trading policies without detection by MSWM. The SEC noted in the order that it considered certain remedial acts undertaken by MSWM in determining to accept the order, including MSWM enhancing its disclosures to clients, implementing training of financial advisors, enhancing relevant policies and procedures, and refunding clients’ transaction-based charges paid to Morgan Stanley affiliates. The SEC found that MSWM willfully violated certain sections of the Investment Advisers Act of 1940, specifically Sections 206(2) and 206(4) and Rule 206(4)-7 thereunder. MSWM consented, without admitting or denying the findings and without adjudication of any issue of law or fact, to a censure; to cease and desist from committing or causing future violations; and to pay a civil penalty of $5,000,000. including certifications related to • On June 29, 2018, the SEC entered into a settlement order with MSWM settling an administrative action which relates to misappropriation of client funds in four related accounts by a single former MSWM financial advisor (“FA”). The SEC found that MSWM failed to adopt and implement policies and procedures or systems reasonably designed to prevent personnel from misappropriating assets in client accounts. The SEC specifically found that, over the course of eleven months, the FA initiated unauthorized transactions in the four related client accounts in order to misappropriate client funds. The SEC found that while MSWM policies provided for certain reviews prior to issuing disbursements, such reviews to prevent FAs from were not reasonably designed misappropriating client funds. Upon being informed of the issue by representatives of the FA’s affected clients, MSWM promptly conducted an internal investigation, terminated the FA, and reported the fraud to law enforcement agencies. MSWM also fully repaid the affected clients, made significant enhancements to its policies, procedures, and systems (“Enhanced MSWM Policies”) and hired additional fraud operations personnel. The SEC found that MSWM willfully violated section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. The SEC also found that MSWM failed to supervise the FA pursuant to its obligations under Section 203(e)(6) of the Advisers Act. MSWM consented, without admitting or denying the findings, to a censure; to cease and desist from committing or causing future violations; to certain undertakings, the implementation and adequacy of the Enhanced MSWM Policies and to pay a civil penalty of $3,600,000. information provided • On December 9, 2024, the SEC entered a settlement order with MSWM settling an administrative action, which relates to misappropriation of client funds in brokerage and advisory accounts by four former MSWM financial advisors (the “FAs”). The SEC found that MSWM failed to adopt and implement policies and procedures reasonably designed to prevent personnel from misusing and misappropriating funds in client accounts and that MSWM’s inadequate policies and procedures and systems to implement them led to its failure reasonably to supervise the four FAs, who misappropriated funds from client and customer accounts while employed at MSWM. Specifically, the SEC found that MSWM failed to adopt and implement policies and procedures reasonably designed to prevent and detect unauthorized externally initiated ACH payments and unauthorized cash wires. Upon being informed of the potential unauthorized activity in the customer accounts of two of the FAs, MSWM promptly investigated the matters, terminated the FAs, reported the fraud to law enforcement agencies, and fully repaid the affected clients. MSWM also conducted a retroactive review of payment instructions for externally initiated ACH payment instructions, which led to the identification of misconduct by the other two FAs. MSWM accordingly terminated the other two FAs and reported the misconduct to SEC staff. On its own initiative, MSWM instituted new written procedures to address the conduct at issue and retained an independent compliance consultant to perform a review and assessment. • On May 12, 2020, the SEC entered into a settlement order with MSWM settling an administrative action which relates to in marketing and client certain communications to retail advisory clients in MSWM’s wrap fee programs with third-party managers and MSWM’s 21  The SEC found that MSWM willfully violated section 206(4) of the Investment Advisers Act of 1940 (“Advisers Act”) and Rule 206(4)-7 thereunder. The SEC also found that MSWM failed to supervise the FAs within the meaning of Section 203(e)(6) of the Advisers Act and/or Section 15(b)(4)(E) of the Securities Exchange Act of 1934. MSWM consented, without admitting or denying the findings, to a censure; to cease and desist from committing or causing future violations; to certain undertakings, including the retention of an Independent Compliance Consultant to review MSWM’s policies, procedures and controls related to the conduct in the Order and to pay a civil penalty of $15,000,000. Related Investment Advisors and Other Service Providers. MSWM has related persons that are registered investment advisers in various investment advisory programs (including Cook Street Consulting, Inc., Hyas Group, Morgan Stanley Investment Management Inc., Morgan Stanley Investment Management Limited and Consulting Group Advisory Services LLC, as well as Eaton Vance Management and its affiliates). If you invest your assets and use an affiliated firm to manage your account, MSWM and its affiliates earn more money than if you use an unaffiliated firm. Generally, for Retirement Accounts, MSWM rebates or offsets fees so that MSWM complies with IRS and Department of Labor rules and regulations. MSWM’s Form ADV Part 1 contains further information about its disciplinary history and is available on request from your Graystone Consultant. to certain open-end Morgan Stanley Investment Management Inc. and Eaton Vance Management and its affiliates serve in various advisory, management, and administrative capacities to open-end and closed-end investment companies and other portfolios (some of which are listed on the NYSE). Morgan Stanley Services Company Inc., its wholly owned subsidiary, provides limited investment transfer agency services companies. Other Financial Industry Activities and Affiliations Morgan Stanley (“Morgan Stanley Parent”) is a financial holding company under the Bank Holding Company Act of 1956. Morgan Stanley Parent is a corporation whose shares are publicly held and traded on the New York Stock Exchange. Activities of Morgan Stanley Parent. Morgan Stanley Parent is a global firm engaging, through its various subsidiaries, in a wide range of financial services including: • securities underwriting, distribution, trading, merger, acquisition, restructuring, real estate, project finance and other corporate finance advisory activities • merchant banking and other principal investment activities • brokerage and research services Morgan Stanley Distribution Inc. serves as distributor for these open-end investment companies and has entered into selected dealer agreements with MSWM and affiliates. Morgan Stanley Distribution Inc. also may enter into selected dealer agreements with other dealers. Under many of these agreements, MSWM and affiliates, and other selected dealers, are compensated for sale of fund shares to clients on a brokerage basis, and for shareholder servicing (including pursuant to plans of distribution adopted by the investment companies pursuant to Rule 12b-l under the Investment Company Act of 1940). • asset management • trading of foreign exchange, commodities, and structured financial products and • global custody, securities clearance services, and securities lending. Broker-Dealer Registration. As well as being a registered investment advisor, MSWM is registered as a broker-dealer. Related persons of MSWM act as a general partner, administrative agent or special limited partner of a limited partnership or managing member or special member of a limited liability company to which such related persons serve as adviser or sub- adviser and in which clients have been solicited in a brokerage or advisory capacity to invest. In some cases, the general partner of a limited partnership is entitled to receive an incentive allocation from a partnership. See Item 4.C above for a description of cash sweep investments managed or held by related persons of MSWM. Restrictions on Executing Trades. As MSWM is affiliated with MS & Co. and its affiliates, the following restrictions apply when executing client trades: • MSWM and MS & Co. generally do not act as principal in executing trades for MSWM investment advisory clients. See Item 6.B above for a description of various conflicts of interest. • Regulatory restrictions may limit your ability to purchase, hold or sell equity and debt issued by Morgan Stanley Parent and its affiliates. • Certain regulatory requirements may limit MSWM’s ability to execute transactions through alternative execution services (e.g., electronic communication networks and crossing networks) owned by MSWM, MS & Co. or their affiliates. Market Transition Away from LIBOR. The following applies to holders of products directly or indirectly linked to the London Interbank Offered Rate (“LIBOR”) or the Secured Overnight Financing Rate (“SOFR”) and investors that are considering purchasing such products. Depending on your current holdings and investment plans, this information may or may not be applicable to you. restrictions may adversely impact client account These performance. LIBOR had been a widely used interest rate benchmark in bond, loan and derivative contracts, as well as consumer lending instruments such as mortgages. However, as a result of concerns with the integrity of LIBOR and how it is determined, LIBOR will See Item 6.B above for conflicts that arise as a result of MSWM’s affiliation with MS & Co. and its affiliates. 22  cease to be published and will be replaced by alternative reference rates. please see www.morganstanley.com/wm/LIBOR. Please also contact a member of your Morgan Stanley team for information, including if you have questions about whether you hold LIBOR- based products. Specifically, overnight and one-, three-, six- and 12-month USD LIBOR will no longer be published after June 30, 2023. However, regulators have indicated that the time until then is to be used only for managing existing LIBOR-based products. All settings for GBP, EUR, JPY and CHF LIBOR, and one-week and two-month settings for USD LIBOR, are no longer being published, although synthetic versions of GBP and JPY LIBOR rates will be published for a period. The committee convened by the U.S. Federal Reserve Board and the Federal Reserve Bank of New York, the Alternative Reference Rates Committee (ARRC), has selected SOFR as the recommended alternative benchmark rate to USD LIBOR. Code of Ethics MSWM’s Investment Adviser Code of Ethics (“Code”) applies to its employees, supervisors, officers and directors engaged in offering or providing investment advisory products and/or services (collectively, the “Employees”). In essence, the Code prohibits Employees from engaging in securities transactions or activities that involve a material conflict of interest, possible diversion of a corporate opportunity, or the appearance of impropriety. Employees must always place the interests of MSWM’s clients above their own and must never use knowledge of client transactions acquired in the course of their work to their own advantage. Supervisors are required to use reasonable supervision to detect and prevent any violations of the Code by the individuals, branches and departments that they supervise. The Code generally operates to protect against conflicts of interest either by subjecting Employee activities to specified limitations (including pre-approval requirements) or by prohibiting certain activities. Key provisions of the Code include: • The requirement for certain Employees, because of their potential access to non-public information, to obtain their supervisors' prior written approval or provide pre-trade notification before executing certain securities transactions for their personal securities accounts; The market transition away from LIBOR to alternative rates is complex and could have a range of impacts on financial products and transactions directly or indirectly linked to LIBOR. For example, the fallback provisions in your LIBOR-based products, or the absence thereof, could have an adverse effect on the value investment strategy. of such products as well as your Documentation governing existing LIBOR-based products may contain “fallback provisions”, which provide for how the applicable interest rate will be calculated if LIBOR ceases or is otherwise unavailable. Fallback provisions can materially differ across products and even within a given asset class. Furthermore, such provisions may not contemplate alternative reference rates such as SOFR (in particular in older documentation) and/or may result in increased uncertainty and change the economics of the product when LIBOR ceases. Clients utilizing hedging strategies may also face basis risk due to inconsistent fallback provisions in their various investments. Recently, federal legislation was signed into law that will provide for a SOFR-based rate plus a spread to replace LIBOR for those contracts without effective fallback provisions. • Additional restrictions on personal securities transaction activities applicable to certain Employees (including Financial Advisors and other MSWM employees who act as portfolio managers investment advisory in MSWM programs); • Requirements for certain Employees to provide initial and annual reports of holdings in their Employee securities accounts, along with quarterly transaction information in those accounts; and With respect to an investment in SOFR-linked products and products that will fallback to SOFR, you should understand the terms of the particular product and the related risks. The composition and characteristics of SOFR are not the same as LIBOR and, as a result, SOFR may not perform in the same way as LIBOR would have. Further, the SOFR-linked products that have been issued to date apply different market conventions to calculate interest and therefore these products have different risks and considerations. • Additional requirements for pre-clearance of other activities including, but not limited to, Outside Business Activities, Gifts and Entertainment, and U.S. Political Contributions and Political Solicitations Activity. You may obtain a copy of the Code of Ethics from your Graystone Consultant. See Item 6.B above. Affiliates of MSWM participate on central bank committees that have been selecting alternative rates and developing transition plans for trading these new rates. In addition, MSWM and its affiliates may have interests with respect to LIBOR- and SOFR- linked products that conflict with yours as an investor. As with any investment, make sure you understand the terms of any LIBOR- and SOFR-based products you hold and the terms of those that you are considering purchasing. Other products and services offered by or through MSWM or its affiliates, such as loans and mortgage products, may have different terms and conditions and may be affected by the potential replacement of LIBOR differently than LIBOR-based securities. Reviewing Accounts At account opening, your Graystone Consultant must ensure that, and the Branch Manager (or the Branch Manager’s designee) confirms that, the account and the investment style are appropriate investments for you. For traditional institutional consulting service accounts, your Graystone Consultant is then responsible for reviewing your account on an ongoing basis and will recommend different asset This is a developing situation and the above information is subject to change. For more information on the potential replacement of LIBOR, the recommended alternative rate, SOFR, and certain considerations relating to LIBOR- and SOFR-linked products, 23  allocations at any time according to market conditions. Your Graystone Consultant will ask you at least annually if your investment objectives have changed. If your objectives change, your Graystone Consultant will modify your asset allocation to be appropriate for your needs. For Graystone discretionary service accounts, your Graystone Consultant is then responsible for reviewing your account on an ongoing basis and may adjust your portfolio and will recommend different asset allocations at any time according to market conditions. Your Graystone Consultant will ask you at least annually if your investment objectives have changed. If your objectives change, Graystone Consultant will modify your portfolio to be appropriate for your needs. See Item 4.A above for a discussion of account statements and performance reporting. Client Referrals and Other Compensation See “Payments from Mutual Funds” and “Payments from Managers” in Item 6.B above. MSWM may compensate affiliated and unrelated third parties for client referrals in accordance with Rule 206(4)-1 of the Advisers Act. If the client invests in an investment advisory program, the compensation paid to any such entity will typically consist of an ongoing cash payment stated as a percentage of MSWM’s advisory fee or a one-time flat fee but may include cash payments determined in other ways. Financial Information MSWM is not required to include a balance sheet in this Brochure because MSWM does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. MSWM does not have any financial conditions that are reasonably likely to impair its ability to meet its contractual commitments to clients. MSWM and its predecessors have not been the subject of a bankruptcy petition during the past ten years. 24  Exhibit: Affiliated Money Market Funds Fee Disclosure Statement and Float Disclosure Statement Sweep Vehicles in Retirement Accounts Retirement Accounts generally effect temporary sweep transactions of new free credit balances into Deposit Accounts established under the Bank Deposit Program. The table below describes the fees and expenses charged to assets invested in shares of the money market funds in which the account invests (expressed as a percentage of each fund’s average daily net assets for the stated fiscal year). Note that: • The rate of Advisory Fee and Distribution and Service Fees (including 12b-1 fees) (whether in basis points or dollars) may not be increased without first obtaining shareholder approval. • Expenses designated as “Other Expenses” include all expenses not otherwise disclosed in the table that were deducted from each fund’s assets or charged to all shareholder accounts in the stated fiscal year (and may change from year to year). These fees and expenses may be paid to MSWM and its affiliates for services performed. The aggregate amount of these fees is stated in the tables below. The amounts of expenses deducted from a fund’s assets are shown in each fund’s statement of operations in its annual report. Morgan Stanley Investment Management (and/or its affiliates) may, from time to time, waive part or all of its advisory fee or assume or reimburse some of a fund’s operating expenses. (This may be for a limited duration.) Such actions are noted in the fund’s prospectus and/or statement of additional information. The table below shows the Total Annual Fund Operating Expenses (before management fee waivers and/or expense reimbursements) and the Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements. MSWM expects to provide services as a fiduciary (as that term is defined under ERISA or the Code) with respect to Retirement Accounts. MSWM believes that investing in shares of the funds for sweep purposes may be appropriate for Retirement Plans because using professionally managed money market funds allows you to access cash on an immediate basis, while providing a rate of return on your cash positions pending investment. As is typical of such arrangements, we use only affiliated money funds for this purpose. MSWM also believes that investing a Retirement Account’s assets in the Deposit Accounts may also be appropriate. Terms of the Bank Deposit Program are further described in the Bank Deposit Program Disclosure Statement, which has been provided to you with your account opening materials. The fund expense information below reflects the most recent information available to us as of December 31, 2024, and is subject to change. Please refer to the funds’ current prospectuses, statements of additional information and annual reports for more information. Fund Advisory Fee Distribution and Service Fees Shareholder Service Fee Other Expenses Total Annual Fund Operating Expenses Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements MSILF Government Securities- Participant Share Class 0.15% 0.25% 0.25% 0.08% 0.73% 0.45% MS U.S. Government Money Market Trust 0.15% N/A 0.10% 0.11% 0.36% 0.36% Interest Earned on Float If MSWM is the custodian of your account, MSWM may retain as compensation, for providing services, the account’s proportionate share of any interest earned on cash balances held by MSWM (or an affiliate) with respect to assets awaiting investment including: • new deposits to the account (including interest and dividends) and 25  • uninvested assets held by the account caused by an instruction to the custodian to buy and sell securities (which may, after the period described below, be automatically swept into a sweep vehicle). This interest is generally at the prevailing Federal Funds interest rate. Generally, with respect to such assets awaiting investment: o when the custodian receives the assets on a day on which the NYSE is open (“Business Day”) and before the NYSE closes, the custodian earns interest through the end of the following Business Day and o when the custodian receives the assets on a Business Day but after the NYSE closes, or on a day which is not a Business Day, the custodian earns interest through the end of the second following Business Day. 26 

Form ADV Wrap Fee Program Brochure Morgan Stanley Smith Barney LLC Consulting and Evaluation Services Program Investment Management Services Program March 28, 2025 2000 Westchester Avenue Purchase, NY 10577 Tel: (914) 225-1000 www.morganstanley.com This Wrap Fee Program Brochure provides information about the qualifications and business practices of Morgan Stanley Smith Barney LLC (“MSWM”). If you have any questions about the contents of this Brochure, please contact us at (914) 225-1000. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about MSWM also is available on the SEC’s website at www.adviserinfo.sec.gov. Registration with the SEC does not imply a certain level of skill or training.  Item 2: Material Changes This section identifies and discusses material changes to the ADV Brochure since the version of this Brochure dated March 28, 2024. For more details on any particular matter, please see the item in this ADV Brochure referred to in the summary below. Bank Deposit Program Updates were made to describe the Morgan Stanley Sweep Banks’ role in setting interest rates paid on deposits received through the Bank Deposit Program. See Item 4.C, Cash Sweeps for more information. Update to the Disciplinary Information On December 9, 2024, the SEC entered into a settlement with MSWM regarding an administrative action. In this matter, MSWM, without admitting or denying the findings and without adjudication of any issue of law or fact, consented to the entry of the order that finds that MSWM willfully violated certain sections of the Investment Advisers Act of 1940 (“Advisers Act”), specifically Sections 206(2) and 206(4) and Rule 206(4)-7 promulgated thereunder. The SEC also finds that MSWM failed to supervise the FAs within the meaning of Section 203(e)(6) of the Advisers Act and/or Section 15(b)(4)(E) of the Securities Exchange Act of 1934 (“Exchange Act”). See Item 9 in the ADV Brochure for further information. 2  Item 3: Table of Contents Item 1: Cover Page .................................................................................................................................................................................... 1 Item 2: Material Changes ........................................................................................................................................................................... 2 Item 3: Table of Contents .......................................................................................................................................................................... 3 Item 4: Services, Fees and Compensation .................................................................................................................................................. 4 A. General Description of Programs and Services ........................................................................................................................ 4 Consulting and Evaluation Services Program .......................................................................................................................... 4 PWM Manager Assessment Program (CLOSED) ................................................................................................................... 4 Investment Management Services Program ............................................................................................................................. 4 Account Opening ..................................................................................................................................................................... 4 Ineligible Securities and Investment Restrictions .................................................................................................................... 5 Trading and Execution Services .............................................................................................................................................. 5 Trade Confirmations, Account Statements and Performance Reviews .................................................................................... 5 Risks ........................................................................................................................................................................................ 6 Tax and Legal Considerations................................................................................................................................................ 10 Principal Trading and Related Fees ....................................................................................................................................... 11 Proxies and Related Materials................................................................................................................................................ 11 Custody .................................................................................................................................................................................. 11 Fees ........................................................................................................................................................................................ 12 B. Comparing Costs .................................................................................................................................................................... 14 C. Additional Fees ....................................................................................................................................................................... 14 Funds in Advisory Programs ................................................................................................................................................. 14 Cash Sweeps .......................................................................................................................................................................... 16 D. Compensation to Financial Advisors ..................................................................................................................................... 17 Item 5: Account Requirements and Types of Clients ........................................................................................................................... 18 Item 6: Portfolio Manager Selection and Evaluation ............................................................................................................................... 18 A. Selection and Review of Portfolio Managers for the Programs .............................................................................................. 18 CES Program ......................................................................................................................................................................... 18 IMS Program.......................................................................................................................................................................... 19 Other Relationships with Managers ....................................................................................................................................... 19 B. Conflicts of Interest ................................................................................................................................................................ 19 Item 7: Client Information Provided to Portfolio Managers .................................................................................................................. 22 Item 8: Client Contact with Portfolio Managers ................................................................................................................................... 22 Item 9: Additional Information .............................................................................................................................................................. 22 Disciplinary Information ........................................................................................................................................................ 22 Other Financial Industry Activities and Affiliations .............................................................................................................. 24 Exhibit: Affiliated Money Market Funds Fee Disclosure Statement and Float Disclosure Statement ............................... 27 3  Item 4: Services, Fees and Compensation MSWM and its Financial Advisors may also provide other services in connection with these programs. Any such services will be specified in the investment advisory agreement between MSWM and you (see “Account Opening” in this Item 4.A below). Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”, “MSWM”, “we”, “us” or “our”) is a registered investment adviser and a registered broker-dealer. MSWM is one of the largest financial services firms in the United States with branch offices in all 50 states and the District of Columbia. MSWM offers clients (“you”, “your” or “Client”) many different advisory programs. Many of MSWM’s advisory services are provided by its Consulting Group business unit (“CG”). You may obtain Brochures for other MSWM investment advisory programs at www.morganstanley.com/ADV or by asking your Financial Advisor or, for Morgan Stanley Private Wealth Management clients, your Private Wealth Advisor. Throughout the rest of this Brochure, “Financial Advisor” means either your Financial Advisor or your Private Wealth Advisor, as applicable. Consulting and Evaluation Services Program The Consulting and Evaluation Services (“CES”) program offers you the portfolio management services of affiliated and unaffiliated Managers, selected, and approved by MSWM. After obtaining certain information from you including your investment objectives, risk tolerance and other financial information, we will recommend certain CES Managers and respective Strategies appropriate for you. The Manager you select has the sole authority to manage your account on a discretionary basis and make investment decisions in light of, among other things, your investment objectives, risk tolerance, financial situation, and any reasonable restrictions you may choose to impose. In certain instances, a CES Manager may delegate some of their duties to a sub-adviser. In the CES program, the selected Manager is subject to ongoing review by Morgan Stanley’s Global Investment Manager Analysis unit (“GIMA”). For additional information on GIMA, see “Selection and Review of Portfolio Managers for the Programs” in Item 6 below. PWM Manager Assessment Program (CLOSED) Effective December 15, 2023, the PWM Manager Assessment Program was closed; existing clients of the Program will be moved to CES. We reasonably expect to provide services as a “fiduciary” (as that term is defined in Section 3(21) (A) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and/or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)), with respect to “Retirement Accounts.” For purposes of this Brochure (including the Exhibit), the term “Retirement Account” will be used to cover (i) “employee benefit plans” (as defined under Section 3(3) of ERISA), which include pension, defined contribution, profit-sharing and welfare plans sponsored by private employers, as well as similar arrangements sponsored by governmental or other public employers which arrangements are generally not subject to ERISA; (ii) individual retirement accounts “IRAs” (as described in Section 4975 of the Code); and (iii) Coverdell Educational Savings Accounts (“CESAs”). Investment Management Services Program The Investment Management Services (“IMS”) program was created to accommodate clients who want to maintain a relationship with an investment Manager of their choice that is not covered by GIMA and thus not included in the due diligence process that GIMA employs for investment Managers and funds in other investment advisory programs offered by MSWM. Unless you have selected an external custodian, your account assets are generally custodied at MSWM, except that certain “sweep” assets held in the Bank Deposit Program are custodied with Morgan Stanley Bank, NA or Morgan Stanley Private Bank, NA (together the Morgan Stanley Sweep Banks”) or certain third- party Program Banks. Please see Item 4.C Services, Fees and Compensation -- Additional Fees – Cash Sweeps below, for more information. The decision to participate in IMS and the review and selection of the Manager(s) is your responsibility, regardless of whether or not your relationship with the investment Manager predates your relationship with MSWM and/or your current Financial Advisor. MSWM will not assist in recommending or soliciting any Manager you select to engage in the IMS program. A. General Description of Programs and Services In addition, you, and not MSWM, will be responsible for the initial and ongoing evaluation and monitoring of the Managers selected by you for the IMS program. This section provides a general description of the services covered in this Brochure: the Consulting and Evaluation Services program, the Investment Management Services program and the Private Wealth Management Manager Assessment program. A list of approved mutual funds will be made available to all IMS Managers. Account Opening You must enter into the MSWM Single Advisory Contract (the “Single Advisory Contract”) to open accounts in programs described in this Brochure. The Single Advisory Contract governs the terms of your existing and future investment advisory accounts and relationships with MSWM. You may also be required to execute a client agreement as well as other account opening documentation, as applicable. A Manager (“Manager” or “Investment Manager” participating in these programs may offer one or more investment strategies (“Strategy”) for selection by you. Generally, Strategies that Managers may use in the programs described in this Brochure will include as part of their portfolio, common stock or fixed income securities but may also include American Depositary Receipts, mutual funds, exchange traded funds (“ETFs”), master limited partnerships (“MLPs”), foreign securities, options (including uncovered options) and other security types. Please review the ADV Brochure for the Manager you select for additional details on that Manager’s portfolio. 4  contact the manager to determine what types of investment restrictions you may request for your account. We will not have any obligation to manage your account in accordance with any investment guidelines, policy statements or other documents unless we specifically agree to do so, in writing. In addition, you will also execute separate agreements with your selected Managers. You will pay separate fees to MSWM and the Managers. You delegate investment discretion directly to the Managers, while MSWM provides consulting, custody, brokerage performance reporting and administrative services. Certain clients may also elect, subject to our approval, not to receive all the services available from MSWM. You may open multiple accounts, each managed by one Manager according to a specific investment style. Trading and Execution Services You authorize the Manager to effect securities transactions for the account through MSWM or another broker-dealer, subject to legal requirements of “best execution,” your needs, and, if applicable, the requirements of ERISA and the rules and regulations thereunder. Upon instruction from the Manager, MSWM will execute transactions for the purchase or sale of securities and other investments in a client’s account for the programs described in this Brochure. execution speed, Step Out Trades We refer to trades on which we are not the executing broker as “step out trades.” Your Manager has the authority to effect transactions through broker-dealers other than MSWM when the Manager reasonably believes that such other broker-dealer may execute such transactions at a price, including any mark-ups, mark-downs and/or other fees and charges, that are more favorable to the account than would be the case if transacted through MSWM. Moreover, even if the price is not more favorable, the Manager may consider all relevant factors, efficiency, capabilities, including confidentiality, familiarity with potential purchasers or sellers, or any other relevant matters. There are certain Managers (including, but not limited to, Managers offering municipal, corporate, and convertible fixed income strategies) that have historically directed most, if not all, their trades to outside broker- dealers. Before selecting a Manager for any program described in this Brochure, you should carefully review all material related to that Manager, including any disclosure on whether the Manager uses broker-dealers other than MSWM to effect any trades and any additional trading costs (brokerage commissions or other charges) associated with executing trades at such other broker- dealers. Ineligible Securities and Investment Restrictions Morgan Stanley reserves the right to determine which assets are eligible for investment in the Program and, accordingly, may at any time and without notice to you, decline to include any security for any reason in your accounts (“Ineligible Security”). Additionally, Morgan Stanley may restrict a security and deem such security ineligible if it becomes subject to any type of sanctions or trading restrictions imposed by a specific country or regulatory authority (“Sanctioned Security”). If you are holding a Sanctioned Security, you may face additional limitations, including the inability to trade on it or transfer it. Morgan Stanley retains discretion over enforcement and compliance with applicable sanctions-related regulations and laws. If we determine that a security in your account is an Ineligible Security or Sanctioned Security: (a) Morgan Stanley will not provide advice on, make recommendations with respect to, or manage, as applicable, and therefore does not act as a fiduciary with respect to such security; (b) such security will not be included in the billable market value of your account and, as a result, your Fee may change; (c) such security will not be included in the performance calculation of your account, and (d) you may not receive trade confirmations for transactions you make with regard to such security. If we determine that a security that was previously determined to be an Ineligible Security or Sanctioned Security is now eligible, (a) we will provide investment advice on it, make recommendations with respect to, or manage, as applicable, and therefore act as a fiduciary with respect to such security (b) such security will be included in the billable market value of your account and as a result, your fee may change, (c) such security will be included in the performance calculation of your account, and (d) you may receive trade confirmations for transactions you make with regard to such security. at this Fees paid to MSWM only cover transactions effected through us. Therefore, if your Manager trades with another firm, you may be assessed other trading related costs (mark-ups, mark-downs and/or other fees and charges) by the other broker-dealer. Those costs are in addition to your program fees and will be included in the net price of the security. Such costs will not be reflected as a separate charge on your trade confirmations or account statements. Step-out information is provided by the respective link: Managers www.morganstanley.com/wealth/investmentsolutions/pdfs/adv/s otresponse.pdf. For information about costs incurred, please see “Additional Fees” in Item 4.C below for details, or contact your FA. Notwithstanding the above, for the programs described in this Brochure we may instruct a Manager not to initiate trades through certain MSWM affiliated broker-dealers. We may automatically apply restrictions on equity securities of companies with which we believe you are an affiliate under the federal securities laws. If you hold these securities in your account, they will be characterized as ineligible securities and subject to the terms described above. In addition, the restriction will prevent additional shares of these equity securities from being purchased in your account. Such equity securities may be liquidated, at your direction, after they have been appropriately cleared. Such restrictions may cause your account’s composition and performance to deviate from the model or investment strategy in which your account is invested. Any applicable restrictions will be removed, without notice to you, when the affiliation has been removed from our records, which may result in the securities being included in the billable market value or performance calculation of your account. You may also request reasonable restrictions on the management of your account, such as that certain specified securities or certain categories of securities not be purchased for your account. Please Trade Confirmations, Account Statements and Performance Reviews Where MSWM is the custodian for your account, we will provide you with written confirmation of securities transactions, and 5  account statements at least quarterly. You can waive the receipt of trade confirmations after the completion of each trade in favor of alternative methods of communication where available. Even if you have done so, we may deliver trade confirmations after the completion of each trade. You may also receive mutual fund prospectuses, where appropriate. We will provide periodic reviews of your account. These reviews show how your account investments have performed, either on an absolute basis or on a relative basis compared to recognized indices (such as Standard & Poor’s indices). You can access these reports through MSWM’s online account services site (“Morgan Stanley Online”). To access these reports in Morgan Stanley Online, please go to: https://www.morganstanleyclientserv.com, log on, and select “Accounts.” If, however, you would like to receive these reports by mail, please call 1-888-454-3965. Risks You could lose money in money market funds. Although many money market funds classified as government funds (i.e., money market funds that invest 99.5% of total assets in cash and/or securities backed by the U.S government) and retail funds (i.e., money market funds open to natural person investors only) seek to maintain a stable $1.00 per share, they cannot guarantee they will do so. The price of other money market funds will fluctuate and when you sell shares, they could be worth more or less than originally paid. Money market funds may, and in certain circumstances will, impose a fee upon the redemption of fund shares. Please review your money market fund’s prospectus to learn more about the use of redemption or liquidity fees. In addition, if a money market fund that seeks to maintain a stable $1.00 per share experiences negative yields, it also has the option of converting its stable share price to a floating share price, or to cancel a portion of 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.Moreover, in some circumstances, money market funds may cease operations when the value of a fund drops below $1.00 per share. In that event, the fund’s holdings will likely be liquidated and distributed to the fund’s shareholders. This liquidation process can be prolonged and last for months. During this time, these funds would not be available to you to support purchases, withdrawals and, if applicable, check writing or ATM debits from your account. All trading in your account is at your risk. The value of the assets held in an account is subject to a variety of factors, such as the liquidity and volatility of the securities markets and certain other risks which may include, but not necessarily be limited to, those described below. Investment performance of any kind is not guaranteed, and MSWM’s, a Financial Advisor’s or a Manager’s past performance does not predict future performance. In addition, certain investment strategies that Managers may use in the Programs described in this Brochure have specific risks, certain of which are discussed below. You should consult with your Financial Advisor regarding the specific risks associated with the investments in your account. Please review any investment Manager’s ADV Brochure for a description of the material risks associated with any Strategy you may have selected. Risks Relating to Master Limited Partnerships. Master Limited Partnerships (“MLPs”) are limited partnerships or limited liability companies whose interests (limited partnership or limited liability company units) are generally traded on securities exchanges like shares of common stock. Investments in MLPs entail different risks, including tax risks, than is the case for other types of investments. Currently, most MLPs operate in the energy, natural resources, or real estate sectors. Investments in such MLP interests are subject to the risks generally applicable to companies in these sectors (including commodity pricing risk, supply and demand risk, depletion risk and exploration risk). Depending on the ownership vehicle, MLP interests are subject to varying tax treatment. Please see “Tax and Legal Considerations” below and any applicable mutual fund or ETF prospectus, for more information. You may obtain a mutual fund or ETF prospectus by asking your Financial Advisor. Risks Relating to ETFs. There may be a lack of liquidity in certain ETFs which can lead to a large difference between the bid-ask prices (increasing the cost to you when you buy or sell the ETF). A lack of liquidity can cause an ETF to trade at a large premium or discount to its net asset value. Additionally, an ETF may suspend issuing new shares and this could result in an adverse difference between the ETF’s publicly available share price and the actual value of its underlying investment holdings. At times when underlying holdings are traded less frequently, or not at all, an ETF’s returns also may diverge from the benchmark it is designed to track. Risks Relating to Exchange Traded Notes. Risks of investing in exchange traded notes (“ETNs”) include, among others, index or benchmark complexity, price volatility, market risk associated with the index or benchmark, uncertain principal repayment based on the issuing financial institution and potential illiquidity. Please ask your Financial Advisor for the ETN prospectus for a description of the specific index or benchmark to which its performance is linked as well as a description of the risks of investing in the ETN and any of the non-traditional or complex investment strategies that the ETN follows or seeks to replicate. Risks Relating to Investment in a Concentrated Number of Securities or to Investment in Only One Industry Sector (or in Only a Few Sectors). When strategies invest in a concentrated number of securities, a decline in the value of these securities would cause your overall account value to decline to a greater degree than that of a less concentrated portfolio. Strategies that invest a large percentage of assets in only one industry sector (or in only a few sectors) are more vulnerable to price fluctuation than strategies that diversify among a broad range of sectors. Industry concentration is a particular risk for MLP strategies, as many MLPs are issued by companies engaged in the energy and natural resources business. Risks Relating to Money Market Funds. An investment in a money market fund is neither insured nor guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. Risks Relating to Mutual Funds and ETFs that Primarily Invest in Master Limited Partnerships. In addition to the risks outlined above relating to Master Limited Partnerships, mutual funds and 6  investments. Because of While mutual funds and ETFs may at times utilize nontraditional investment options and strategies, they have different investment characteristics than unregistered privately offered alternative regulatory limitations, mutual funds and ETFs that seek alternative-like investment exposure must utilize a more limited spectrum of investments. As a result, investment returns and portfolio characteristics of alternative mutual funds and ETFs may materially vary from those of privately offered alternative investments pursuing similar investment objectives. They are also more likely to have relatively higher correlation with traditional market returns than privately offered alternative investments. ETFs that primarily invest in MLPs generally accrue deferred tax liability (“MLP Fund”). An investment in a MLP Fund does not offer the same beneficial partnership tax treatment as a direct investment in an MLP. The fund’s deferred tax liability (if any) is reflected each day in the fund’s net asset value (“NAV”). The deferred tax liability estimate could vary dramatically from the MLP Fund’s actual tax liability or benefit. Upon the sale of an MLP security, the MLP Fund may be liable for previously deferred taxes. As a result, the determination of the MLP Fund’s actual tax liability could result in increases or decreases in the MLP Fund’s NAV per share, which could be material. Additionally, the fund’s total annual operating expenses may be significantly higher than those of funds that do not primarily invest in Master Limited Partnerships. Please ask your Financial Advisor for the fund prospectus for additional information. MLP Fund Dividends and Distributions. A portion of distributions from MLP Funds to investors typically will consist of return of capital and not of current income for U.S. federal income tax purposes. The portion of any distribution treated as return of capital will not be subject to tax currently but will result in a corresponding reduction in the investor’s tax basis in the MLP Fund’s shares. Such a reduction in tax basis will result in larger taxable gains and/or lower tax losses on a subsequent sale of the MLP Fund Shares. Non-traditional investment options and strategies are often employed by a portfolio Manager to further a mutual fund’s or ETFs investment objective and to help offset market risks. However, these features are complex, making it more difficult to understand the mutual fund’s or ETF’s essential characteristics and risks, and how it will perform in different market environments and over various periods of time. They can also expose the mutual fund or ETF to increased volatility and in complex unanticipated risks particularly when used combinations and/or accompanied by the use of borrowing or “leverage”. Examples of non-traditional and complex investment options and strategies include the following. The below list is not exhaustive. MLP Fund Non-Diversification and Industry Concentration. MLP Funds are typically non-diversified. Therefore, MLP Funds can be more susceptible to losses due to adverse developments affecting any single issuer held in their portfolios. In addition, many MLP Funds’ investments are concentrated in the energy infrastructure industry with an emphasis on securities issued by publicly traded MLPs, which may increase volatility. Derivatives. A risk of a Strategy’s use of derivatives is that the fluctuations in their values may not correlate perfectly with the overall securities markets. Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligation. In addition, some derivatives are more sensitive to interest rate changes and market price fluctuations than other securities. The possible lack of a liquid secondary market for derivatives and the resulting inability of a fund to sell or otherwise close a derivatives position could expose the fund to losses and could make derivatives more difficult for the fund to value accurately. MLP Fund Liquidity. Certain MLP securities may trade less frequently than those of larger companies due to their smaller capitalizations. Additionally, it can be more difficult for MLP Funds to buy and sell significant amounts of such securities without an unfavorable impact on prevailing market prices. A MLP Fund’s investment in securities that are less actively traded over time experience decreased trading volume may restrict its ability to take advantage of other market opportunities or to dispose of securities at favorable prices. Contact your Financial Advisor for the fund prospectus for additional information. When a Manager invests in a derivative for speculative purposes, the Strategy will be fully exposed to the risks of loss of that derivative, which could sometimes be greater than the derivative’s cost. A Strategy could also suffer losses related to its derivative’s positions as a result of unanticipated market movements, which losses are potentially unlimited. Commonly used derivative instruments and techniques and the risks associated therewith, include: Futures Contracts. The prices of futures are affected by many factors, including changes in overall market movements, speculation, real or perceived inflationary trends, index volatility, changes in interest rates or currency exchange rates and political events. This can result in lower total returns, and the potential loss can exceed the initial investment. Options. Like futures, prices of options can be highly volatile, and they are impacted by many of the same factors. Using options can lower total returns. The potential loss of investing or trading in options, in general, is substantial, and the potential loss of investing or trading in uncovered call options is unlimited. Risks Relating to Mutual Funds and ETFs that Pursue Complex or Alternative Investment Strategies or Returns. These mutual funds and ETFs can employ non-traditional or complex investment strategies and/or derivatives (all of which are described in greater detail below) for both hedging and more speculative purposes such as short selling, leverage, derivatives, and options, which can increase volatility and the risk of investment loss. Certain of these funds are sometimes referred to as “liquid alternatives.” These funds often have higher costs and expenses, with certain of these funds charging fees that fluctuate with their performance. Please refer to the applicable mutual fund or ETF’s prospectus for additional information on expenses and descriptions of the specific non-traditional and complex strategies utilized by such fund. Alternative investment strategies are not appropriate for all investors. 7  amount of the potential loss is theoretically unlimited. Short sales are subject to other risks including the risk that the third party to the short sale may fail to honor its contract terms, causing a loss to the Strategy. An investor selling uncovered call options is in an extremely risky position and may incur large losses if the value of the underlying instrument increases above the exercise price. As with selling uncovered calls, the risk of selling uncovered put options is substantial. The seller of an uncovered put option bears a risk of loss if the value of the underlying instrument declines below the exercise price. Liquidity and Counterparty Risk. Certain investments may be difficult to purchase or sell due to thinly traded markets or other factors such as a relatively large position size. In addition, transactions occurring outside of exchange clearing houses increase the risk that the direct counterparties will not perform their obligations under the transaction and losses will be sustained. Illiquid securities can reduce the returns of the fund because it may be unable to sell the illiquid securities or unwind derivative positions at favorable prices. Returns can also be adversely impacted where the Strategy has an obligation to purchase illiquid securities. Moreover, less liquid securities are more susceptible than other securities to market value declines. Managers will have greater liquidity risks to the extent their principal investment strategies involve foreign (non-U.S.) securities, derivatives, or securities with substantial market and/or credit risk. Investing or trading in uncovered options is therefore appropriate only for the knowledgeable investor who understands the risks, has the financial capacity and willingness to incur potentially substantial losses, and has sufficient liquid assets to meet applicable margin requirements. In this regard, if the value of the underlying instrument moves against an uncovered option writer’s options position, the investor’s broker may request significant additional margin payments. If an investor does not make such margin payments, the broker may liquidate stock, options, or other positions in the investor’s accounts, with little or no prior notice in accordance with the investor’s margin agreement. For combination writing, where the investor sells both a put and a call on the same underlying instrument, the potential risk is unlimited. Options investing, like other forms of investing, involves tax considerations that can significantly affect the profit and loss of buying and selling options. Investors should consult with their own tax advisors. lead Before investing or trading in options, an investor should read and understand the Morgan Stanley Options New Account Form and Client Agreement (including the “Special Statement for Uncovered Option Writers” contained in that Agreement, and a current copy of the “Characteristics and Risks of Standardized Options” Disclosure Document, which are both available from a Morgan Stanley Financial Advisor or Private Wealth Advisor). to Over-The-Counter and Low-Priced Risks Relating Securities. Certain over-the-counter (“OTC”) and low-priced securities (“LPS”)(also referred to as penny stocks, expert market securities, or “pink sheet” stocks), have certain special characteristics and risks. For example, there may be lower liquidity in certain OTC and LPS securities, which can increase volatility and to price swings. Moreover, reliable information regarding issuers of certain OTC and LPS securities may not be available, making it less likely that quoted prices are based on full and complete information about the issuer. This lack of reliable information may also make certain OTC and LPS securities more susceptible to fraud and manipulation. In the event an issuer of an OTC or LPS security fails to report required information, such securities could become restricted to “expert” markets, which may prevent selling the security. If this happens, the value of security may be significantly negatively affected or eliminated entirely. Swaps. Most swap contracts are purchased over-the-counter (“OTC”). OTC swaps are generally subject to credit risk and/or the risk of default or non-performance by the counterparty. Swaps can result in losses if interest rate or foreign currency exchange rates or credit quality changes are not correctly anticipated by a counterparty or if the reference index, security, or investments do not perform as expected. Because OTC and LPS securities may be traded on different market systems and with different rules, they may be more susceptible to regulatory trading halts and other trading restrictions, whether imposed by MSWM, our affiliates, and/or applicable regulatory authorities; and such restrictions may be imposed without notice. Total Return Swaps (“TRS”) involve the risk that the party with whom the fund has entered into the swap will default on its obligation to pay the fund and the risk that the fund will not be able to meet its obligations to pay the other party to the agreement. The income tax treatment of such swap agreements is unsettled and can be subject to future legislation, regulation or administrative pronouncements issued by the IRS. Risks Relating to Differing Classes of Securities. Different classes of securities offer different rights to a securities holder as creditor if the issuer files for bankruptcy or reorganization. For example, bondholders’ rights generally are more favorable than shareholders’ rights in a bankruptcy or reorganization. Structured Investments. A Strategy that invests in structured investments bears the risks of the underlying investment as well as market risk and are subject to issuer or counterparty risk because the Strategy is relying on the creditworthiness of such issuer or counterparty and has no rights with respect to the issuer of the underlying investment. (See Risks Relating to Structured Investments) Risks Relating to Mutual Funds that Invest in Floating Rate Loans. Certain mutual funds invest in floating rate loans. Floating rate funds fluctuate in value and are subject to market risk. More information on the investment risks can be found below and in the fund’s prospectus. Credit/Default Risk. Floating loan rate values can fall if a Short Sales. Short sales are a form of investment leverage and the 8  company’s credit rating declines or it defaults on its loan repayment obligations. Since most floating rate loans are made to corporations with below-investment grade credit ratings, they are subject to a greater risk of default on interest and principal payments than higher-quality investments. there is no guarantee that one will develop. Payment of interest or dividends may be at the sole discretion of the issuer, including prior to the occurrence of any trigger event. In most cases, the issuer is under no obligation to accrue or pay skipped payments (i.e., payments may be noncumulative). Thus, the dividend or interest payments may be deferred or cancelled at the issuer’s discretion or upon the occurrence of certain events. The issuer may have the right to substitute or vary the terms of the securities in certain instances. The issuer may have the right, but not the obligation, to redeem all or part of the securities in its sole discretion upon the occurrence of certain events. Interest Rate Risk. For floating rate loans, interest rates and income are variable, and their prices are less sensitive to interest rate changes than fixed income bonds. However, in falling interest rate environments floating rate loans can underperform bonds since floating rate loans adjust to pay less income making them less desirable to investors than bonds that pay a fixed rate. to Structured Liquidity Risk. Floating rate loans are generally subject to restrictions on resale and may trade infrequently in the secondary market. Illiquid loans may reduce the returns of the fund because it may be unable to sell the loans at favorable prices. Moreover, less liquid holdings are more susceptible than other securities to market value declines. Fluctuation of NAV. Because the prices of floating-rate loans can change, the share price of mutual funds that invest in the loans will fluctuate with market conditions. Risks Relating Investments. Structured investments typically combine a debt security or certificate of deposit (CD) with exposure to other underlying asset classes (such as equities, commodities, currencies, or interest rates) to create a way for investors to express a market view (bullish, bearish, or market neutral), complement an investment objective (for example, capital appreciation, income, aggressive income, or speculation), hedge an existing position or gain exposure to a variety of underlying asset classes. A structured note is typically a debt security issued by a financial institution; its return is linked to the performance of an underlying asset or assets, such as equity indexes, a single equity, a basket of equities, interest rates, commodities or foreign currencies. Structured notes comprise both a debt component and a performance-based derivative component linked to the underlying asset class(es). Risks Relating to Variable Rate Demand Notes (VRDNs). VRDNs are subject to a variety of risks, including but not limited to: (1) Renewal Risk: The risk of the inability to obtain an appropriate liquidity bank facility at an acceptable price to replace a facility upon termination or expiration of the contract period; (2) Liquidity Risk: The risk that in the event of a failed remarketing, the bank that has agreed to provide the letter of credit fails to honor its obligation to support the VRDNs; and (3) Default Risk: VRDNs typically are not secured by the assets of the issuer or the bank but are subject to the letter of credit provider honoring its obligations. However, repayment of principal and payment of interest ultimately is dependent upon the issuer. For other risks relating to the particular Strategy you hold in your account, please see your investment Manager’s ADV Brochure. Investing in structured investments is typically more expensive than other investment options offered in your account. In addition to the applicable fees described under “Fees” below, the original issue price of the structured investment includes costs associated with issuing, structuring, and hedging the securities, which are borne by you. In addition, with respect to the debt component of the structured investment, the rate the issuer of a structured investment is willing to pay is likely to be lower than the rate implied by its secondary market credit spreads. The inclusion of such costs in the original issue price and the 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 on the pricing date that is less than the original issue price. Certain investment strategies offered by Managers may contain structured investments that are affiliated with MSWM. MSWM and our affiliates will receive more aggregate compensation when your account is invested in an affiliated Investment Product. Thus, MSWM and your Financial Advisor have a conflict of interest when recommending affiliated Investment Products. Please see Item 6B, Other Conflicts, Affiliated Investment Products. Structured investments are complex and involve risks not associated with an investment in ordinary debt securities. Structured investments have a wide variety of structures and may be linked to a wide variety of underliers, each of which will have its own unique set of risks and considerations. For example, some underliers are highly volatile and have a significantly higher probability of steep losses or may be more complex than others. All payouts will depend on the structure and will also be contingent on the performance of the underlier. The terms may limit the maximum payment at maturity or the extent to which the return reflects the performance of the underlier. Depending Risks Relating to Continent Convertible Bonds (“CoCos”). CoCos are issued primarily by non-U.S. financial companies and have complex features and unique risk considerations that differentiate them from traditional convertible, preferred or debt securities. Depending upon the terms of the particular issue, upon the occurrence of certain triggering events the securities can be mandatorily converted into common equity of the issuer (at either a predetermined fixed rate or variable rate), or the principal of the securities can be temporarily or permanently written down. As a result, investors may lose all or part of their principal investment. The triggering events will be described in the offering documents for each particular issue. However, they generally include the issuer failing to maintain a minimum capital ratio—a subjective determination by a regulator—that triggers the conversion or the write-down; and/or there can be other circumstances adverse to the issuer. In addition, market value will be affected by many unpredictable factors, including but not limited to the market value of the issuer’s common equity, the issuer’s creditworthiness and capital ratios, any indication that the securities are trending toward a trigger event, supply and demand for the securities, and events that affect the issuer or the financial markets generally. There may be no active secondary market for the securities, and 9  nor make any guarantee that tax harvesting will be successful. You will consult with your own tax advisor regarding tax harvesting or any other tax issues. on the terms, a structured investment may result in a loss of some or all of your principal. Even if you receive the principal amount at maturity, the return on your investment may be less than the amount that would be paid on an ordinary debt security. Unlike ordinary debt securities, structured investments usually do not pay interest. For structured investments that do pay interest, any payment of interest is typically dependent on the performance of the underlier and, as a result, you may receive no interest for the entire term of the investment. Such tax harvesting may entail decisions which deviate from a Manager’s overall investment Strategy. As a result: (i) the account may not receive the benefits, including gains and avoided losses, of certain recommended purchases and sales of securities; and (ii) the account’s composition and performance may vary significantly from that of client accounts for which similar tax harvesting services have not been selected. Investing in a structured investment is not equivalent to investing in the underlier or its components All payments on structured investments are dependent on the issuer’s (and the guarantor’s, if applicable) ability to pay all amounts due. Other Tax and Legal Considerations. In the programs described in this Brochure, replacing a Manager may result in sales of securities and subject you to additional income tax obligations. Consult your independent tax or legal advisor with respect to the services described in this Brochure, as MSWM and its affiliates do not provide tax or legal advice. There may be little or no secondary market for a particular structured investment. Generally, the prices, 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 secondary market credit spreads and the bid-offer spread that any dealer would charge, as well as other factors. The secondary market price may be influenced by a variety of unpredictable factors, including but not limited to: (i) changes in the value of the underlier, (ii) volatility of the underlier, (iii) the dividend rate on the underlier, if any, (iv) changes in interest rates, (v) any actual or anticipated changes in the issuer’s (and the guarantor’s, if applicable) credit ratings or credit spreads and (vi) the time remaining to maturity. Generally, the longer the time remaining to maturity, the more the market price will be affected by these factors. Some Managers may include Master Limited Partnerships (MLPs) in their portfolios. Investment in MLPs entails different risks, including tax risks, than is the case for other types of investments. Investors in MLPs hold “units” of the MLP (as opposed to a share of corporate stock) and are technically partners in the MLP. Holders of MLP units are also exposed to the risk that they will be required to repay amounts to the MLP that are wrongfully distributed to them. Almost all MLPs have chosen to qualify for partnership tax treatment. Partnerships do not pay U.S. federal income tax at the partnership level. Rather, each partner of a partnership, in computing its U.S. federal income tax liability, must include its allocable share of the partnership’s income, gains, losses, deductions, expenses and credits. A change in current tax law, or a change in the business of a given MLP, could result in an MLP being treated as a corporation for U.S. federal income tax purposes, which would result in such MLP being required to pay U.S. federal income tax on its taxable income. The classification of an MLP as a corporation for U.S. federal income tax purposes would have the effect of reducing the amount of cash available for distribution by the MLP and could cause any such distributions received by the investor to be taxed as dividend income. If you have any questions about the tax aspects of investing in an MLP, please discuss with your tax advisor. The issuer of a structured investment and its affiliates may play a variety of roles in connection with the structured investment, including acting as calculation agent, hedging the issuer’s obligations under the structured investment, and publishing research reports with respect to movements in the underlier. Certain determinations made by such affiliates may require them to exercise discretion and make subjective judgments and may cause the economic interests of the issuer to diverge from your economic interests. In acting in any of these capacities, the issuer and its affiliates are not obliged to take your interests into account. You should consult with your investment, legal, tax, accounting, and other advisers in connection with any investment. For more information on the common risks and conflicts of interest related to Structured Investments, log in to Morgan Stanley Online and go to www.morganstanley.com/structuredproductsrisksandconflicts. Investors in MLP portfolios will receive a Schedule K-1 for each MLP in the portfolio, so they will likely receive numerous Schedule K-1s. Investors will need to file each Schedule K-1 with their federal tax return. Also, investors in MLP portfolios may be required to file state income tax returns in states where the MLPs in the portfolio operate. Since some Schedule K-1s may not be provided until after the due date for the federal or state tax return, investors in MLP portfolios may need to obtain an extension for filing their federal or state tax returns. Please discuss with your tax advisor how an investment in MLPs will affect your tax return. Tax laws impacting MLPs may change, and this could impact any tax benefits that may be available through investment in an MLP portfolio. Tax and Legal Considerations Tax Harvesting. Certain Managers may be able to accommodate tax harvesting at a client’s election. For the reasons outlined below, where an otherwise tax-exempt account (such as a Retirement Account, charitable organization, or other tax exempt or deferred account) is invested in a pass- through entity (such as an MLP), the income from such entity may be subject to taxation, and additional tax filings may be required. There is no guarantee that harvesting requests received late in a calendar year will be completed before year-end or that harvesting will achieve any particular tax result. Tax harvesting may adversely impact investment performance. Neither MSWM, your Manager nor any MSWM affiliate provide any tax advice 10  Further, the tax advantages associated with these investments are generally not realized when held in a tax-deferred or tax-exempt account. Please consult your own tax advisor and consider any potential tax liability that may result from such an investment in an otherwise tax-exempt account. Identification Number (“EIN”) because the plan (and not the plan owner or fiduciary) owes the tax. State and local income taxes may also apply. Accordingly, Retirement Accounts (and their fiduciaries) should consult their tax and legal advisors regarding the federal, state, and local income tax implications of their investments. Similar rules apply to other tax-exempt organizations (e.g., charitable and religious organizations), except that certain differences may apply. For instance, the UBTI of most other tax- exempt organizations is taxable at corporate rates, unless the organization is one that would be taxed as a trust if it were not tax- exempt in which case its UBTI is taxable at trust rates. Also, the passive activity loss limitation rules do not apply to all tax-exempt organizations. Tax-exempt investors should consult their tax and legal advisors regarding the federal, state, and local income tax implications of their investments. Principal Trading and Related Fees We will not effect transactions between your accounts and our own accounts (which is referred to as “principal trading”) without your informed consent, except as permitted by applicable law, rule, or regulation. Earnings generated inside most qualified retirement plans, including defined benefit pension plans, defined contribution plans and individual retirement accounts, are generally exempt from federal income taxes; however, certain investments made by Retirement Accounts may generate taxable income referred to as “unrelated business taxable income” (“UBTI”) that is subject to taxation at trust rates. Generally, passive types of income (when not financed with debt) such as dividends, interest, annuities, royalties, most rents from real property, and gains from the sale, exchange, or other disposition of property (other than inventory or property held for sale in the ordinary course of a trade or business) do not generate UBTI. Active income associated with operating a trade or business, however, may constitute UBTI to an otherwise tax-exempt investor such as a Retirement Account. In addition, UBTI may also be received as part of an investor’s allocable share of active income generated by a pass-through entity, such as partnerships (including limited partnerships and MLPs), certain trusts, subchapter S corporations, and limited liability companies that are treated as disregarded entities, partnerships, or subchapter S corporations for federal income tax purposes. If more than $1,000 of unrelated trade or business gross income is generated in a tax year, the Retirement Account’s custodian, or fiduciary (on behalf of the Retirement Account) must file an Exempt Organization Business Income Tax Return, Form 990-T. With respect to an individual investing through an IRA, in calculating the threshold amount and the Retirement Account’s UBTI for the year, each IRA is generally treated as a separate taxpayer, even if the same individual is the holder of multiple IRAs. Proxies and Related Materials For the programs described in this Brochure you may (i) authorize the Manager to receive the proxy-related materials, annual reports, and other issuer-related materials for securities in the account and (ii) delegate to the Manager the proxy voting rights for these securities (and, thereby, authorize the Manager to further delegate these proxy voting rights to, or otherwise use services provided by, a third-party proxy voting or advisory service). If you do so and you are a Retirement Account subject to the provisions of ERISA, you hereby designate the Manager as a “named fiduciary” (within the meaning of ERISA) with the authority to appoint and delegate a third-party proxy voting service satisfactory to the Manager as “investment Manager” (within the meaning of ERISA) for the limited purpose of voting proxies with respect to issuers of securities held in the account. Notwithstanding the above, you are responsible for taking action on any legal actions or administrative proceedings, including class actions and bankruptcies, affecting securities in your account and we will forward you related materials we receive. You can revoke your authorization and delegation later by giving us written notice in accordance with your Account Agreement. Alternatively, you may expressly reserve the right for you (or another person you specify to us, not including MSWM) to receive the issuer-related materials and exercise the proxy voting rights for securities in your account. The passive activity loss limitation rules also apply for purposes of calculating a Retirement Account’s UBTI, potentially limiting the amount of losses that can be used to offset the Retirement Account’s income from an unrelated trade or business each year. It should be noted that these rules are applied to publicly traded partnerships, such as MLPs, on an entity-by-entity basis, meaning that the passive activity losses generated by one MLP generally can only be used to offset the passive activity income (including unrelated traded or business income) from the same MLP. The passive activity losses generated by one MLP generally cannot be used to offset income from another MLP (or any other source). The disallowed losses are suspended and carried forwarded to be used in future years to offset income generated by that same MLP. However, once the Retirement Account disposes of its entire interest in the MLP to an unrelated party, the suspended losses can generally be used to offset any unrelated trade or business income generated inside the Retirement Account (including recapture income generated on the sale of the MLP interest, as well as income generated by other MLPs). Please note that MSWM does not accept proxy voting authority in the Programs listed in this Brochure or provide advice or take action with respect to legal proceedings (including bankruptcies) relating to the securities in your account, except to the extent required by law. Custody Where MSWM acts as custodian. Unless you instruct us otherwise, MSWM will maintain custody of all cash, securities and other assets in the account and the section titled “Cash Sweep” in Item 4.C below will apply to you. MSWM will liquidate any fractional share positions of equity securities, In calculating the tax, trust tax rates are applied to the Retirement Account’s UBTI (i.e., unrelated trade or business gross income less any applicable deductions, including the $1,000 specific deduction). In addition to the passive loss limitation rules noted above, other limitations may apply to the Retirement Account’s potential tax deductions. In order to file Form 990-T, the to obtain an Employer Retirement Account is required 11  closed-end funds or ETFs created in your account. The provisions of the Single Advisory Contract regarding MSWM converting shares of open-end mutual funds in a client’s account to an advisory share class will apply to your account. MSWM does not assume any responsibility for the accuracy of any reports or other information furnished or made available by you, the External Custodian or any other person or entity (including access to online systems). The External Custodian will be liable to you pursuant to the terms of the custodian agreement and any other agreement that relates to the External Custodian’s services to you. MSWM will not be liable for (i) any failure on your part to fulfill any of your obligations under your Account Agreement, including any misrepresentation or omission with respect to arrangements you must make with, and information and instructions you must provide to, the External Custodian; (ii) any failure of the External Custodian to follow your or our instructions, including with respect to fee payments, any delivery or receipt securities or payment for securities required; and (iii) any failure of the External Custodian to fulfill its obligations, including timely provision of any information that the External Custodian is required to provide to us. Where MSWM does not act as custodian. You have the option to retain a custodian other than MSWM. Your designated outside custodian (“ External Custodian”) will maintain custody of the cash, securities, and other investments in your account and will receive and credit to your account all interest, dividends, and other distributions received on the assets in the account. Since your assets are not held in custody at MSWM, they will not be included under MSWM’s Securities Investor Protection Corporation (“SIPC”) coverage. The rights and authority of MSWM with respect to such assets, including as to transfers of assets held with the External Custodian, will be limited to those set forth in the Account Agreement, regardless of any separate agreements or arrangements you may have or enter into with your External Custodian. MSWM disclaims any broader rights that may be contained in your separate agreement with your External Custodian. Deduction of Fees. You agree to authorize and instruct your External Custodian in writing to deduct the MSWM Fee, as defined below, from your account, either monthly or quarterly, upon receipt of an invoice from us (if applicable). See the section titled “Fees” below for details. Your External Custodian will advise you of your cash sweep options and the section titled “Cash Sweeps” in Item 4.C below will not apply to you. By signing the your Account Agreements, you have also acknowledged to us that (i) you are authorized to retain the External Custodian; (ii) you have instructed and authorized your External Custodian in writing to receive and follow instructions from us with respect to the purchase and sale of securities in your account and the payment of the MSWM Fee, (iii) that you have authorized and instructed the External Custodian to provide us promptly with any information regarding the account that we require to perform our obligations, including pricing information for the securities in the account, and (iv) you have arranged with the custodian to provide you and us with account statements at least quarterly, identifying the amount of funds and of each security in the account at the end of the reporting period and setting forth all transactions in the account during that period. In general, in computing the MSWM Fee (as defined in Item 4.A Fees), we shall rely on information received from your External Custodian with respect to the value of assets in the account. If any information to be provided by the External Custodian is unavailable or believed to be unreliable, we will value assets in a manner we determine in good faith to reflect fair market value. Liquidations and share class conversions. MSWM will not liquidate any fractional share positions of equity securities, closed-end funds or ETFs created in your account. Termination. Upon termination of your Account Agreement with MSWM, you will instruct the Designated Custodian with respect to the securities and funds held in your account. If you instruct the Designated Custodian or Manager to liquidate any securities in the account, you may be subject to taxation on all or part of the proceeds of such liquidation. You understand that, upon termination, it is your responsibility to monitor the assets held in your account and that we will no longer have any further obligation to act or give advice with respect to those assets. Account Statements. You should arrange with your External Custodian to provide you and us with account statements at least monthly, identifying the amount of funds and of each security in your account at the end of the reporting period and setting forth all transactions in your account during that period. You or your designee must notify MSWM promptly of any other changes in the account. For trades executed through MSWM, we will provide you with copies of individual confirmations of transactions. We may also provide additional periodic reports. Fees You shall pay an asset-based fee to MSWM (“MSWM Fee”), which covers MSWM’s investment advisory services, custody of securities, trade execution with or through MSWM, reporting as well as compensation to any Financial Advisor. This is a wrap fee. The maximum annual asset-based MSWM Fee is 2.0%. However, the Manager fees are separate from and in addition to the MSWM Fee. Each Manager charges you a separate fee for its services. We do not pay the Manager any part of the fee or other compensation you pay to us. Where a CES Manager uses a Strategy that employs uncovered options, there will be a different fee arrangement between the client and MSWM. Alternatively, in some cases, CES clients may negotiate an annual fixed dollar amount, paid quarterly. Please contact your Financial Advisor for details. MSWM shall have no responsibility or liability with respect to the transmittal or safekeeping of such cash, securities, or other asset of the account, or the acts or omissions of the External Custodian or others with respect thereto. You will direct the External Custodian to furnish to MSWM from time to time such reports concerning assets, receipts, and disbursements with respect to the account as MSWM shall reasonably request. You may designate a replacement custodian upon written notice to us. See Item 4.C, Additional Fees - Funds in Advisory Programs – Affiliated Funds for more information regarding fee adjustments for Retirement Accounts holding affiliated funds. 12  monthly in advance based on the account’s market value on the last business day of the previous billing month and is due promptly. You may terminate participation in the programs described in this Brochure at any time by giving oral or written notice to MSWM. If participation in any of the programs described in this Brochure is terminated, any advisory fees paid in advance will be refunded on a pro-rata basis. MSWM will retain the portion thereof constituting the MSWM Fee and pay the remaining portion to the Managers, to cover their respective fees. Additions and Withdrawals; Refund on Account Termination. You may make additions into the account at any time, subject to our right to terminate the account. Additions may be in cash, mutual funds, ETFs, stocks, or bonds, provided that we reserve the right to decline to accept particular securities into the account or impose a waiting period before certain securities may be deposited. We may accept other types of securities for deposit at our discretion. You understand that if mutual funds or ETFs are transferred or journaled into the account, you will not recover the front-end sales charges previously paid and/or may be subject to a contingent deferred sales charge or a redemption or other fee based on the length of time that you have held those securities. We may require you to provide up to six (6) business days prior oral or written notice to your Financial Advisor of withdrawal of assets from the account, subject to the usual and customary securities settlement procedures. No MSWM Fee adjustment will be made during any billing period for withdrawals or deposits, nor will an adjustment be made during any billing period for appreciation or depreciation in the value of Account assets during that period. Breakpoints. Fee rates may be expressed as a fixed rate applying to all assets in the account, or as a schedule of rates applying to different asset levels, or “breakpoints.” When the fee is expressed as a schedule of rates corresponding to different breakpoints, discounts, if any, are negotiated separately for each breakpoint. As the value of account assets reaches the various breakpoints, the incremental assets above each threshold are charged the applicable rates. The effective fee rate for the account as a whole is then a weighted average of the scheduled rates and may change when the asset levels in the account change. Valuation of Account Assets. In computing the value of assets in the account, securities (other than mutual funds or ETFs) traded on any national securities exchange or national market system shall be valued as of the valuation date at the closing price and/or mean bid and ask prices of the last recorded transaction on the principal market on which they are traded. Account assets invested in funds registered as open-end mutual funds will be valued based on the fund’s net asset value calculated as of the close of business on the valuation date, per the terms of the applicable fund prospectus. We will value any other securities or investments in the account in a manner we determine in good faith to reflect fair market value. Any such valuation should not be considered a guarantee of any kind whatsoever with respect to the value of the assets in the account. Accounts Related for Billing Purposes. When two or more investment advisory accounts are related together for billing purposes (“Billing Relationship”), you can benefit from existing breakpoints. For example, if you have two accounts in the Billing Relationship, the fees on Account #1 are calculated by applying your total assets (i.e., ajussets in Account #1 + assets in Account #2) to the Account #1 breakpoints. Because this amount is greater than the amount of assets solely in Account #1, you may have a greater proportion of assets subject to lower fee rates, which in turn lowers the average fee rate for Account #1. This average fee rate is then multiplied by the actual amount of assets in Account #1 to determine the dollar fee for Account #1. Likewise, the total assets are applied to the Account #2 breakpoints to determine the average fee rate for Account #2, which is then multiplied by the actual amount of assets in Account #2 to determine the dollar fee for Account #2. In valuing assets, we use information provided by recognized independent quotation and valuation services. We believe this information to be reliable but do not verify the accuracy of the information provided by these services. If any information provided by these services is unavailable or is believed to be unreliable, we will value assets in a manner we determine in good faith to reflect fair market value. In addition, for certain securities, including collateralized loan obligations, we may rely upon our affiliate, MS&Co. to provide a valuation. Only certain accounts can be included in a Billing Relationship, based on applicable rules and regulations and MSWM’s policies and procedures. Even where accounts are eligible to be related under these policies and procedures, they will only be included in a Billing Relationship if this is specifically agreed between you and your Financial Advisor. For more information about which of your accounts are grouped in a particular Billing Relationship, please contact your Financial Advisor. Changes to Fees. You agree and acknowledge that MSWM reserves the right to change the MSWM Fee that you have agreed to with your Financial Advisor upon notice to you. Fees are Negotiable. The MSWM Fee is negotiable based on factors such as the type and size of the account and the range of services we provide. The MSWM Fee for your account may be (i) higher or lower than the fees that we would charge the account if you had purchased the services covered by the MSWM Fee separately; (ii) higher or lower than the fees that we charge other clients, depending on, among other things, the extent of services provided to those clients and the cost of such services; and (iii) higher or lower than the cost of similar services offered through other financial firms. to the requirements of ERISA in assessing ERISA Fee Disclosure for Qualified Retirement Accounts. In accordance with Department of Labor regulations under Section 408(b)(2) of ERISA, MSWM is required to provide certain information regarding our services and compensation to assist fiduciaries and plan sponsors of those retirement plans that are subject the reasonableness of their plan’s contracts or arrangements with us, This including the reasonableness of our compensation. information (the services we provide as well as the fees) is provided to you at the outset of your relationship with us and is set forth in this Brochure and in the Account Agreement with us (including the fee table and other exhibits), and then at least annually to the extent that there are changes to any investment- When Fees are Payable. Generally, the initial MSWM Fee is due in full on the date you open your account at MSWM and is based on the market value of assets in the account on or about that date. The initial MSWM Fee payment generally covers the period from the opening date through (at your or your Financial Advisor’s election) the last day of the applicable billing period and is prorated accordingly. Thereafter, the MSWM Fee is paid 13  • related disclosures for services provided as a fiduciary under ERISA. Other. A portion of the MSWM Fee will be paid to your Financial Advisor. See “Compensation to Financial Advisors” in Item 4.D below for more information. fees or other charges that you may incur in instances where a transaction is effected through a third-party broker-dealer and not through us or our affiliates. Such fees or other charges will be included in the price of the security and not reflected as a separate charge on your trade confirmations or account statements; • MSWM account establishment or maintenance fees for IRAs and Versatile Investment Plans (“VIP”), which are described in the respective IRA and VIP account and fee documentation (which may change from time to time); account closing/transfer costs; • processing fees; • • any pass-through or other fees associated with investments in American Depositary Receipts (ADRs); and/or • (including, among other transfer foreign custody certain other costs or charges that may be imposed by third parties things, odd-lot fees, taxes, differentials, exchange fees, supplemental transaction fees, regulatory fees and other fees or taxes that may be imposed pursuant to law). B. Comparing Costs Program fees vary across different programs. You may be able to obtain similar services separately for a lower fee from MSWM or elsewhere. Several factors determine whether it would cost more or less to participate in a program rather than to purchase the services separately (including the size of your account, the types of investments, whether the investments involve costs in addition to the program fee, and the amount of trading in the account). In addition, you could be able to obtain certain services or gain access to particular securities for a lower fee in one program as opposed to another. Purchases of mutual funds in your advisory account will be made in the advisory share class (if available), which generally has a lower cost than mutual fund share classes available in brokerage accounts. However, in an advisory account, in exchange for the advisory service you receive, you will pay an asset-based fee which you would not pay in a brokerage account. Therefore, the total fees you incur on your mutual fund investments in an advisory account may be higher or lower than the costs you incur if such mutual fund investment is held in one of the available share classes in a brokerage account. For more information about advisory share classes, please refer to the paragraph below titled “Mutual Fund Share Classes”.You should consider these and other differences when deciding whether to invest in an investment advisory or a brokerage account and, if applicable, which advisory programs best suit your individual needs. For more information about the differences between brokerage and advisory accounts, please refer to our Form CRS (Client Relationship Summary) at www.morganstanley.com/adv as well as the document entitled “Understanding your Brokerage and Investment Advisory Relationships” which is available at: http- relationshipwithms/pdfs/understandingyourrelationship.pdf. Funds in Advisory Programs Investing in strategies that invest in mutual funds, closed-end funds and ETFs (collectively referred to as “Funds”) is more expensive than other investment options offered in your advisory account. In addition to our MSWM Fee and your Manager’s advisory fee, you pay the fees and expenses of the Funds in which your account is invested. Fund fees and expenses are charged directly to the pool of assets the Fund invests in and are reflected in each Fund’s net asset value. These fees and expenses are an additional cost to you that is imbedded in the price of the Fund and, therefore, are not included in the MSWM Fee or reflected in your account statements. Each Fund’s expense ratio (the total amount of fees and expenses charged by the Fund) is stated in its prospectus. The expense ratio generally reflects the costs incurred by shareholders during the Fund’s most recent fiscal reporting period. Current and future expenses may differ from those stated in the prospectus. C. Additional Fees The MSWM Fee does not cover: You do not pay any sales charges for purchases of Funds in your advisory account. However, some mutual funds may charge, and not waive, a redemption fee on certain transaction activity in accordance with the policies described in the applicable prospectus. • the costs of investment management fees and other expenses charged by mutual funds and ETFs (see below for more details); • MSWM shall not be responsible for any misstatement or omission, or for any loss attributable to such misstatement or omission, contained in any Fund prospectus, fact sheet or any other disclosure document provided to us for distribution to clients. In addition to the MSWM Fee, MSWM also receives the following fees and payments in connection with your investment in a Fund: “mark-ups,” “mark-downs,” and dealer spreads, if any, (A) that MSWM or its affiliates, including MS&Co., receive when acting as principal in certain transactions where permitted by law, rule, or regulation or (B) that other broker- dealers receive when acting as principal in certain transactions effected through MSWM and/or its affiliates acting as agent, which is typically the case for dealer market transactions (e.g., fixed income, over-the- counter equity, and foreign exchange (“FX”) conversions in connection with purchases or sales of FX-denominated securities and with payments of principal and interest dividends on such securities); • Underwriting, investment banking, and other fees where MS&Co. is a member of an underwriting syndicate Expense Payments and Fees for Data Analytics. MSWM provides Fund families with opportunities to sponsor meetings and conferences and grants them access to our branch offices and Financial Advisors for educational, marketing, and other promotional efforts. Some Fund representatives work closely with our branch offices and Financial Advisors to develop business strategies and support promotional events for clients and 14  the Funds by, for example, increasing fees or curtailing services, particularly in times of market stress. Morgan Stanley prohibits linking the determination of the amount of brokerage commissions and/or fees charged to a Fund to the aggregate values of our overall Fund-share sales, client holdings of the Fund or to offset the revenue-sharing, administrative service fees, expense reimbursement and data analytics fees described above. Financial Advisors and their Branch Managers receive no additional compensation as a result of these payments received by Morgan Stanley. prospective clients, and educational activities. Some Fund families or their affiliates reimburse MSWM for certain expenses incurred in connection with these promotional efforts, client seminars, and/or training programs. Fund families independently decide if and what they will spend on these activities, with some Fund families agreeing to make substantial annual dollar amount expense reimbursement commitments. 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. For more information regarding the payments MSWM receives from Fund families, please refer to the brochures titled “Mutual Fund Features, Share Classes and Compensation” and “ETF Revenue Sharing, Expense Payments and Data Analytics” (together, the “Mutual Fund and ETF Brochures”), which can be found at https://www.morganstanley.com/disclosures. The Mutual Fund and ETF Brochures are also available from your Financial Advisor on request. Fund family representatives are allowed to occasionally give nominal gifts to Financial Advisors, and to occasionally entertain Financial Advisors (subject to an aggregate entertainment limit of $1,000 per employee per Fund family per year). MSWM’s non- cash compensation policies set conditions for each of these types of payments, and do not permit any gifts or entertainment conditioned on achieving any sales target. receive additional compensation for In addition, we generally seek to be reimbursed for the associated operational and/or technology costs of adding an/or maintaining Funds on our platform. These flat fees are paid by Fund sponsors or other affiliates (and not the Funds). Financial Advisors and their Branch Managers do not receive compensation for recommending Funds that have reimbursed Morgan Stanley for our costs.Affiliated Funds. Certain Funds are sponsored or managed by, or receive other services from, MSWM and its affiliates, which include, but are not limited to, Morgan Stanley Investment Management, Eaton Vance, Boston Management and Research, Calvert Research and Management, Atlanta Capital Management Company and Parametric Portfolio Associates. MSWM or the affiliated sponsor (or other service provider) receives investment management fees and/or other fees from these Funds. Unless otherwise noted, MSWM or its affiliates retain these various fees which are not rebated to you. Therefore, MSWM has a conflict of interest in that it has an incentive to recommend MSWM proprietary and/or affiliated Funds. In order to mitigate this conflict, Financial Advisors do recommending not proprietary and/or affiliated funds. Additionally, affiliated Funds and sponsors are subject to the same economic arrangements with MSWM as those that MSWM has with third-party Funds. MSWM also provides Fund families with the opportunity to purchase data analytics regarding Fund sales. The amount of the fee depends on the level of data. We also offer sponsors of passively-managed ETFs a separate transactional data fee. Additional fees apply for those Fund families that elect to purchase supplemental data analytics regarding other financial product sales at MSWM. For more information regarding these payments, as well as others, please refer to the Mutual Fund and ETF Brochures described above. To the extent that such affiliated Funds are offered to and purchased by Retirement Accounts, the MSWM Fee on any such Retirement Account will be reduced or adjusted by the amount of the Fund’s management fee, shareholder servicing fee and distribution fee that we, or our affiliates, may receive in connection with such Retirement Account’s investment in such affiliated fund. If your account is a Retirement Account invested in an investment strategy managed by an affiliate, including but not limited to Morgan Stanley Investment Management and Eaton Vance and its investment affiliates, MSWM shall offset or adjust any advisory fee such affiliated Manager receives or a portion of the MSWM Fee will be waived. Conflicts of Interest regarding the Above-Described Expense Payments and Fees for Data Analytics. The above-described payments and fees are retained by MSWM and not refunded to you. Therefore, these payments and fees present a conflict of interest for MSWM and our Financial Advisors as they are an incentive for us to promote and recommend those Funds from sponsors that make these payments rather than other eligible investments that do not make these or similar payments. This in turn could lead Morgan Stanley and/or our Financial Advisors to focus on those Fund families that provide significant sales expense payments and/or purchase data analytics. In order to mitigate these conflicts, Financial Advisors do not receive additional compensation as a result of the data analytics fees received by Morgan Stanley. Mutual Fund Share Classes. Mutual funds typically offer different ways to buy fund shares. Some mutual funds offer only one share class while most funds offer multiple share classes. Each share class represents an investment in the same mutual fund portfolio but assesses different fees and expenses. Many mutual funds have developed specialized share classes designed for advisory programs (“Advisory Share Classes”). In general, Advisory Share Classes are not subject to either sales loads or ongoing marketing, distribution and/or service fees (often referred to as “12b-1 fees”), although some will assess fees for record keeping and related administrative services, as disclosed in the applicable prospectus. Other Compensation Morgan Stanley or its affiliates receive, from certain Funds, compensation in the form of commissions and other fees for providing traditional brokerage services, including related research and advisory support, and for purchases and sales of securities in Fund portfolios. We and/or our affiliates also receive other compensation for certain Funds for financial services performed for the benefit of such Funds, including but not limited to providing stand-by liquidity facilities. Providing these services may give rise to a conflict of interest for Morgan Stanley or its affiliates to place their interests ahead of those of 15  typically utilizes Advisory Share Classes Funds are managed by MSIM or another MSWM affiliate. Pathway Funds are not included as an investment in the Cash Sweep. It is important to note that free credit balances and allocations to cash, including assets invested in sweep vehicle investments, are included in the calculation of the fee for your account, as described above. MSWM that compensate MSWM for providing such recordkeeping and related administrative services to its advisory clients. If you wish to purchase other types of Advisory Share Classes, such as those that do not compensate intermediaries for record keeping and administrative services, which generally carry lower overall costs and would thereby increase your investment return, you will need to do so directly with the mutual fund or through an account at another financial intermediary. If your account is a Retirement Account, you should read Exhibit B to this Brochure, entitled “Affiliated Money Market Funds Fee Disclosure Statement and Float Disclosure Statement”. Please note, we may offer non-Advisory Share Classes of mutual funds (i.e., those that are subject to 12b-1 fees) if, for example, a fund does not offer an Advisory Share Class that is equivalent to those offered here. In such instance, MSWM will rebate directly to the client holding such funds any such 12b-1 fees that we receive. Once we make an Advisory Share Class available for a particular mutual fund, you can only purchase the Advisory Share Class of that fund in an advisory account. MSWM, acting as your custodian, will effect sweep transactions only to the extent permitted by law and if you meet the eligibility criteria. Under certain circumstances (as described in the Bank Deposit Program Disclosure) eligible deposits in BDP may be sent to non-affiliated Program Banks (; this additional feature may provide enhanced FDIC coverage to you as well as funding value benefits to the Morgan Stanley Sweep Banks. For eligibility criteria applicable to this additional feature and BDP generally, please refer to the Bank Deposit Program Disclosure Statement which is available at: http://www.morganstanley.com/wealth- investmentstrategies/pdf/BDP_disclosure.pdf If you hold non-Advisory Share Classes of mutual funds in your advisory account or seek to transfer non-Advisory Share Classes of mutual funds into your advisory account, MSWM (without notice to you) will generally convert those shares to Advisory Share Classes to the extent they are available. This will typically result in your shares being converted into a share class that has a lower expense ratio, although exceptions are possible. Subject to limited exceptions, any fees that you pay while holding non- Advisory Share Classes (e.g., sales loads, 12b-1 fees, etc.) will not be offset, rebated or refunded to you when your non-Advisory Share Class is converted into an Advisory Share Class. Conflicts of Interest Regarding Sweep Investments On termination of your advisory account for any reason, or the transfer of mutual fund shares out of your advisory account into a brokerage account at MSWM, we will convert any Advisory Share Classes of funds into a share class that is available in non- advisory accounts or we may redeem these fund shares altogether. Non-Advisory Share Classes generally have higher operating expenses than the corresponding Advisory Share Class, which will increase the cost of investing and negatively impact investment performance. For a taxable account, there will be tax consequences associated with a redemption. For more information, please refer to the Mutual Fund and ETF Brochures described above. Cash Sweeps If BDP is your sweep, you should be aware that the Morgan Stanley Sweep Banks, which are affiliates of MSWM, will pay MSWM an annual account-based flat fee for the services performed by MSWM with respect to BDP. MSWM and the Morgan Stanley Sweep Banks will review such fee annually and, if applicable, mutually agree upon any changes to the fee to reflect any changes in costs incurred by MSWM. The fee received by MSWM may affect the interest rate paid by the Morgan Stanley Sweep Banks on your Deposit Accounts. Your Financial Advisor will not receive a portion of these fees or credits. In addition, MSWM will not receive cash compensation or credits in connection with the BDP for assets in the Deposit Accounts for Retirement Accounts. Also, the Morgan Stanley Sweep Banks have the opportunity to earn income on the BDP assets through lending activity, and that income is usually significantly greater than the fees MSWM earns on affiliated Money Market Funds. Thus, MSWM, in its capacity as custodian, has a conflict of interest in connection with BDP being the default sweep, rather than an eligible Money Market Fund. In Generally, some portion of your account will be held in cash. If MSWM acts as custodian for your account, it will effect transactions of free credit balances in your account into interest- bearing deposit accounts (“Deposit Accounts”) established under the Bank Deposit Program (“BDP”). For most clients, BDP will be the designated cash sweep. The interest rates for BDP in your account will be tiered based upon the value of the BDP balances across your brokerage and advisory accounts. The BDP assets in your advisory accounts receive separate interest rates from deposits in your brokerage accounts and are set forth in: https://www.morganstanley.com/wealth-general/ratemonitor. Generally, the rate you will earn on BDP will be lower than the rate on other available cash alternatives. limited circumstances, such as for clients ineligible for BDP, MSWM may sweep some or all of your cash into money market mutual funds (each a “Money Market Fund”). These Money Market In addition, MSWM and the Morgan Stanley Sweep Banks and their affiliates receive other financial benefits in connection with the BDP. Through the BDP, each Morgan Stanley Sweep Bank will receive a stable, cost-effective source of funding. Each Morgan Stanley Sweep Bank intends to use deposits in the Deposit Accounts at the Morgan Stanley Sweep Banks to fund 16  If your cash sweeps to a Money Market Fund, you understand that MSIM (or another MSWM affiliate) will receive compensation, including management fees and other fees, for managing the Money Market Fund. In addition, we receive compensation from such Money Market Funds at rates that are set by the funds’ prospectuses and currently range, depending on the program in which 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 Fund assets held by our clients. Please review your Money Market Fund’s prospectus to learn more about the compensation we receive from such funds. current and new businesses, including lending activities and investments. The profitability on such loans and investments is generally measured by the difference, or “spread,” between the interest rate paid on the Deposit Accounts at the Morgan Stanley Sweep Banks and other costs of maintaining the Deposit Accounts, and the interest rate and other income earned by the Morgan Stanley Sweep Banks on those loans and investments made with the funds in the Deposit Accounts. The cost of funds for the Morgan Stanley Sweep Banks of deposits through the sweep program in ordinary market conditions is lower than their cost of funds through some other sources, and the Morgan Stanley Sweep Banks also receive regulatory capital and liquidity benefits from using the sweep program as a source of funds as compared to some other funding sources. The income that a Morgan Stanley Sweep Bank will have the opportunity to earn through its lending and investing activities in ordinary market conditions is greater than the fees earned by us and our affiliates from managing and distributing the Money Market Funds which may be available to you as a sweep investment. We have a conflict of interest as we have an incentive to only offer affiliated Money Market Funds in the Cash Sweep program, as MSIM (or another MSWM affiliate) will receive compensation for managing the Money Market Fund. We also have a conflict of interest as we offer affiliated funds and share classes that pay us more compensation than other funds and share classes. You should understand these costs because they decrease the return on your investment. In addition, we receive additional payments from Morgan Stanley Investment Management Inc. in the event a Money Market Fund waives certain fees in a manner that reduces the compensation that we would otherwise receive. We either rebate to clients or do not receive compensation on sweep Money Market Fund positions held in our fee-based advisory account programs. Unless your account is a Retirement Account, the Fee will not be reduced by the amount of the Money Market Fund’s applicable fees. For additional information about the Money Market Fund and applicable fees, you should refer to each Money Market Fund’s prospectus. Morgan Stanley has added Program Banks to the BDP in order to maximize the funding value of the deposits in BDP 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 considerations of 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. .In return for receiving deposits through BDP, the Program Banks provide other deposits to the Morgan Stanley Sweep Banks. This reciprocal deposit relationship provides a low-cost source of funding, and capital and liquidity benefits to both the Program Banks and the Morgan Stanley Sweep Banks. The Program Banks pay a fee to a Program Administrator in connection with the reciprocal deposits, but the cost of that fee is not borne directly by Morgan Stanley clients. Compensation to Financial Advisors D. We allocate to your Financial Advisor, on an ongoing basis, part of the MSWM Fee you pay to us in connection with your account. The Financial Advisor may receive different compensation depending on which program you invest in, the asset class within a program that you select (e.g., equity vs. fixed income), and the rate and amount of your fee. The amount we allocate to your Financial Advisor may be more, or in some instances as described below, less, than if you participate in other MSWM investment advisory programs, or if you pay separately for investment advice, brokerage, and other services. The Morgan Stanley Sweep Banks have discretion in setting the interest rates paid on deposits received through BDP, and are under no legal or regulatory requirement to maximize those interest rates. The Morgan Stanley Sweep Banks and the Program Banks can and sometimes do pay higher interest rates on some deposits they receive directly than they pay on deposits received through BDP. This discretion in setting interest rates creates a conflict of interest for the Morgan Stanley Sweep Banks. The lower the amount of interest paid to customers, the greater is the “spread” earned by the Morgan Stanley Sweep Banks on deposits through the Program, as explained above. By contrast, money market funds (including Morgan Stanley affiliated money market funds) have a fiduciary duty to seek to maximize their yield to investors, consistent with their disclosed investment and risk-management policies and regulatory constraints. If your cash sweeps to a Money Market Fund, then the account, as well as other shareholders of the Money Market Fund, will bear a proportionate share of the other expenses of the Money Market Fund in which the account’s assets are invested. The rate of compensation we pay Financial Advisors with respect to program account fees may be higher than the rate we pay Financial Advisors on trades executed in transaction-based brokerage accounts. In such instance, your Financial Advisor has a financial incentive to recommend one of the programs in this Brochure (or asset classes within a program) instead of other MSWM programs or services. Beginning July 1, 2022, the portion of the fee allocated to your Financial Advisor will decrease if your account remains in the IMS program for 24 months or longer. 17  As such, your Financial Advisor may have a financial incentive to recommend a different program on the MSWM platform, including programs that offer the portfolio management services of affiliated and non-affiliated Managers which are reviewed, selected and approved by MSWM. Such policy will not apply to IMS program accounts held by institutional clients and/or where MSWM does not act as the custodian. The Focus List status indicates GIMA's high confidence level in the overall quality of the investment option and its ability to outperform applicable benchmarks or peers, as applicable, over a full market cycle while the Approved List includes Investment Products that meet an acceptable due diligence standard based upon GIMA's evaluation. You may obtain a copy of the Focus and/or Approved List from your Financial Advisor. Only some of the Investment Products approved by GIMA may be available in the Program. In addition to requiring Investment Products to be on the Focus List or Approved List, we look at other factors in determining which Investment Products we offer in the Program, including: • program needs (such as whether we have a sufficient number of Investment Products available in an asset class); Your Financial Advisor may negotiate a fee that is less than the MSWM maximum fee rate stated above. The amount of the fee you pay is a factor we use in calculating the compensation we pay your Financial Advisor. Therefore, Financial Advisors have a financial incentive not to reduce fees. If your fee rate is below a certain threshold, we give your Financial Advisor credit for less than the total amount of your fee in calculating his or her compensation. Therefore, Financial Advisors also have a financial incentive not to reduce fees below such threshold. client demand; and • the Manager’s minimum account size. • Item 5: Account Requirements and Types of Clients Account Minimums. The minimum account sizes are set by each Manager and generally range from $50,000 to $5 million or higher. include personnel depth, All new CES accounts with fixed income strategies will have at least a $1 million minimum account size. As part of its diligence and review process, GIMA obtains certain information and documentation from a Manager, which may include a Request for Information (RFI), sample portfolios, asset allocation histories, its Form ADV (the form that investment managers use to register with the SEC), past performance information and marketing literature. Additional factors for turnover and consideration may experience, investment process, business and organization characteristics, and investment performance. GIMA personnel may also interview the Manager and its key personnel and examine its operations. Types of Clients. Our clients include individuals, trusts, banking or thrift institutions, pension and profit sharing plans, plan participants, other pooled investment vehicles (e.g., hedge funds), charitable organizations, corporations, other businesses, state or municipal government entities, investment clubs and other entities. Following this review process, GIMA will determine whether an Investment Product should be placed on the Approved List or the Focus List based upon its conviction in the Manager and the Strategy and whether they meet the criteria for the applicable List. Item 6: Portfolio Manager Selection and Evaluation staffing, operational include issues, and A. Selection and Review of Portfolio Managers for the Programs Thereafter, GIMA periodically reviews Investment Products on the Approved List and Focus List to determine whether they continue to meet the appropriate standards. GIMA considers a investment broad range of factors (which may performance, financial condition). Among other things, GIMA personnel may interview each Manager periodically to discuss these matters. CES Program Changes in Status from Focus List to Approved List. GIMA may determine that an Investment Product no longer meets the criteria for the Focus List but meets the criteria for the Approved List. If so, MSWM generally notifies clients regarding such status changes on a quarterly basis within their client statements. Selection and Review of Managers and Strategies Item 4.A above describes the basis on which we recommend particular Managers or Strategies to particular clients. This Item 6.A describes more generally how we select, review, approve and terminate Managers or Strategies (collectively, as used in this Item 6.A, “Investment Products”) which are available in this Program. Changes in Status to Not Approved. GIMA may determine that an Investment Product no longer meets the criteria for either the Focus List or Approved List and change its status to “Not Approved”. At such time, the Investment Product will no longer be recommended and will be terminated from the Program within a reasonable amount of time. We may terminate Investment Products from the Program for other reasons as well (i.e., the Investment Product has a low level of assets under management in the Program, the Investment Product has limited capacity for further investment, or the Investment Product is not complying with our policies and procedures). Focus List and Approved List Review Process. Morgan Stanley’s Global Investment Manager Analysis group (“GIMA”) evaluates the Investment Products to be offered in the Program. GIMA may delegate some of its functions to an affiliate or third party. Investment Products may only participate in the Program if they are on GIMA’s Focus List or Approved List, as discussed below. 18  time, Fees (as defined below in this Item 4) will continue to accrue. We notify affected clients of these downgrades. You cannot retain Not Approved Investment Products in your CES account and must select a replacement from the Approved List or Focus List, and that is available in the program, if you wish to retain the program’s benefits with respect to the affected assets. When an Investment Product is terminated, GIMA generally recommends a replacement Investment Product. In selecting the replacement Investment Product, GIMA generally looks for an Investment Product in the same asset class and with similar attributes and holdings to the terminated Investment Product. In some circumstances when a Manager or Strategy is terminated, you may be able to transfer the assets into another advisory program or into a brokerage account subject to that program or account’s applicable guidelines. Ask your Financial Advisor about these options. IMS Program As indicated above in Item 4.A, IMS accommodates clients who want to maintain a relationship with a Manager of their choice that is not covered by GIMA and thus not included in the due diligence process that GIMA employs for Managers in other investment advisory programs offered by MSWM. However, some mutual funds available to be invested in through Managers in the IMS program are evaluated by GIMA and included on either the Focus or Approved List. In the event GIMA downgrades any mutual fund offered in the IMS program, it will be removed from the eligible universe available to the Managers if there are no holders of that downgraded fund. If there are active holders, MSWM will inform the Manager that the mutual fund was downgraded. The Manager has discretion to remain invested in the mutual fund or to invest in another mutual fund available on either the Focus list or Approved list. This decision will be made at the sole discretion of the Manager. Termination of Investment Products for Drop in Coverage. As indicated above in this Item 6.A, we may terminate Investment Products from the Program due to a GIMA downgrade to “Not Approved,” or for various other reasons. A termination for reasons other than a GIMA downgrade to “Not Approved” will be referred to in this Brochure as a “Drop in Coverage”. Other Relationships with Managers Some Managers approved for use in programs in this Brochure may have business relationships with us or our affiliates. For example, a Manager may use MS&Co. or an affiliate as its broker or may be an investment banking client of MS&Co. or an affiliate. GIMA does not consider the existence or lack of a business relationship in determining whether to approve or maintain a Manager. Once we have decided to institute a Drop in Coverage for an Investment Product, we will generally not permit new investment in such Investment Product. However, for a period of time, we will permit clients to remain invested in that Investment Product and, in certain circumstances, to add new assets to that Investment Product. This is to allow impacted clients time and flexibility to work with their Financial Advisor to select a replacement Investment Product. B. Conflicts of Interest MSWM has various conflicts of interests relating to the Program. We address these conflicts by disclosing them to you in this Brochure. During this period, GIMA will continue to evaluate the impacted Investment Product. If GIMA downgrades the Investment Product to “Not Approved,” we will terminate the Investment Product at that time (rather than allowing current clients to utilize it for the remainder of the period). Advisory vs. Brokerage Accounts. MSWM and your Financial Advisor may earn more compensation if you invest in a program described in this Brochure than if you open a brokerage account to buy individual securities (although, in a brokerage account, you would not receive all the benefits of the programs described in the Brochure). In such instance, your Financial Advisor and MSWM a financial incentive to recommend one of these programs described in this Brochure. We address this conflict of interest by disclosing it to you and by reviewing your account at account-opening to ensure that it is appropriate for you in light of matters such as your investment objectives and financial circumstances. Watch Policy. GIMA has a “Watch” policy for Investment Products on the Focus List and Approved List. Watch status indicates that, in reviewing an Investment Product, GIMA has identified specific areas of the Manager’s business that (a) merit further evaluation by GIMA and (b) may, but are not certain to, result in the Investment Product becoming “Not Approved.” Putting an Investment Product on Watch does not signify an actual change in GIMA opinion nor is it a guarantee that GIMA will downgrade the Investment Product. The duration of a Watch status depends on how long GIMA needs to evaluate the Investment Product and for the respective Manager to address any areas of concern. For additional information, ask your Financial Advisor for a copy of GIMA’s Watch Policy. Payments from Managers. Managers may also sponsor their own educational conferences and pay expenses of Financial Advisors attending these events. MSWM’s policies require that the training or educational portion of these conferences comprises substantially the entire event. Managers may sponsor educational meetings or seminars in which clients as well as Financial Advisors are invited to participate. Other Changes. If you request any change to the account, and subsequent account statements or other communications indicate that the requested change has not been implemented, you must promptly notify your Financial Advisor. Managers are allowed to occasionally give nominal gifts to Financial Advisors, and to occasionally entertain Financial Advisors, subject to a limit of $1,000 per employee per year. MSWM’s non-cash compensation policies set conditions for each If you request that any security(ies) be transferred out of an account, MSWM may suspend trading in the account until the transfer is complete (which may take several days). During this 19  of these types of payments, and do not permit any gifts or entertainment conditioned on achieving a sales target. recommend certain types of transactions in the securities of issuers for which MSWM or one of its affiliates is performing broker-dealer or investment banking services or has confidential or material non-public information. Furthermore, in certain investment advisory programs, MSWM may be compelled to forgo trading in, or providing advice regarding, Morgan Stanley securities, and in certain related securities. These restrictions can adversely impact your account performance. We address conflicts of interest by ensuring that any payments described in this “Payments from Managers” section do not relate to any particular transactions or investment made by MSWM clients with Managers. Fund Managers or subadvisors participating in programs described in this Brochure are not required to make any of these types of payments. The payments described in this section comply with FINRA rules relating to such activities. Please see the discussion under “Funds in Advisory Programs” in Item 4.C for more information. MSWM, the Managers and their affiliates may also develop analyses and/or evaluations of securities sold in a program described in this Brochure, as well as buy and sell interests in securities on behalf of their proprietary or client accounts. These analyses, evaluations and purchase and sale activities are proprietary and confidential, and MSWM will not disclose them to clients. MSWM may not be able to act, in respect of clients’ account, on any such information, analyses or evaluations. Different Advice. MSWM and its affiliates may give different advice, take different action, receive more or less compensation, or hold or deal in different securities for any other party, client, or account (including their own accounts or those of their affiliates) from the advice given, actions taken, compensation received, or securities held or dealt for your account. MSWM, Managers and their affiliates are not obligated to effect any transaction that they believe would violate federal or state law, or the regulations of any regulatory or self-regulatory body. Trading or Issuing Securities in, or Linked to Securities in, Client Accounts. MSWM and its affiliates may provide bids and offers, and may act as a principal market maker, in respect of the same securities held in client accounts. MSWM, its affiliates and employees, the Managers in its programs and their affiliates and employees, may hold a position (long or short) in the same securities held in client accounts. MSWM and its affiliates are regular issuers of traded financial instruments linked to securities that may be purchased in client accounts. From time to time, the trading of MSWM, a Manager or their affiliates – both for their proprietary accounts and for client accounts – may be detrimental to securities held by a client and thus create a conflict of interest between those trades and the investment advisory services that MSWM or a Sub-Manager provides to you. Options Flow Preferencing. When MSWM processes an options order for your account, the order may be routed to options exchanges with an indication that our affiliate MS&Co. has a “preference” on the options order. A “preference” gives MS&Co. the ability to begin an auction among market makers in order to receive bids or offers for a transaction, however such “preference” will only result in an order executed with MS&Co. if its price is equal to or better than the best price quoted on the relevant exchange. By “preferencing” itself, MS&Co. may generate larger trading volumes than if it were not “preferenced”, and that may result in MS&Co. receiving certain benefits. Both MSWM and MS&Co. continue to have an obligation to obtain best execution terms for client transactions under prevailing circumstances, and consistent with applicable law. Trade Allocations. Your Manager may aggregate the securities to buy or sell for more than one client to obtain favorable execution to the extent permitted by law. The Manager is then responsible for allocating the trade in a manner that is equitable and consistent with its fiduciary duty to its clients (which could include, e.g., pro rata allocation, random allocation, or rotation allocation). For block trade orders executed by MSWM, the price to each client is the average price for the aggregate order. Research Reports. MS&Co. does business with companies covered by its research groups. Furthermore, MS&Co. and its affiliates and client accounts, may hold a trading position (long or short) in, the securities of companies subject to such research. In such instance, MS&Co. has a conflict of interest that could affect the objectivity of its research reports. Certain Trading Systems. MSWM may effect trades or securities lending transactions on behalf of client accounts through exchanges, electronic communication networks or other alternative trading systems (“Trading Systems”), including Trading Systems with respect to which MSWM or its affiliates may have a non-controlling direct or indirect ownership interest, or right to appoint a board member or observer. If MSWM directly or indirectly effects client trades or transactions through Trading Systems in which MSWM or its affiliates have an ownership interest, MSWM or its affiliates may receive an indirect economic benefit based on their ownership interest. In addition, subject at all times to its obligations to obtain best execution for its customers’ orders, it is contemplated that MSWM will route certain customer order flow to its affiliates. Services Provided to Other Clients. MSWM and its affiliates and Managers and their affiliates provide a variety of services (including research, brokerage, asset management, trading, lending, and investment banking services) for each other and for various clients, including issuers of securities that may be recommended for purchase or sale by clients or are otherwise held in client accounts, and Managers in the programs described in this Brochure. MSWM and its affiliates and Managers and their affiliates receive compensation and fees in connection with these services. MSWM believes that the nature and range of clients to which such services are rendered is such that it would be inadvisable to exclude categorically all of these companies from an account. Accordingly, it is likely that securities in an account will include some of the securities of companies for which MSWM and its affiliates, and Managers, and their affiliates perform investment banking or other services. Restrictions on Securities Transactions. There may be periods during which MSWM or Managers are not permitted to initiate or Currently, MSWM and/or its affiliates own equity interests (or interests convertible into equity) of 5% or more in certain Trading MEMEX Systems or their parent companies, including Holdings LLC; OTCDeriv Limited; EOS Precious Metals 20  Limited; CreditDeriv Limited; FXGLOBALCLEAR; Dubai Mercantile Exchange; Japan Securities Depository Center Inc.; Yensai.com Co., Ltd; and Octaura Holdings LLC. The Trading Systems on which MSWM trades or effects securities lending transactions for client accounts and in which MSWM or its affiliates own interests may change from time to time. You can contact your Financial Advisor for an up-to-date list of Trading Systems in which MSWM or its affiliates own interests and on which MSWM and/or MS&Co. trade for client accounts. Also, in the event of corporate actions with respect to securities held in client accounts, to the extent such corporate actions result in exchanges, tender offers, or similar transactions, MSWM and/or its affiliates may participate in and/or advise on such transactions and receive compensation. The interest of MSWM’s affiliates in these corporate actions may conflict with the interest of MSWM clients. In addition, where an affiliate of MSWM is representing or advising the issuer in a transaction, the interest of the issuer may conflict with client interests and create a potential conflict of interest for MSWM. MSWM also provides various services to issuers, their affiliates, and insiders, including but not limited to, stock plan services and financial education for which MSWM receives compensation. Certain Trading Systems offer cash credits for orders that provide liquidity to their books and charge explicit fees for orders that extract liquidity from their books. From time to time, the amount of credits that MSWM and/or MS&Co. receive from one or more Trading System may exceed the amount that is charged. Under these limited circumstances, such payments would constitute payment for order flow. MSWM Affiliate as Investment Advisor or Service Provider. Affiliates of MSWM may serve as the investment advisor or other service provider for certain funds or strategies offered in the Program and earn investment management fees for providing investment advisory services to such funds or strategies (or earn other fees for providing other services). As a result, we have a potential conflict of interest in recommending these funds or strategies over others. Affiliated Sweep Investments. MSWM has a conflict of interest in selecting or recommending BDP or Money Market Funds as the Sweep Investment. See Item 4.C above for more information. Certain Trading Systems through which MSWM and/or MS&Co. may directly or indirectly effect client trades execute transactions on a “blind” basis, so that a party to a transaction does not know the identity of the counterparty to the transaction. It is possible that an order for a client account that is executed through such a Trading System could be automatically matched with a counterparty that is (i) another investment advisory or brokerage client of MSWM or one of its affiliates or (ii) MSWM or one of its affiliates acting for its own proprietary accounts. Investments in Sweep Investments or Mutual Funds. As described in Item 4.C above, with respect to non-Retirement Account clients, MSWM or its affiliates earn greater compensation from mutual funds than from separate accounts. At times, a Manager may believe that it is in a client’s interest to maintain assets in cash, particularly for defensive purposes in volatile markets. The above-described Bank Deposit Program revenue and fees for Money Market Funds for accounts of non- Retirement Account clients and other payments create a conflict of interest to the extent that the additional payments influence MSWM to recommend or select a Strategy, model, Manager, or investment style that favors cash balances. in Underwriting Syndicate; MSWM MSWM Affiliate Distribution of Securities; Other Relationships with Security Issuers. If an affiliate of MSWM is a member of the underwriting syndicate from which a security is purchased, we or our affiliates could directly or indirectly benefit from such purchase. If MSWM participates in the distribution of new issue securities that are purchased for a client’s account, MSWM will receive a fee, to be paid by the issuing corporation to the underwriters of the securities and ultimately to MSWM, which will be deemed additional compensation to us, if received by us. Please note that the Financial Advisor does not receive any of the Bank Deposit Program revenue or fees from Money Market funds as described herein. Affiliated Managers. From time to time, we may offer Managers in the CES program that are affiliated with us. Although some investment Managers and/or some investment strategies may be available in more than one program, each program may offer investment Managers and other features that are not available in other MSWM programs. The Client understands that we and our affiliates will receive more aggregate fees when the Client selects a Manager affiliated with us than if the Client selects a Manager that is not affiliated with us. Thus, MSWM and its Financial Advisors have a conflict of interest as they have a financial incentive to recommend affiliated Managers to the Client. Client may choose only unaffiliated Managers if it so desires. Similarly, if a Manager is not affiliated with us but we have an ownership share in the Manager, we and our Financial Advisors have a conflict of interest as we have a financial incentive to recommend that Manager to the Client because, as an owner, we benefit from the Manager’s profits. MSWM and/or its affiliates have a variety of relationships with, and provide a variety of services to, issuers of securities recommended for client accounts, including investment banking, corporate advisory and services, underwriting, consulting, and brokerage relationships. As a result of these relationships with an issuer, MSWM or its affiliates may directly or indirectly benefit from a client’s purchase or sale of a security of the issuer. For example, MSWM or its affiliates may provide hedging services for compensation to issuers of structured investments (such as structured notes) recommended for client accounts. In such a case, MSWM or its affiliates could benefit if a client account purchased such an instrument, or sold such an instrument to another purchaser in lieu of selling or redeeming the instrument back to the issuer, as such transactions could result in the issuer of the instrument continuing to pay MSWM or its affiliates fees or other compensation for the hedging services related to such instrument. Similarly, if the hedging service with respect to such an instrument is not profitable for MSWM or its affiliates, MSWM or its affiliates may benefit if MSWM’s client accounts holding such instruments sold or redeemed them back to the issuer. We address these conflicts by disclosing them to you in this Brochure. 21  Your selection of a Sub-Manager is deemed to be your consent to us to provide Client Information to such Sub-Manager. You can revoke that consent at any time by terminating the account. Item 8: Client Contact with Portfolio Managers Nonpublic Information. In the course of investment banking or other activities, MSWM, the Managers, and each of their respective affiliates and Agents may from time to time acquire confidential or material nonpublic information that may prevent them, for a period of time, from purchasing or selling particular securities for the account. You acknowledge and agree that MSWM, the Managers, and each of their respective affiliates and Agents will not be free to divulge or to act upon this information with respect to their advisory or brokerage activities, including their activities with regard to the account. This may adversely impact the investment performance of the account. You have a direct contractual relationship with the Manager, and therefore may contact the Manager. We do not restrict you from contacting and consulting with your portfolio Manager. Item 9: Additional Information Disciplinary Information This section contains information on certain legal and disciplinary events. Benefits to Financial Advisors. Client understands that MSWM or Financial Advisors or employees of MSWM affiliates may receive a financial benefit from any Manager in the form of compensation for trade executions for the accounts of the Manager or accounts that are managed by such Manager or through referrals of brokerage or investment advisory accounts to MSWM or to the Financial Advisor or employees of MSWM affiliates by such Manager. These Managers may include a Manager recommended to clients by the Financial Advisor or employees of MSWM affiliates in any of the Consulting Group programs. Other Investment Products Available. Client understands that Managers may offer to the public other investment products such as mutual funds with similar investment styles and holdings as those investment products offered through the Consulting Group programs. Such products may be offered at differing fees and charges that may be higher or lower than the fees imposed by MSWM under a Consulting Group program. Other Business with Certain Firms. Certain investment management firms (which may include Managers) do other business with MSWM or its affiliates. • On June 8, 2016, the SEC entered into a settlement order with MSWM (“June 2016 Order”) settling an administrative action. In this matter, the SEC found that MSWM willfully violated Rule 30(a) of Regulation S-P (17 C. F. R. § 248.30(a)) (the “Safeguards Rule”). In particular, the SEC found that, prior to December 2014, although MSWM had adopted written policies and procedures relating to the protection of customer records and information, those policies and procedures were not reasonably designed to safeguard its customers’ personally identifiable information as required by the Safeguards Rule and therefore failed to prevent a MSWM employee, who was subsequently terminated, from misappropriating customer account information. In determining to accept the offer resulting in the June 2016 Order, the SEC considered the remedial efforts promptly undertaken by MSWM and MSWM’s cooperation afforded to the SEC Staff. MSWM consented, without admitting or denying the findings, to a censure, to cease and desist from committing or causing future violations, and to pay a civil penalty of $1,000,000. Block Trades. Managers may direct some block trades to MSWM for execution, which blocks may include trades for other clients of MSWM and/or Manager. Although MSWM executes these block trades at no commission, MSWM may obtain a benefit from executing these block trades, as a result of the increased trading volume attributable to these blocks. (“January 2017 Order”) Item 7: Client Information Provided to Portfolio Managers to 2016, MS&Co. and MSWM, Your Financial Advisor has access to the information you provide to - account opening (the “Client at - and subsequent Information”), including, but not limited to, your name, address, contact information, transaction detail, information regarding your investment objectives, financial information, risk tolerance, and any reasonable restrictions you may impose on management of your account. This includes information in the client profile and investment questionnaire you complete (or your Financial Advisor completes for you) as part of the account opening process. At account opening, or subsequently as necessary to service your relationship, Morgan Stanley may provide your Sub-Manager with certain Client Information. • On January 13, 2017, the SEC entered into a settlement order with MSWM settling an administrative action. The SEC found that from 2009 through 2015, MSWM inadvertently charged advisory fees in excess of what had been disclosed to, and agreed to by, its legacy clients of Citigroup Global Markets Inc., a predecessor to MSWM, and, from 2002 to 2009 and from 2009 respectively, inadvertently charged fees in excess of what was disclosed to and agreed to by their clients. The SEC also found that MSWM failed to comply with requirements regarding annual surprise custody examinations for the years 2011 and 2012, did not maintain certain client contracts, and failed to adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Investment Advisers Act of 1940 (the “Advisers Act”). The SEC found that, in relation to the foregoing, MSWM willfully violated certain sections of the Advisers Act. In determining to accept the offer resulting in the January 2017 Order, the SEC considered the remedial efforts promptly undertaken by MSWM. MSWM consented, without admitting or denying 22  future violations, the findings, to a censure, to cease and desist from to certain committing or causing undertakings related to fee billing, books and records and client notices and to pay a civil penalty of $13,000,000. inaccurate information indicating (“SIETFs”), without in which clients • On February 14, 2017, the SEC entered into a settlement order with MSWM settling an administrative action. The SEC found that from March 2010 through July 2015, MSWM solicited approximately 600 non-discretionary advisory accounts to purchase one or more of eight Single Inverse Exchange Traded Funds fully complying with its internal written compliance policies and procedures related to these SIETFs, which among other things required that clients execute a disclosure notice, describing the SIETF’s features and risks, prior to purchasing them, for MSWM to maintain the notice, and for subsequent related reviews to be performed. The SEC found that, despite being aware of deficiencies with its compliance and documentation of the policy requirements, MSWM did not conduct a comprehensive analysis to identify and correct past failures where the disclosure notices may not have been obtained and to prevent future violations from occurring. The SEC found that, in relation to the foregoing, MSWM willfully violated section 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-7 thereunder. MSWM admitted to certain facts and consented to a censure, to cease and desist from committing or causing future violations, and to pay a civil penalty of $8,000,000. communications to retail advisory clients in MSWM’s wrap fee programs with third-party Managers and MSWM’s policies and procedures related to trades not executed at MSWM. In the applicable wrap fee programs, the third- party Manager has the discretion to place orders for trade execution on clients’ behalf at a broker-dealer other than Morgan Stanley. MSWM permits Managers to “trade away” from MSWM in this manner in order to seek best execution for trades. The SEC found that, from at least through June 2017, MSWM provided October 2012 incomplete and that MSWM executed most client trades and that, while additional transaction-based costs were possible, clients did not actually incur them in the ordinary course. The SEC found that this information was misleading for certain retail clients because some wrap Managers directed most, and sometimes all, client trades to third-party broker-dealers for execution, which resulted in certain clients paying transaction-based charges that were not visible to them. The SEC also found that, on occasion, wrap Managers directed trades to MSWM- affiliated broker-dealers incurred transaction-based charges in violation of MSWM’s affiliate trading policies without detection by MSWM. The SEC noted in the order that it considered certain remedial acts undertaken by MSWM in determining to accept the order, including MSWM enhancing its disclosures to clients, implementing training of financial advisors, enhancing relevant policies and procedures, and refunding clients’ transaction-based charges paid to Morgan Stanley affiliates. The SEC found that MSWM willfully violated certain sections of the Investment Advisers Act of 1940, specifically Sections 206(2) and 206(4) and Rule 206(4)-7 thereunder. MSWM consented, without admitting or denying the findings and without adjudication of any issue of law or fact, to a censure; to cease and desist from committing or causing future violations; and to pay a civil penalty of $5,000,000. • On June 29, 2018, the SEC entered into a settlement order with MSWM settling an administrative action which relates to misappropriation of client funds in four related accounts by a single former MSWM financial advisor (“FA”). The SEC found that MSWM failed to adopt and implement policies and procedures or systems reasonably designed to prevent personnel from misappropriating assets in client accounts. The SEC specifically found that, over the course of eleven months, the FA initiated unauthorized transactions in the four related client accounts in order to misappropriate client funds. The SEC found that while MSWM policies provided for certain reviews prior to issuing disbursements, such reviews were not reasonably designed to prevent FAs from misappropriating client funds. Upon being informed of the issue by representatives of the FA’s affected clients, MSWM promptly conducted an internal investigation, terminated the FA, and reported the fraud to law enforcement agencies. MSWM also fully repaid the affected clients, made significant enhancements to its policies, procedures and systems (“Enhanced MSWM Policies”) and hired additional fraud operations personnel. The SEC found that MSWM willfully violated section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. The SEC also found that MSWM failed to supervise the FA pursuant to its obligations under Section 203(e) (6) of the Advisers Act. MSWM consented, without admitting or denying the findings, to a censure; to cease and desist from committing or causing future violations; to certain undertakings, including certifications related to the implementation and adequacy of the Enhanced MSWM Policies and to pay a civil penalty of $3,600,000. • On December 9, 2024, the SEC entered into a settlement order with MSWM settling an administrative action, which relates to misappropriation of client funds in brokerage and advisory accounts by four former MSWM financial advisors (the “FAs”). The SEC found that MSWM failed to adopt and implement policies and procedures reasonably designed to prevent personnel from misusing and misappropriating funds in client accounts and that MSWM’s inadequate policies and procedures and systems to implement them led to its failure reasonably to supervise the four FAs, who misappropriated funds from client and customer accounts while employed at MSWM. Specifically, the SEC found that MSWM failed to adopt and implement policies and procedures reasonably designed to prevent and detect unauthorized externally-initiated ACH payments and unauthorized cash wires. Upon being informed of the potential unauthorized activity in the customer accounts of two of the FAs, MSWM promptly investigated the matters, terminated the FAs, reported the fraud to law enforcement agencies, and fully repaid the affected clients. MSWM also conducted a retroactive review of payment instructions for externally-initiated ACH payment instructions, which led to the identification of misconduct by the other two FAs. MSWM accordingly terminated the other two FAs and reported the misconduct to SEC staff. On its own initiative, MSWM instituted new written procedures to address the • On May 12, 2020, the SEC entered into a settlement order with MSWM settling an administrative action which relates to certain information provided in marketing and client 23  See Item 6.B above for conflicts arising from our affiliation with MS&Co. and its affiliates. conduct at issue and retained an independent compliance consultant to perform a review and assessment. The SEC found that MSWM willfully violated section 206(4) of the Investment Advisers Act of 1940 (“Advisers Act”) and Rule 206(4)-7 thereunder. The SEC also found that MSWM failed to supervise the FAs within the meaning of Section 203(e)(6) of the Advisers Act and/or Section 15(b)(4)(E) of the Securities Exchange Act of 1934. MSWM consented, without admitting or denying the findings, to a censure; to cease and desist from committing or causing future violations; to certain undertakings, including the retention of an Independent Compliance Consultant to review MSWM’s policies, procedures and controls related to the conduct in the Order and to pay a civil penalty of $15,000,000. Related Investment Advisers and Other Service Providers. MSWM has affiliates (including MSIM, Morgan Stanley Investment Management Limited and Consulting Group Advisory Services LLC as well as EVM and its affiliates) that are investment advisers to mutual funds in various investment advisory programs. If you invest your assets in an affiliated mutual fund, MSWM and its affiliates earn more money than if you invest in an unaffiliated mutual fund. Generally, for Retirement Accounts, MSWM rebates or offsets fees so that MSWM complies with IRS and Department of Labor rules and regulations. MSWM’s Form ADV Part 1 contains further information about its disciplinary history and is available on request from your Financial Advisor. Other Financial Industry Activities and Affiliations to certain open-end Morgan Stanley (“Morgan Stanley Parent”) is a financial holding company under the Bank Holding Company Act of 1956. Morgan Stanley Parent is a corporation whose shares are publicly held and traded on the New York Stock Exchange (“NYSE”). MSWM is a wholly owned indirect subsidiary of Morgan Stanley Parent. Activities of Morgan Stanley Parent. Morgan Stanley Parent is a global firm engaging, through its various subsidiaries, in a wide range of financial services including: MSIM and certain EVM investment affiliates serves in various advisory, management, and administrative capacities to open- ended and closed-end investment companies and other portfolios (some of which are listed on the NYSE). Morgan Stanley Services Company Inc., its wholly owned subsidiary, provides limited transfer agency services investment companies. Morgan Stanley Distribution Inc. serves as distributor for the open- end investment companies and has entered into selected dealer agreements with MSWM and affiliates. Morgan Stanley Distribution Inc. also may enter into selected dealer agreements with other dealers. Under many of these agreements, MSWM and affiliates, and other selected dealers, are compensated for sale of fund shares to clients on a brokerage basis, and for shareholder servicing (including pursuant to plans of distribution adopted by the investment companies pursuant to Rule 12b-l under the Investment Company Act of 1940). • trading, merger, securities underwriting, distribution, acquisition, restructuring, real estate, project finance and other corporate finance advisory activities • merchant banking and other principal investment activities • • • Related persons of MSWM act as a general partner, administrative agent or special limited partner of a limited partnership or managing member or special member of a limited liability company to which such related persons serve as adviser or sub- adviser and in which clients have been solicited in a brokerage or advisory capacity to invest. In some cases, the general partner of a limited partnership is entitled to receive an incentive allocation from a partnership. • brokerage and research services asset management trading of foreign exchange, commodities, and structured financial products and global custody, securities clearance services, and securities lending. See Item 4.C above for a description of cash sweep investments managed or held by related persons of MSWM. Broker-Dealer Registration. As well as being a registered investment advisor, MSWM is registered as a broker-dealer. See Item 6.B above for a description of various conflicts of interest. Restrictions on Executing Trades. As MSWM is affiliated with MS&Co. and its affiliates, the following restrictions apply when executing client trades: Market Transition Away from LIBOR. The following applies to holders of products directly or indirectly linked to the London Interbank Offered Rate (“LIBOR”) or the Secured Overnight Financing Rate (“SOFR”) and investors that are considering purchasing such products. Depending on your current holdings and investment plans, this information may or may not be applicable to you. • MSWM and MS&Co. generally do not act as principal in executing trades for MSWM investment advisory clients, except as permitted by applicable laws, rules, and regulations. • Regulatory restrictions may limit your ability to purchase, hold or sell equity and debt issued by Morgan Stanley Parent and its affiliates in some investment advisory programs. • Certain regulatory requirements may limit MSWM’s ability to execute transactions through alternative execution services (e.g., electronic communication networks and crossing networks) owned by MSWM, MS&Co. or their affiliates. LIBOR had been a widely used interest rate benchmark in bond, loan, and derivative contracts, as well as consumer lending instruments such as mortgages. However, as a result of concerns with the integrity of LIBOR and how it is determined, LIBOR will cease to be published and will be replaced by alternative reference rates. restrictions may adversely impact your account These performance. 24  including if you have questions about whether you hold LIBOR- based products. Specifically, overnight and one-, three-, six- and 12-month USD LIBOR will no longer be published after June 30, 2023. However, regulators have indicated that the time until then is to be used only for managing existing LIBOR-based products. All settings for GBP, EUR, JPY and CHF LIBOR, and one-week and two-month settings for USD LIBOR, are no longer being published, although synthetic versions of GBP and JPY LIBOR rates will be published for a period of time. The committee convened by the U.S. Federal Reserve Board and the Federal Reserve Bank of New York, the Alternative Reference Rates Committee (ARRC), has selected SOFR as the recommended alternative benchmark rate to USD LIBOR. Code of Ethics The MSWM US Investment Advisory Code of Ethics (“Code”) applies to MSWM’s employees, supervisors, in offering or providing officers, and directors engaged investment advisory products and/or services (collectively, the “Access Persons”). In essence, the Code prohibits Access Persons from engaging in securities transactions or activities that involve a material conflict of interest, possible diversion of a corporate opportunity, or the appearance of impropriety. Access Persons must always place the interests of MSWM’s clients above their own and must never use knowledge of client transactions acquired in the course of their work to their own advantage. Supervisors are required to use reasonable supervision to detect and prevent any violations of the Code by the individuals, branches, and departments that they supervise. (including pre-approval The Code generally operates to protect against conflicts of interest either by subjecting activities of an Access Person to specified limitations requirements) or by prohibiting certain activities. Key provisions of the Code include: • The requirement for certain Access Persons, because of their potential access to non-public information, to obtain their supervisors’ prior written approval or provide pre-trade notification before executing certain securities transactions for their personal securities accounts; The market transition away from LIBOR to alternative rates is complex and could have a range of impacts on financial products and transactions directly or indirectly linked to LIBOR. For example, the fallback provisions in your LIBOR-based products, or the absence thereof, could have an adverse effect on the value investment strategy. of such products as well as your Documentation governing existing LIBOR-based products may contain “fallback provisions”, which provide for how the applicable interest rate will be calculated if LIBOR ceases or is otherwise unavailable. Fallback provisions can materially differ across products and even within a given asset class. Furthermore, such provisions may not contemplate alternative reference rates such as SOFR (in particular in older documentation) and/or may result in increased uncertainty and change the economics of the product when LIBOR ceases. Clients utilizing hedging strategies may also face basis risk due to inconsistent fallback provisions in their various investments. Recently, federal legislation was signed into law that will provide for a SOFR-based rate plus a spread to replace LIBOR for those contracts without effective fallback provisions. • Additional restrictions on personal securities transaction activities applicable to certain Access Persons (including Financial Advisors and other MSWM employees who act as investment advisory in MSWM portfolio Managers programs); • Requirements for certain Access Persons to provide initial and annual reports of holdings in their securities accounts, along with quarterly transaction information in those accounts; and • Additional requirements for pre-clearance of other activities including, but not limited to, Outside Business Activities, Gifts and Entertainment, and U.S. Political Contributions and Political Solicitation Activity. With respect to an investment in SOFR-linked products and products that will fallback to SOFR, you should understand the terms of the particular product and the related risks. The composition and characteristics of SOFR are not the same as LIBOR and, as a result, SOFR may not perform in the same way as LIBOR would have. Further, the SOFR-linked products that have been issued to date apply different market conventions to calculate interest and therefore these products have different risks and considerations. You can obtain a copy of the Code from your Financial Advisor. See Item 6.B above, for a description of Conflicts of Interest. Affiliates of MSWM participate on central bank committees that have been selecting alternative rates and developing transition plans for trading these new rates. In addition, MSWM and its affiliates may have interests with respect to LIBOR- and SOFR- linked products that conflict with yours as an investor. As with any investment, make sure you understand the terms of any LIBOR- and SOFR-based products you hold and the terms of those that you are considering purchasing. Other products and services offered by or through MSWM or its affiliates, such as loans and mortgage products, may have different terms and conditions and may be affected by the potential replacement of LIBOR differently than LIBOR-based securities. Trade Errors Whether made by MSWM, by agents acting on our behalf, or by or on behalf of an Executing Sub-Manager, trade errors do occur from time to time. MSWM maintains policies and procedures to ensure timely detection, reporting, and resolution of trade errors involving client accounts. In general, once a trade error has been identified, we take prompt, corrective action, returning the client’s account to the economic position it would be in absent the error. Once the trade error is resolved with respect to the client’s account, the handling of any resulting gain or loss can vary depending on the circumstances and the specific type of error; typically, however, any net gain or loss is either booked to the relevant error account or, in certain situations resulting in a net gain, donated to the Morgan Stanley Foundation. This is a developing situation and the above information is subject to change. For more information on the potential replacement of LIBOR, the recommended alternative rate, SOFR, and certain considerations relating to LIBOR- and SOFR-linked products, please see www.morganstanley.com/wm/LIBOR. Please also contact a member of your Morgan Stanley team for information, Reviewing Accounts At account opening, we confirm that the account type, program, and investment strategy are appropriate for you. 25  Your Financial Advisor is then responsible for monitoring your account on an ongoing basis. MSWM also monitors your accounts on a periodic basis (e.g., identifying and reviewing accounts with a high cash balance and inactive accounts). See Item 4.A above for a discussion of account statements and periodic reviews provided for your account. Client Referrals and Other Compensation See “Payments from Investment Managers” and “Payments from Mutual Funds” in Item 6.B above. MSWM may compensate affiliates and unaffiliated third parties for client referrals in accordance with Rule 206(4)-1 of the Advisers Act. If you open an account in an investment advisory program, the compensation paid to any such entity will typically consist of an ongoing cash payment stated as a percentage of MSWM’s advisory fee or a one-time flat fee, but may include cash payments determined in other ways. Financial Information We are not required to include a balance sheet in this Brochure because we do not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. We do not have any financial conditions that are reasonably likely to impair our ability to meet our contractual commitments to clients. MSWM and its predecessors have not been the subject of a bankruptcy petition during the past 10 years 26  Exhibit: Affiliated Money Market Funds Fee Disclosure Statement and Float Disclosure Statement Sweep Vehicles in Retirement Accounts Retirement Accounts generally effect sweep transactions of free credit balances into Deposit Accounts established under the Bank Deposit Program. The table below describes the fees and expenses charged to assets invested in shares of the Money Market Funds in which the account invests (expressed as a percentage of each fund’s average daily net assets for the stated fiscal year). Note that: • The rate of Advisory Fee and Distribution and Service Fees (including 12b-1 fees) (whether in basis points or dollars) cannot be increased without first obtaining shareholder approval. • Expenses designated as “Other Expenses” include all expenses not otherwise disclosed in the table that were deducted from each fund’s assets or charged to all shareholder accounts in the stated fiscal year (and may change from year to year). These fees and expenses are generally paid to MSIM, MSWM, and/orits affiliates for services performed. The aggregate amount of these fees is stated in the tables below. The amounts of expenses deducted from a fund’s assets are shown in each fund’s statement of operations in its annual report. Morgan Stanley Investment Management (and/or its affiliates) may, from time to time, waive part or all of its advisory fee or assume or reimburse some of a fund’s operating expenses. (This may be for a limited duration.) Such actions are noted in the fund’s prospectus and/or statement of additional information. The table below shows the Total Annual Fund Operating Expenses (before management fee waivers and/or expense reimbursements) and the Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements. MSWM reasonably expects to provide services as a fiduciary (as that term is defined under ERISA or the Code) with respect to Retirement Accounts. MSWM believes that investing in shares of the funds for sweep purposes is appropriate for Retirement Accounts because using professionally managed Money Market Funds allows you to access cash on an immediate basis, while providing a rate of return on your cash positions pending investment. As is typical of such arrangements, we use only affiliated money funds for this purpose. further described in the Bank Deposit Program Disclosure Statement MSWM also believes that investing a Retirement Account’s assets in the Deposit Accounts is appropriate. Terms of the Bank Deposit Program are (available at: http://www.morganstanley.com/wealth-investmentstrategies/pdf/BDP_disclosure.pdf) The fund expense information below reflects the most recent information available to us as of December 31, 2024, and is subject to change. Please refer to the funds’ current prospectuses, statements of additional information and annual reports for more Fund Advisory Fee Distribution and Service Fees Shareholder Service Fee Other Expenses Total Annual Fund Operating Expenses Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements MSILF Government Securities- Participant Share Class 0.15% 0.25% 0.25% 0.08% 0.73% 0.45% MS U.S. Government Money Market Trust 0.15% N/A 0.10% 0.11% 0.36% 0.36% information. 27  Interest Earned on Float If MSWM is the custodian of your account, MSWM retains as compensation, for providing services, the account’s proportionate share of any interest earned on cash balances held by MSWM (or an affiliate) with respect to assets awaiting investment including: • New deposits to the account (including interest and dividends) and • Uninvested assets held by the account caused by an instruction to the custodian to buy and sell securities (which may, after the period described below, be automatically swept into a sweep vehicle). This interest is generally at the prevailing Federal Funds interest rate. Generally, with respect to such assets awaiting investment: • when the custodian receives the assets on a day on which the NYSE is open (“Business Day”) and before the NYSE closes, the custodian earns interest through the end of the following Business Day and • when the custodian receives the assets on a Business Day but after the NYSE closes, or on a day which is not a Business Day, the custodian earns interest through the end of the second following Business Day. 28 

Form ADV Program Brochure Morgan Stanley Smith Barney LLC Institutional Services Program March 28, 2025 2000 Westchester Avenue Purchase, NY 10577 Tel: (914) 225-1000 Fax: (614) 283-5057 Hwww.morganstanley.com This Wrap Fee Program Brochure provides information about the qualifications and business practices of Morgan Stanley Smith Barney LLC (“MSWM”). If you have any questions about the contents of this Brochure, please contact us at (914) 225-1000. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about MSWM also is available on the SEC’s website at Hwww.adviserinfo.sec.govH. Registration with the SEC does not imply a certain level of skill or training.  0BItem 2: Material Changes There section identifies and discusses material changes to the ADV Brochure since the version of this Brochure dated March 28, 2024. For more details on any particular matter, please see the item in this ADV Brochure referred to in the summary below. Bank Deposit Program Updates were made to the Cash Sweeps section to disclose that BDP assets in advisory accounts receive a separate interest rate if the assets meet the BDP program balance threshold. Item 4.C, Cash Sweeps. Disciplinary Information On December 9, 2024, the SEC entered into a settlement with MSWM regarding an administrative action. In this matter, MSWM, without admitting or denying the findings and without adjudication of any issue of law or fact, consented to the entry of the order that finds that MSWM willfully violated certain sections of the Investment Advisers Act of 1940 (“Advisers Act”), specifically Sections 206(2) and 206(4) and Rule 206(4)- 7 promulgated thereunder. The SEC also finds that MSWM failed to supervise the FAs within the meaning of Section 203(e)(6) of the Advisers Act and/or Section 15(b)(4)(E) of the Securities Exchange Act of 1934 (“Exchange Act”) (Item 9). . 2  1BItem 3: Table of Contents Item 1: Cover Page .................................................................................................................................................................................. 1 Item 2: Material Changes ........................................................................................................................................................................ 2 Item 3: Table of Contents ........................................................................................................................................................................ 3 Item 4: Services, Fees and Compensation ............................................................................................................................................... 4 A. General Description of Programs and Services .................................................................................................................... 4 Institutional Services Program.............................................................................................................................................. 4 Account Opening .................................................................................................................................................................. 7 Investment Restrictions ........................................................................................................................................................ 7 Trade Confirmations, Account Statements and Performance Reviews ................................................................................ 7 Risks ..................................................................................................................................................................................... 7 Tax and Legal Considerations .............................................................................................................................................. 8 Fees....................................................................................................................................................................................... 9 B. Comparing Costs ................................................................................................................................................................ 10 C. Additional Fees ................................................................................................................................................................... 10 Custody ............................................................................................................................................................................... 12 Cash Sweeps When MSWM Acts As Custodian................................................................................................................ 12 D. Compensation to Financial Advisors .................................................................................................................................. 13 Item 5: Account Requirements and Types of Clients ............................................................................................................................ 13 Item 6: Portfolio Manager Selection and Evaluation ............................................................................................................................. 14 A. Selection and Review of Portfolio Managers and Funds for the Programs ........................................................................ 14 Calculating Portfolio Managers’ Performance ................................................................................................................... 16 B. Conflicts of Interest ............................................................................................................................................................ 16 C. Financial Advisors acting as Portfolio Managers ............................................................................................................... 19 Description of Advisory Services ....................................................................................................................................... 19 Performance-Based Fees .................................................................................................................................................... 19 Methods of Analysis and Investment Strategies ................................................................................................................. 19 Proxy Voting ...................................................................................................................................................................... 19 Item 7: Client Information Provided to Portfolio Managers .................................................................................................................. 19 Item 8: Client Contact with Portfolio Managers .................................................................................................................................... 19 Item 9: Additional Information .............................................................................................................................................................. 19 Disciplinary Information .................................................................................................................................................... 19 Other Financial Industry Activities and Affiliations .......................................................................................................... 21 Code of Ethics .................................................................................................................................................................... 23 Reviewing Accounts ........................................................................................................................................................... 23 Client Referrals and Other Compensation .......................................................................................................................... 23 Financial Information ......................................................................................................................................................... 23 Exhibit: Affiliated Money Market Funds Fee Disclosure Statement and Float Disclosure Statement .............................. 24 3  2BItem 4: Services, Fees and Compensation Financial Advisors may also provide other services in connection with the described program. Any such services will be specified in the investment advisory agreement between MSWM and you (See “Account Opening” below). In addition, the programs and services are subject to change without notice. You should consult with your Financial Advisor for further details. Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”, “MSWM”, “we”, “us” or “our”) is a registered investment adviser and a registered broker-dealer. MSWM is one of the largest financial services firms in the U.S. with branch offices in all 50 states and the District of Columbia. Institutional Services Program MSWM offers the following institutional consulting services to its clients: MSWM offers clients (“you”, “your” or “Client”) many different advisory programs. Many of MSWM’s advisory services are provided by its Consulting Group business unit. You may obtain Brochures for other MSWM investment advisory programs at www.morganstanley.com/ADV or by asking your Financial Advisor or (for Morgan Stanley Private Wealth Management clients) your Private Wealth Advisor. (Throughout the rest of this Brochure, “Financial Advisor” means either your Financial Advisor or your Private Wealth Advisor, as applicable.) investment consultant, Assistance in the Preparation of Investment Objectives and Policies. MSWM shall assist in the Client’s review, evaluation and preparation of investment policies and objectives for the account. As set forth in “Performance Reporting” below, MSWM shall assist the Client in developing benchmarks for the performance of the account. MSWM will also provide the performance of the total account to assist the Client with the ability to determine progress toward investment objectives. Where your Financial Advisor has been retained as a non- the Client shall be discretionary responsible for monitoring compliance with their investment policies and guidelines. Asset Allocation. Your Financial Advisor will review your asset allocation and will make asset allocation recommendations in accordance with your investment goals. In addition, we provide services as a “fiduciary” (as that term is defined in Section 3(21)(A) of the Employee Retirement Income Security Act of 1974 as amended (“ERISA”) and/or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)), with respect to “Retirement Accounts” (as that term is described herein). For purposes of this brochure (including the Exhibit), the term “Retirement Account” will be used to cover (i) “employee benefit plans” (as defined under Section 3(3) of ERISA, which include pensions, defined contribution, profit-sharing and welfare plans sponsored by private employers, as well as similar arrangements sponsored by governmental or other public employers, which are generally not subject to ERISA; (ii) individual retirement accounts “IRAs” (as described in Section 4975 of the Code); and (iii) “Coverdell Educational Savings Accounts (“CESAs”). A. through General Description of Programs and Services Investment Searches. Your Financial Advisor will assist you in identifying and recommending investment managers and Funds (“Investment Products”). These recommendations are based either on (i) MSWM’s Global Investment Manager Analysis Group (“GIMA”) (using different methods to evaluate investment managers and Funds -- analysis on investment managers is provided through MSWM’s Consulting and Evaluation Services (“CES”) programs) or (ii) analysis provided by MSWM’s Graystone Consulting business unit (“Graystone”). Graystone its Manager is conducted analysis on managers Assessment Program, a proprietary investment management scoring system that assesses investment manager products in that database. Non-Researched Funds and Managers. Clients may select Funds and investment managers outside of those covered by GIMA or Graystone analysis. The investment managers, if qualified, will be offered through MSWM’s Investment Management Services Program (“IMS”). MSWM does not evaluate or make any representations concerning such investment managers and shall not assume any liability for any loss, claim, damage or expense attributable to the client’s selection of such managers. For more information about CES, and IMS or any other investment advisory services offered by MSWM, as well as assistance in determining which service may be best suited to your needs and objectives, please contact your Financial Advisor or refer to www.morganstanley.com/ADV. MSWM focuses on providing a wide range of investment consulting services to institutional and high net worth individual clients, including (i) assistance in developing investment policy statements, (ii) asset allocation, (iii) investment manager, mutual fund, commingled fund, collective investment trust, exchange traded fund (“ETF” and together with commingled funds, mutual funds and collective investment trusts, ”Funds”) and alternative investment analysis, (iv) performance reporting and (v) custody services. These services are delivered through a select group of institutional consulting teams located across the country that have significant experience serving the investment advisory needs of institutional as well as high net worth individual clients and are supported by a management team dedicated to institutional consulting. Clients include corporations, Taft-Hartley plans, foundations and endowments public and private defined benefit plans, participant directed defined contribution and non-qualified deferred compensation plans (“Participant-Directed Plans”), family offices and high net worth individuals. Performance Reporting. MSWM provides clients with customized performance reports that assess portfolio performance MSWM administers and oversees the Institutional Services Program (“IS”) as discussed. This section discusses the various general matters that apply to the IS program. MSWM and its 4  relative to benchmarks. The reports may include comparisons to recognized benchmarks and market segments. The fee charged to the client does not include any fee or charge for other services in connection with the client’s participation in any alternative investment. Clients are solely responsible for such arrangements. Custody and Statements. If you elect, MSWM may serve as the custodian of all cash, securities and other assets held in the portfolio and credit the portfolio with dividends and interest paid on securities held and principal paid on called or matured securities in the portfolio. You will be provided with written confirmation of securities transactions and account statements at least quarterly. Asset/Liability Analysis Services MSWM works with third party vendors, whose proprietary asset/liability modeling software is used to generate customized asset liability studies for defined benefit plan clients. The asset/liability analysis service provides certain cash flow modeling, liability funding analysis and funding strategies including custom contribution policies. For Defined Contribution Participant-Directed Plans MSWM also offers both non-discretionary services and discretionary services for Participant-Directed Plans that hold assets in custody with custodians other than MSWM. Non-discretionary Investment Consulting Services MSWM offers initial and ongoing investment consulting services, including investment policy statement review, asset style analysis, Fund search and performance reporting. Alternative Investments Performance Reporting Service. MSWM may provide institutional clients with alternative investments performance reporting. This is a non-discretionary service, and clients are responsible for executing participation agreements directly with each alternative investment. MSWM offers IS clients the ability to receive periodic reports that provide historical performance reporting of their alternative investments that were not purchased through MSWM, are not held in custody by MSWM and are not researched by MSWM. The alternative investment historical performance information provided by this service is based upon information provided, directly or indirectly, to MSWM by the issuer of the alternative investment, or by its sponsor, investment manager, administrator (“Performance Reporting AI”). MSWM’s ability to provide historical or other performance reporting on alternative investments is dependent upon its ability to obtain such information from each Performance Reporting AI. information as reported by Investment Consulting Fund Evaluation Process. MSWM shall evaluate all investment options from the universe of funds that have been reviewed and profiled by Morgan Stanley’s Global Investment Manager Analysis (“GIMA”) team, or the universe of funds that have successfully passed Morgan Stanley’s proprietary fund screening process. MSWM’s fund screening process takes into account both quantitative and qualitative factors. The process is explained further in Item 6A below. The performance reporting service enables the client to receive from MSWM periodic reports containing the Client’s historical performance the applicable Performance Reporting AI. Client may also receive composite reports that show historical performance of alternative investments as reported by the Performance Reporting AI, along with historical or other performance information on other investments that were/are acquired through MSWM or are held in custody by MSWM. Risk-Based Models. In addition to providing fund screening services, MSWM may provide risk-based asset allocation advice to retirement plans. If requested, MSWM will provide plan sponsor clients with certain strategic asset allocation models that are based on guidance from MSWM’s Global Investment Committee (the “GIC”). the client’s responsibility responsibility of the client to ensure The performance information provided in a periodic performance review is based on information provided to MSWM by the Performance Reporting AI and is not independently verified by MSWM. MSWM shall not be liable for any misstatement or omission made by the Performance Reporting AI nor for any loss, liability, claim, damage or expense arising out of such misstatement or omission. It will be to ensure model recommendations can be implemented within their recordkeeping platform. MSWM may assist in determining the capabilities of the client’s recordkeeping platform; however it will be the ultimate any recommendations are implemented and offered to participants in a manner that is consistent with the client’s overall goals and objectives. MSWM will provide the client with performance reporting for such models which will include model performance comprised of the fund performance within the model. MSWM will also provide the client with any changes/updates made to the asset allocation percentages within such models. This reporting service is not intended to constitute investment advice or a recommendation by MSWM of any alternative investment and MSWM is not evaluating the appropriateness of the initial investment or the continued investment in the alternative investments reported on as part of this service. In addition, the service does not constitute, create or impose a fee- based brokerage relationship, a fiduciary relationship or an investment advisory relationship under the Investment Advisers Act of 1940, as amended, with regard to the investments covered under this service. If the Client is an employee benefit plan or is otherwise subject to ERISA, MSWM is NOT acting as a fiduciary (as defined in ERISA) with the respect to the provision of these reporting services as described herein). MSWM is not responsible for and will not provide tax reporting with respect to any alternative investment reported on under this service. The client will be responsible for making any updates or changes to such models with its recordkeeping platform. If requested, MSWM may provide education to plan participants in regard to risk tolerance through various approved educational pieces, however any such education does not represent any attempt by MSWM to use discretion or extend its fiduciary liability under the program client agreement. 5  cases, the Models are developed by MSWM’s Wealth Management Investment Resources group with guidance from the GIC, and are not subject to customization by the client. Only MSWM Approved Funds will be permitted to populate these models. Administrative Services. MSWM may also assist clients with certain administrative functions as described below. Certain services are not available to all types of clients. These are not investment advisory services and MSWM does not assume status as a fiduciary under ERISA, the Investment Advisers Act of 1940 or any other applicable law or regulation in performing these services. MSWM provides the following administrative services: • Plan Sponsor Education – MSWM makes educational to plan fiduciaries. The available topics such as retirement plan responsibilities, plan design fiduciary materials available materials may cover administration, features and investments. Risk-Based Models. MSWM will present the Client with various separate risk-based models, as described in the previous section, of which the client must select at least three models to be made available to the Plan’s participants, ranging from conservative to aggressive. MSWM will assist the Client with the selection of the models but the Client will be solely responsible for selecting at least three models and with each of the following risk levels represented: conservative, moderate and aggressive. information relating • Employee Education – MSWM shall collaborate with the Client to develop strategies relating to participant enrollment and ongoing employee education, and MSWM can work with the plan to deliver general financial information and investment to such concepts as diversification, asset allocation, retirement planning and plan participation. Target Date Models. MSWM will present various target-date glidepath models to the client. These glidepaths offer the option of i) greater hedge against longevity risk and shortfall risk, ii) greater hedge against inflation risk and market risk, or iii) a balance between inflation risk and longevity risk. MSWM will assist the Client with the selection of the Models but the Client will be solely responsible for selecting which of the models to offer the Plan’s participants. Once the Client has selected a target date model, MSWM will construct the model by populating each asset class comprising the model with the MSWM Approved Funds in a manner consistent with the components of the model. • Plan Provider Search Support. MSWM shall assist Client with the preparation and distribution of Requests for Proposals (“RFP”) with respect to Client's search for a party to provide recordkeeping or related services for the plan, and shall provide assistance with the evaluation of RFP responses interviews and conversion and corresponding finalist support. Not available for Non-Qualified Deferred Compensation Plans. It will be the responsibility of MSWM to ensure that the models can be implemented within their recordkeeping platform. MSWM will be responsible in determining the capabilities of the clients recordkeeping platform and it would be the ultimate responsibility of MSWM to ensure any recommendations are implemented and offered to participants in manner that is consistent with the clients overall goals and objectives. • Plan Services and Expense Review. MSWM shall provide Client with a report for the purpose of assisting Client with the review of various fees and plan expenses as they relate to the services provided by the plan. This report will generally consist of an overall assessment of current services and expenses, as well as a comparison of such services and expenses to those incurred by other plans of similar size and composition. Not available for Non-Qualified Deferred Compensation Plans. Risk-Based and Target Date Models are tools used to assist the plan participants in achieving asset allocation goals. These models are not investment products sponsored by MSWM. Client may not make use of any branding associated with MSWM, the GIC or any other affiliate when describing the model portfolio. Termination of contract or model services will require the discontinuance of use of the models. Discretionary Services Core Market Fiduciary Program MSWM offers a Core Market Fiduciary Program for defined contribution participant-directed plans. MSWM is responsible for the discretionary selection of investment options from a set lineup offered by a third-party recordkeeper in accordance with the program’s investment policy. Retirement Account Manager Program MSWM also offers discretionary institutional consulting services for eligible clients whereby MSWM is responsible for the discretionary selection of investment options in accordance with the client’s investment policy statement utilizing the fund evaluation process described above and in Item 6.A. MSWM will manage the overall investment process including decisions for fund selection, asset classification and termination and comprehensive monitoring of the Plan’s investments. MSWM may also provide discretionary asset allocation model services. In addition to discretionary investment management, clients may receive non-discretionary administrative services which include, plan sponsor education, plan provider search support, plan services and expense review, and employee education. Upon the request of the plan sponsor, MSWM offers certain investment advisory services to retirement plans for the benefit of the plan participants. The Retirement Account Manager Program offers the ability to invest in one or more asset allocation model strategies managed by MSWM (“Retirement Account Manager Strategy”). Based upon the information plan participants or the plan sponsors provide, including current age, expected age at retirement and risk tolerance, MSWM will recommend a If the Client chooses to provide plan participants with asset allocation model assistance, MSWM, in addition to fund selection and monitoring, will provide either strategic risk-based models or target date model portfolios, collectively, the “Models”. In both 6  Risk Relating to ETFs. There may be a lack of liquidity in certain ETFs which can lead to a large difference between the bid-ask prices (increasing the cost to you when you buy or sell the ETF). A lack of liquidity also may cause an ETF to trade at a large premium or discount to its net asset value. Additionally, an ETF may suspend issuing new shares and this may result in an adverse difference between the ETF’s publicly available share price and the actual value of its underlying investment holdings. At times when underlying holdings are traded less frequently, or not at all, an ETF’s returns also may diverge from the benchmark it is designed to track. Retirement Account Manager Strategy. Once plan participants have selected the Retirement Account Manager Strategy, MSWM will have discretion to determine the investment options available based upon the applicable recordkeeping platform. Over time the asset allocation model strategy selected will gradually shift its emphasis from more aggressive investments (i.e., equities) to more conservative investments (i.e., fixed income) based on the targeted time horizon to retirement. This shift occurs during quarterly portfolio rebalancing as the account progresses towards the targeted retirement age. In addition, if requested by the plan sponsor, MSWM shall select the qualified default investment option for the retirement plan. 10BAccount Opening To enroll in any program described in this Brochure, you must enter into the program client agreement (“Client Agreement”). 11Investment Restrictions The Client may impose reasonable restrictions on account investments. For example, you may restrict MSWM or the managers from buying specific securities, a category of securities (e.g., tobacco companies) or Fund shares. If you restrict a category of securities, we or the manager will determine which specific securities fall within the restricted category. In doing so, we or the manager may rely on research provided by independent service providers). Any restrictions you impose on individual securities will not be applied to Fund holdings since Funds operate in accordance with the investment objectives and strategies described in their prospectuses. Risks Relating to Money Market Funds. You could lose money in money market funds. Although money market funds classified as government funds (i.e., money market funds that invest 99.5% of total assets in cash and/or securities backed by the U.S government) and retail funds (i.e., money market funds open to natural person investors only) seek to preserve value at $1.00 per share, they cannot guarantee they will do so. The price of other money market funds will fluctuate and when you sell shares they may be worth more or less than originally paid. Money market funds may, and in certain circumstances, will impose a fee upon the redemption of fund shares. Please review your money market fund’s prospectus to learn more about the use of redemption or liquidity fees. In addition, if a money market fund that seeks to maintain a stable $1.00 per share experiences negative yields, it also has the option of converting its stable share price to a floating share price, or to cancel a portion of 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. Moreover, in some circumstances, money market funds may cease operations when the value of a fund drops below $1.00 per share. In that event, the fund’s holdings will likely be liquidated and distributed to the fund’s shareholders. This liquidation process can be prolonged and last for months. During this time, these funds would not be available to you to support purchases, withdrawals and, if applicable, check writing or ATM debits from your account. 12BTrade Confirmations, Account Statements and Performance Reviews Unless you have appointed another custodian in a program where you may do so, MSWM is the custodian and provides you with written confirmation of securities transactions, and account statements at least quarterly. You may waive the receipt of trade confirmations after the completion of each trade in favor of alternative methods of communication where available. You may also receive mutual fund prospectuses, where appropriate. We provide performance monitoring to clients with a frequency as requested by the client. Risks Relating to Master Limited Partnerships. Master Limited Partnerships (“MLPs”) are limited partnerships or limited liability companies whose interests (limited partnership or limited liability company units) are generally traded on securities exchanges like shares of common stock. Investments in MLPs entail different risks, including tax risks, than is the case for other types of investments. Currently, most MLPs operate in the energy, natural resources or real estate sectors. Investments in such MLP interests are subject to the risks generally applicable to companies in these sectors (including commodity pricing risk, supply and demand risk, depletion risk and exploration risk). Depending on the ownership vehicle, MLP interests are subject to varying tax treatment. Please see “Tax and Legal Considerations” below and any Fund prospectus, for more information. You may obtain any Fund prospectus by asking your Financial Advisor. 14BRisks All trading in an account is at your risk. The value of the assets held in an account is subject to a variety of factors, such as the liquidity and volatility of the securities markets. Investment performance of any kind is not guaranteed, and MSWM’s or a Financial Advisor’s past performance with respect to other accounts does not predict future performance with respect to any particular account. In addition, certain investment strategies that Financial Advisors may use in the program have specific risks, including those associated with investments in common stock, fixed income securities, American Depositary Receipts, Funds and the investments below. You should consult with your Financial Advisor regarding the specific risks associated with the investments in your account. Risks Relating to Funds that Primarily Invest in Master Limited Partnerships. In addition to the risks outlined above relating to Master Limited Partnerships, Funds that primarily invest in MLPs generally accrue deferred tax liability. The fund’s deferred tax liability (if any) is reflected each day in the fund’s net asset value. 7  As a result, the fund’s total annual operating expenses may be significantly higher than those of funds that do not primarily invest in Master Limited Partnerships. Please see the fund prospectus for additional information. and resulting higher risk due to concentration of trading authority when a single advisor is utilized; absence of information regarding valuations and pricing; complex tax structures and delays in tax reporting; less regulation and higher fees than mutual funds; and advisor risk. Alternative investment products may also have higher fees (including multiple layers of fees) compared to other types of investments. Risks Relating to Funds that Pursue Complex or Alternative Investment Strategies or Returns. These Funds may employ various investment strategies and techniques for both hedging and more speculative purposes such as short selling, leverage, derivatives and options, which can increase volatility and the risk of investment loss. Alternative investment strategies are not appropriate for all investors. Individual funds will have specific risks related to their investment programs that vary from fund to fund. For more details on these and other features and risks, please carefully read the documentation (including risk disclosures) relating to any selected Investment Product, as well as your Client Agreement. Risks Relating to Differing Classes of Securities. Different classes of securities have different rights as creditor if the issuer files for bankruptcy or reorganization. For example, bondholders’ rights generally are more favorable than shareholders’ rights in a bankruptcy or reorganization. You should also keep in mind that while mutual funds and ETFs may at times utilize non-traditional investment options and strategies, they have different investment characteristics from unregistered privately offered alternative investments. Because of regulatory limitations, mutual funds and ETFs may not invest in as broad a spectrum of investments as privately offered alternative investments. As a result, investment returns and portfolio characteristics of alternative mutual funds may vary from traditional hedge funds pursuing similar investment objectives. They are also more likely to have relatively higher correlation with traditional market returns than privately offered alternative investments. Moreover, traditional hedge funds have limited liquidity with long “lock-up periods allowing them to pursue investment strategies without having to factor in the need to meet client redemptions. On the other hand, mutual funds typically must meet daily client redemptions. This differing liquidity profile can have a material impact on the investment returns generated by a mutual fund pursuing an alternative investing strategy compared with a traditional hedge fund pursuing the same strategy. Non-traditional investment options and strategies are often employed by a portfolio manager to further a fund’s or ETFs investment objective and to help offset market risks. However, these features may be complex, making it more difficult to understand the fund’s or ETF’s essential characteristics and risks, and how it will perform in different market environments and over various periods of time. They may also expose the fund or ETF to increased volatility and unanticipated risks particularly when used in complex combinations and/or accompanied by the use of borrowing or “leverage”. to Alternative Tax and Legal Considerations Neither MSWM nor any of our affiliates provide tax or legal advice and, therefore, are not responsible for developing, implementing or evaluating any tax strategies that may be employed by the client. The client should develop any such strategies or address any legal or tax-related issues with a qualified legal or tax adviser. Investment in MLPs entails different risks, including tax risks, than is the case for other types of investments. Investors in MLPs hold “units” of the MLP (as opposed to a share of corporate stock) and are technically partners in the MLP. Holders of MLP units are also exposed to the risk that they will be required to repay amounts to the MLP that are wrongfully distributed to them. Almost all MLPs have chosen to qualify for partnership tax treatment. Partnerships do not pay U.S. federal income tax at the partnership level. Rather, each partner of a partnership, in computing its U.S. federal income tax liability, must include its allocable share of the partnership’s income, gains, losses, deductions, expenses and credits. A change in current tax law, or a change in the business of a given MLP, could result in an MLP being treated as a corporation for U.S. federal income tax purposes, which would result in such MLP being required to pay U.S. federal income tax on its taxable income. The classification of an MLP as a corporation for U.S. federal income tax purposes would have the effect of reducing the amount of cash available for distribution by the MLP and could cause any such distributions received by the an investor to be taxed as dividend income. If you have any questions about the tax aspects of investing into an MLP, please discuss with your tax advisor. investors, Investors in MLP portfolios will receive a Schedule K-1 for each MLP in the portfolio, so they will likely receive numerous Schedule K-1s. Investors will need to file each Schedule K-1 with their federal tax return. Also, investors in MLP portfolios may be required to file state income tax returns in states where the MLPs in the portfolio operate. Since some Schedule K-1s may not be provided until after the due date for the federal or state tax return, investors in MLP portfolios may need to obtain an extension for filing their federal or state tax returns. Please discuss with your tax advisor how an investment in MLPs will affect your tax return. Risks Relating Investments. Alternative investments have different features and risks from 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 investment products may place substantial limits on liquidity and the redemption rights of including only permitting withdrawals on a limited periodic basis and with a significant period of notice and may impose early withdrawal fees. Investing in alternative investments is intended 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, shortselling, 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 fund; potential lack of diversification 8  described above. It is possible that the hard dollar fee may exceed the maximum asset-based fees set forth below. Tax laws impacting MLPs may change, and this could impact any tax benefits that may be available through investment in an MLP portfolio. 15 Discretionary Services for Defined Contribution Participant- Directed Plans BFees Fees for the Institutional Services Program The fees for Discretionary Services for participant-directed plans are negotiable and are typically subject to a $1 million asset minimum. Full Discretion Services Asset Based Fee. The fees for the IS program are negotiable and are subject to a $10 million portfolio minimum. The standard fee schedule for the IS program is as follows: Account Asset Value Annual Fee On the first $5,000,000 1.35% When MSWM takes full discretion which includes discretion over manager selection, review and termination, asset allocation models and comprehensive monitoring of the client’s portfolio, the maximum asset-based fee is 1.25%. On the next $5,000, 000 0.80% Partial Discretion Services On the next $15,000,000 0.40% On the next $25,000,000 0.30% selection, review and On the next $50,000,000 0.20% On the next $100,000,000 0.10% When MSWM takes partial discretion, which includes discretion over manager termination, and comprehensive monitoring of the client’s funds, the maximum asset-based fee is 1.15%. Over $200,000,000 negotiable Core Market Fiduciary Program When MSWM takes full discretion which includes discretion over manager selection, review and termination, and comprehensive monitoring of the client’s portfolio for accounts, the maximum asset-based fee is 1.00%. Hard Dollar Fee. In addition, clients may select any of the services listed below. The fees are negotiable subject to an overall minimum engagement fee. General Fee Information • Historical analysis • Investment policy statements • Strategic asset allocation studies • Active asset allocation only Generally, fees for the programs described in this Brochure are based on the size of the account (assets under management) and are negotiable based on factors including the type and size of the account and the range of services provided by MSWM. In special circumstances, and with the client’s agreement, the fee charged to a client for an account may be more than the annual fees stated in the above section. • Asset liability analyses -Clients may contract directly with third party vendors for an asset liability analyses in which case MSWM will not commit to this service contractually or charge an additional fee. • Manager searches • Performance reporting services Defined Contribution Participant-Directed Plans Asset Based Fee. The fees for participant-directed plans are negotiable and subject to a minimum fee per relationship. The maximum asset-based fee is 1.00%. The fee is payable as described in the Client Agreement. Generally, unless specified to the contrary, for asset-based fees, the initial fee is due in full on the date you open your account at MSWM and is based on the market value of the account on that date. The initial fee payment covers the period from the opening date through (at your election) the last business day of the current quarter or the next full calendar quarter and is prorated accordingly. Thereafter, the fee is paid quarterly in advance based on the account’s market value on the last business day of the previous calendar quarter and is due the following business day. Unless the client elects to hold assets in custody at an outside custodian, the Client Agreement authorizes us to deduct fees when due from the assets contained in the account. If client elects a third party custodian, the client has the option of paying us directly or we can bill the custodian. Unless stated otherwise, generally for hard dollar fees, fees will be payable in advance. Hard Dollar Fee. In addition, for plans with a minimum of $10 million in assets, the client may select to pay the fees for services as a hard dollar fee based on equivalent asset based fee parameters You may terminate participation in the programs described in this Brochure at any time by giving written notice to MSWM. MSWM may (but is not obligated to) accept an oral notice of termination from you in lieu of the written notice. If participation in any of the programs described in this Brochure is terminated, 9  any advisory fees paid in advance will be refunded on a pro-rata basis. You should consider these and other differences when deciding whether to invest in an investment advisory or a brokerage account and, if applicable, which advisory programs best suit your individual needs. C. Additional Fees If you open an account in one of the programs described in this Brochure, you will pay us an asset-based fee for investment advisory services, custody of securities and trade execution with or through MSWM. The program fees do not cover: • the costs of investment management fees and other expenses charged by Funds (see below for more details) • Accounts Related for Billing Purposes. When two or more investment advisory accounts are related together for billing purposes, you can benefit even more from existing breakpoints. If you have two accounts, the “related” fees on Account #1 are calculated by applying your total assets (i.e. assets in Account #1 + assets in Account #2) to the Account #1 breakpoints. Because this amount is greater than the amount of assets solely in Account #1, you may have a greater proportion of assets subject to lower fee rates, which in turn lowers the average fee rate for Account #1. This average fee rate is then multiplied by the actual amount of assets in Account #1 to determine the dollar fee for Account #1. Likewise, the total assets are applied to the Account #2 breakpoints to determine the average fee rate for Account #2, which is then multiplied by the actual amount of assets in Account #2 to determine the dollar fee for Account #2. For more information about which of your accounts are grouped in a particular billing relationship, please contact your Financial Advisor. “mark-ups,” “mark-downs,” and dealer spreads (A) that MSWM or its affiliates, including MS&Co., may receive when acting as principal in certain transactions where permitted by law or (B) that other broker-dealers may receive when acting as principal in certain transactions effected through MSWM and/or its affiliates acting as agent, which is typically the case for dealer market transactions (e.g., fixed income, over-the-counter equity, and foreign exchange (“FX”) conversions in connection with purchases or sales of FX-denominated securities and with payments of principal and interest dividends on such securities); • Only certain accounts may be related for billing purposes, based on the law and MSWM’s policies and procedures. Even where accounts are eligible to be related under these policies and procedures, they will only be related if this is specifically agreed between you and the Financial Advisor. fees or other charges that you may incur in instances where a transaction is effected through a third party and not through us or our affiliates (such fees or other charges will be included in the price of the security and not reflected as a separate charge on your trade confirmations or account statements) to the requirements of ERISA in assessing • MSWM account establishment or maintenance fees for its Individual Retirement Accounts (“IRA”) and Versatile Investment Plans (“VIP”), which are described in the respective IRA and VIP account and fee documentation (which may change from time to time) • account closing/transfer costs • processing fees or • ERISA Fee Disclosure for Qualified Retirement Plans. In accordance with Department of Labor regulations under Section 408(b)(2) of ERISA, MSWM is required to provide certain information regarding our services and compensation to assist fiduciaries and plan sponsors of those retirement plans that are the subject reasonableness of their plan’s contracts or arrangements with us, including the reasonableness of our compensation. This information (the services we provide as well as the fees) is provided to you at the outset of your relationship with us and is set forth in your advisory contract with us (including the Fee table, other exhibits and, as applicable, this document), and then at least annually to the extent that there are changes to any investment- related disclosures for services provided as a fiduciary under ERISA. certain other costs or charges that may be imposed by third parties (including, among other things, odd-lot differentials, transfer taxes, foreign custody fees, exchange fees, supplemental transaction fees, regulatory fees and other fees or taxes that may be imposed pursuant to law). Other. A portion of the MSWM Fee will be paid to your Financial Advisor. See Item 4.D below (Compensation to Financial Advisors), for more information. B. Comparing Costs Cost comparisons are difficult because a particular service may not be offered in other CG programs. Depending on the level of trading and types of securities purchased or sold in your account, if purchased separately, you may be able to obtain transaction execution at a higher or lower cost at MSWM or elsewhere than the fee in these programs. However, such transactions could not be executed on a discretionary basis in a brokerage account. In addition, CG offers other programs where discretionary portfolio management is provided by third party investment managers and the fees in those programs may be higher or lower than the fees in these programs. Funds in Advisory Programs Investing in strategies that invest in mutual funds, closed-end funds and ETFs (collectively referred to in the Funds in Advisory Programs Section, “Funds”) may be more expensive than other investment options offered in your advisory account. In addition to our fee, you pay the fees and expenses of the Funds in which your account is invested. Fund fees and expenses are charged directly to the pool of assets the Fund invests in and are reflected in each Fund’s share price. These fees and expenses are an additional cost to you that is embedded in the price of the Fund, and therefore, are not included in the fee amount in your account statements. Each mutual fund and ETF expense ratio (the total amount of fees and expenses charged by the Fund) is stated in its prospectus. The expense ratio generally reflects the costs incurred by shareholders during the mutual fund’s or ETF’s most recent fiscal reporting period. Current and future expenses may differ from those stated in the prospectus. 10  You do not pay any sales charges for purchases of mutual funds in programs described in this Brochure. However, some mutual funds may charge, and not waive, a redemption fee on certain transaction activity in accordance with the policies described in the applicable prospectus. higher management fees, we have a conflict of interest to promote and recommend Funds that have higher management fees. In order to mitigate these conflicts, Financial Advisors and their Branch Managers do not receive additional compensation as a result of the fees and data analytics payments received by Morgan Stanley. Other Compensation. Morgan Stanley or its affiliates receive, from certain Funds, compensation in the form of commissions and other fees for providing traditional brokerage services, including related research and advisory support, and for purchases and sales of securities in Fund portfolios. We and/or our affiliates also receive other compensation for certain Funds for financial services performed for the benefit of such Funds, including but not limited to providing stand-by liquidity facilities. Providing these services may give rise to a conflict of interest for Morgan Stanley or its affiliates to place their interests ahead of those of the Funds by, for example, increasing fees or curtailing services, particularly in times of market stress. Morgan Stanley prohibits linking the determination of the amount of brokerage commissions and/or fees charged to a Fund to the aggregate values of our overall Fund-share sales, client holdings of the Fund or to offset the revenue-sharing, administrative service fees, expense reimbursement and data analytics fees described above. Financial Advisors and their Branch Managers receive no additional compensation as a result of these payments received by Morgan Stanley. Expense Payments and Fees for Data Analytics. MSWM provides Fund families with opportunities to sponsor meetings and conferences and grants them access to our branch offices and Financial Advisors for educational, marketing and other promotional efforts. Some Fund representatives work closely with our branch offices and Financial Advisors to develop business strategies and support promotional events for clients, prospective clients and educational activities. Some Fund families or their affiliates will reimburse MSWM for certain expenses incurred in connection with these promotional efforts, client seminars, and/or training programs. Fund families independently decide if and what they will spend on these activities, with some Fund families agreeing to make substantial annual dollar amount expense reimbursement commitments. 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. For more information regarding the payments MSWM receives from Fund families, please refer to the brochures titled “Mutual Fund Features, Share Classes and Compensation” and “ETF Revenue Sharing, Expense Payments and Data Analytics” (together, the “Mutual Fund and ETF Brochures”), which can be found at https://www.morganstanley.com/dislclosures. The Mutual Fund and ETF Brochures are also available from your Financial Advisor on request. In addition, we generally seek to be reimbursed for the associated operational and/or technology costs of adding an/or maintaining Funds on our platform. These flat fees are paid by Fund sponsors or other affiliates (and not the Funds). Financial Advisors and their Branch Managers do not receive compensation for recommending Funds that have reimbursed Morgan Stanley for our costs. Fund family representatives are allowed to occasionally give nominal gifts to Financial Advisors, and to occasionally entertain Financial Advisors (subject to an aggregate entertainment limit of $1,000 per employee per fund family per year). MSWM’s non- cash compensation policies set conditions for each of these types of payments, and do not permit any gifts or entertainment conditioned on achieving any sales target. MSWM also provides Fund families with the opportunity to purchase data analytics regarding Fund sales. The amount of the fee depends on the level of data. ETF sponsors also can purchase transactional data for a separate fee. Additional fees apply for those Fund families that elect to purchase supplemental data analytics regarding financial product sales at MSWM. For more information regarding these payments, please refer to the Mutual Fund and ETF Brochures described above. Affiliated Funds. Certain Funds are sponsored or managed by, or receive other services from, MSWM and its affiliates, which include, but are not limited to, Morgan Stanley Investment Management, Eaton Vance, Boston Management and Research, Calvert Research and Management, Atlanta Capital Management Company and Parametric Portfolio Associates. MSWM or the affiliated sponsor (or other service provider) receives additional investment management fees and/or other fees from these Funds. Therefore, MSWM has a conflict to recommend MSWM proprietary and/or affiliated Funds. In order to mitigate this receive additional conflict, Financial Advisors do not compensation for recommending proprietary and/or affiliated funds. Additionally, affiliated Funds and sponsors are subject to the same economic arrangements with MSWM as those that MSWM has with third-party Funds. MSWM’s affiliates have entered into administrative services and revenue sharing agreements with MSWM as described above. To the extent that affiliated Funds are offered to and purchased by Retirement Accounts, the advisory fee on any such account will be reduced, or offset, by the amount of the fund management fee, shareholder servicing fee and distribution fee we, or our affiliates, may receive in connection with such Retirement Account’s investment in such affiliated managed fund. Conflicts of Interest regarding the Above-Described Fees Expense Payments and Fees for Data Analytics. The above described fees present a conflict of interest for Morgan Stanley and our Financial Advisors to promote and recommend those Funds that make rather than other eligible investments that do not make these or similar payments. Further, in aggregate, we receive significantly more support from participating revenue sharing sponsors and mutual funds that pay administrative services fees with the largest client holdings at our firm, as well as those sponsors that provide significant sales expense payments and/or purchase data analytics. This in turn could lead Morgan Stanley and/or our Financial Advisors and Branch Managers to focus on those Fund families. In addition, since our revenue sharing support fee program utilizes rates that are higher for Funds with 11  assets in the account and the following sections on cash sweeps will apply to you. Mutual Fund Share Classes. Mutual funds typically offer different ways to buy fund shares. Some mutual funds offer only one share class while most funds offer multiple share classes. Each share class represents an investment in the same mutual fund portfolio, but assesses different fees and expenses. Many mutual funds have developed specialized share classes designed for various advisory programs (“Advisory Share Classes”). In general, Advisory Share Classes are not subject to either sales loads or ongoing marketing, distribution and/or service fees (often referred to as “12b-1 fees”), although some may assess fees for record keeping and related administrative services, as disclosed in the applicable prospectus. MSWM typically utilizes Advisory Share Classes that compensate MSWM for providing such recordkeeping and related administrative services to its advisory clients. However, our fees for these services are rebated to clients. If you wish to purchase other types of Advisory Share Classes, such as those that do not compensate intermediaries for record keeping and administrative services, which may carry lower overall costs, and would thereby increase your investment return, you will need to do so directly with the mutual fund or through an account at another financial intermediary. Cash Sweeps When MSWM Acts As Custodian Generally, some portion of your account will be held in cash. If MSWM acts as custodian for your account, it will effect “sweep” transactions of free credit balances in your account into interest- bearing deposit accounts (“Deposit Accounts”) established under the Bank Deposit Program (“BDP”). For most clients, BDP will be the only available cash sweep. The interest rates for BDP in your account will be tiered based upon the value of the BDP balances across your brokerage and advisory accounts. The BDP assets in your advisory accounts receive separate interest rates from deposits in your brokerage accounts and are set forth in: https://www.morganstanley.com/wealth-general/ratemonitor. Generally, the rate on BDP will be lower than the rate on other cash alternatives. In limited circumstances, such as clients ineligible for BDP or where MSWM otherwise elects, MSWM may sweep some or all of your cash into money market mutual funds (each, a Money Market Fund”). These Money Market Funds are managed by Morgan Stanley Investment Management Inc. or another MSWM affiliate. It is important to note that free credit balances and allocations to cash including assets invested in sweep investments are included in your account’s fee calculation hereunder. Please note, we may offer non-Advisory Share Classes of mutual funds (i.e., those that are subject to 12b-1 fees) if, for example, a fund does not offer an Advisory Share Class that is equivalent to those offered here. In such instance, MSWM will rebate directly to the clients holding such fund any such 12b-1 fees that we receive. Once we make an Advisory Share Class available for a particular mutual fund, clients can only purchase the Advisory Share Class of that fund. If your account is a Retirement Account, you should read Exhibit B to this Brochure, entitled “Affiliated Money Market Funds Fee Disclosure Statement and Float Disclosure Statement”. If you hold non-Advisory Share Classes of mutual funds in your advisory account or seek to transfer non-Advisory Share Classes of mutual funds into your advisory account, MSWM (without notice to you) will convert those shares to Advisory Share Classes to the extent they are available. This will typically result in your shares being converted into a share class that has a lower expense ratio, although exceptions are possible. Subject to limited exceptions, any fees that you pay while holding non-Advisory Share Classes (e.g., sales loads, 12b-1 fees, etc.) will not be offset, rebated or refunded to you when your non-Advisory Share Class is converted into an Advisory Share Class. MSWM, acting as your custodian, will effect sweep transactions only to the extent permitted by law and if you meet the eligibility criteria. Under certain circumstances (as described in the Bank Deposit Program Disclosure) eligible deposits in BDP may be sent to non-affiliated Program Banks (; this additional feature may provide enhanced FDIC coverage to you as well as funding value benefits to the Morgan Stanley Sweep Banks. For eligibility criteria applicable to this additional feature and BDP generally, please refer to the Bank Deposit Program Disclosure Statement which is available at: http://www.morganstanley.com/wealth- investmentstrategies/pdf/BDP_disclosure.pdf. On termination of your advisory account for any reason, or the transfer of mutual fund shares out of your advisory account, we may convert any Advisory Share Classes of funds into a share class that is available in non-advisory accounts or we may redeem these fund shares. Non-Advisory Share Classes generally have higher operating expenses than the corresponding Advisory Share Class, which will increase the cost of investing and negatively impact investment performance. Custody MSWM does not act as custodian. If you retain a custodian other than MSWM, your outside custodian will advise you of your cash sweep options and, as described in the Client Agreement, you will have the option of instructing us on whether you want the fee billed to you directly or to the outside custodian selected by you, and the following sections on cash sweeps will not apply to you. Conflicts of Interest Regarding Sweep Investments. If BDP is your sweep investment, you should be aware that the Sweep Banks, which are affiliates of MSWM, will pay MSWM an annual account-based flat fee for the services performed by MSWM with respect to BDP. MSWM and the Sweep Banks will review such fee annually and, if applicable, mutually agree upon any changes to the fee to reflect any changes in costs incurred by MSWM. Your Financial Advisor will not receive a portion of these fees or credits. In addition, MSWM will not receive cash compensation or credits in connection with the BDP for assets in the Deposit Accounts for Retirement Accounts. Also, the affiliated Sweep Banks have the opportunity to earn income on the BDP assets through lending activity, and that income is usually significantly greater than the fees MSWM earns on affiliated Money Market Funds. Thus, in its capacity as custodian, MSWM has a conflict of interest in connection with BDP being the default sweep, rather than an eligible Money Market Fund. MSWM acts as custodian. Unless you instruct us otherwise, MSWM will maintain custody of all cash, securities and other 12  (or another MSWM affiliate) will If your cash sweeps vto a Money Market Fund, you understand that MSIM receive compensation, including management fees and other fees, for managing the Money Market Fund. In addition, we receive compensation from such Money Market Funds at rates that are set by the funds’ prospectuses and currently range, depending on the program in which 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 Fund assets held by our clients. Please review your Money Market Fund’s prospectus to learn more about the compensation we receive from such funds. In addition, MSWM, the Sweep Banks and their affiliates receive other financial benefits in connection with the BDP. Through the BDP, each Sweep Bank will receive a stable, cost-effective source of funding. Each Sweep Bank intends to use deposits in the Deposit Accounts at the Sweep Bank to fund current and new businesses, including lending activities and investments. The profitability on such loans and investments is generally measured by the difference, or “spread,” between the interest rate paid on the Deposit Accounts at the Sweep Banks and other costs of maintaining the Deposit Accounts, and the interest rate and other income earned by the Sweep Banks on those loans and investments made with the funds in the Deposit Accounts. The cost of funds for the Morgan Stanley Sweep Banks of deposits through the sweep program in ordinary market conditions is lower than their cost of funds through some other sources, and the Morgan Stanley Sweep Banks also receive regulatory capital and liquidity benefits from using the sweep program as a source of funds as compared to some other funding sources. The income that a Sweep Bank will have the opportunity to earn through its lending and investing activities in ordinary market conditions is greater than the fees earned by us and our affiliates from managing and distributing the money market funds available to you as a sweep investment. We have a conflict of interest as we have an incentive to only offer affiliated Money Market Funds in the Cash Sweep program, as MSIM (or another MSWM affiliate) will receive compensation for managing the Money Market Fund. We also have a conflict of interest as we offer those affiliated funds and share classes that pay us more compensation than other funds and share classes. You should understand these costs because they decrease the return on your investment. In addition, we receive additional payments from Morgan Stanley Investment Management Inc. in the event a Money Market Fund waives its certain fees in a manner that reduces the compensation that we would otherwise receive. We either rebate to clients or do not receive compensation on sweep Money Market Fund positions held in our fee-based advisory account programs. Unless your account is a Retirement Account, the Fee will not be reduced by the amount of the Money Market Fund’s applicable fees. For additional information about the Money Market Fund and applicable fees, you should refer to each Money Market Fund’s prospectus. Morgan Stanley has added Program Banks to the BDP in order to maximize the funding value of the deposits in BDP 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 considerations of 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. .In return for receiving deposits through BDP, the Program Banks provide other deposits to the Morgan Stanley Sweep Banks. This reciprocal deposit relationship provides a low-cost source of funding, and capital and liquidity benefits to both the Program Banks and the Morgan Stanley Sweep Banks. The Program Banks pay a fee to a Program Administrator in connection with the reciprocal deposits, but the cost of that fee is not borne directly by Morgan Stanley clients. D. Compensation to Financial Advisors If you invest in one of the programs described in this Brochure, a portion of the fees payable to us in connection with your account is allocated on an ongoing basis to Financial Advisors. The amount allocated to your Financial Advisor in connection with accounts opened in programs described in this Brochure may be more than if you participated in other MSWM investment advisory programs, or if you paid separately for investment advice, brokerage and other services. Your Financial Advisor may therefore have a financial incentive to recommend one of the programs in this Brochure instead of other MSWM programs or services. If you invest in one of the programs described in this Brochure, MSWM may charge a fee less than the maximum fee stated above. The amount of the fee you pay is a factor we use in calculating the compensation we pay your Financial Advisor. Therefore, Financial Advisors have a financial incentive not to reduce fees. 3BItem 5: Account Requirements and Types of Clients The Morgan Stanley Sweep Banks have discretion in setting the interest rates paid on deposits received through BDP, and are under no legal or regulatory requirement to maximize those interest rates. The Morgan Stanley Sweep Banks and the Program Banks can and sometimes do pay higher interest rates on some deposits they receive directly than they pay on deposits received through BDP. This discretion in setting interest rates creates a conflict of interest for the Morgan Stanley Sweep Banks. The lower the amount of interest paid to customers, the greater is the “spread” earned by the Morgan Stanley Sweep Banks on deposits through the Program, as explained above. By contrast, money market funds (including Morgan Stanley affiliated money market funds) have a fiduciary duty to seek to maximize their yield to investors, consistent with their disclosed investment and risk- management policies and regulatory constraints. MSWM offers its services under this Brochure to corporations, Taft Hartley funds, endowments, and foundations, public and private retirement plans funds including 401(k) plan sponsors, If cash sweeps to a Money Market Fund, as available, then the account, as well as other shareholders of the Money Market Fund, will bear a proportionate share of the other expenses of the Money Market Fund in which the account’s assets are invested. 13  non-qualified deferred compensations plans, family offices and high net worth individuals. Investment Products are placed on the Focus List if they meet the required standards for Focus List status. 4BItem 6: Portfolio Manager Selection and Evaluation A. GIMA periodically reviews Investment Products on the Focus List. GIMA considers a broad range of factors (which may include investment performance, staffing, operational issues and financial condition). Among other things, GIMA personnel interview each manager or Fund periodically to discuss these matters. GIMA may also review the collective performance of a composite of the MSWM accounts managed by a manager/Fund and compare this performance to overall performance data provided by the manager/Fund, and then investigate any material deviations. Selection and Review of Portfolio Managers and Funds for the Programs In IS we offer a wide range of investment products (including managers, mutual funds and ETFs) that we have selected and approved. This Item 6.A describes more generally how we select and terminate Investment Options from these programs. If managers have more than one strategy, we may include only some of those strategies in the programs described in this Brochure, may carry different strategies in different programs, and assign different statuses to different strategies. Please refer to the discussion in Item 4 A. for a complete description of the programs. MSWM’s Global Investment Manager Analysis Group Approved List. Investment Products provide GIMA with relevant documentation on the strategy being evaluated, which may include an RFI, sample portfolios, asset allocation histories, the applicable Form ADV, past performance information and marketing literature. Additional factors for consideration may include personnel depth, turnover and experience; investment process; business and organizational characteristics; and investment performance. GIMA personnel may also interview the Sub-Manager or Fund and its key personnel, typically via conference call. GIMA evaluates Investment Products. GIMA may delegate some or all of its functions to an affiliate or third party. Investment Products may only participate in the CES program if they are on GIMA’s Focus List or Approved List discussed below. You may obtain these lists from your Financial Advisor. In each program, only some of the Investment Products may be available. Based on the above, GIMA then determines whether the manager meets the standards for Approved List status. Approved List managers meet an acceptable due diligence standard based upon GIMA's evaluation. GIMA continuously evaluates Investment Products on the Approved List and Focus List. As well as requiring Investment Products to be on the Focus List or Approved List, we look at other factors in determining which Investment Products we offer in these programs, including: • program needs (such as whether we have a sufficient number of Investment Products available in an asset class) • client demand and • the manager’s or Fund’s minimum account size. Changes in Status from Focus List to Approved List. GIMA may determine that an Investment Product no longer meets the criteria for the Focus List, but meets the criteria for the Approved List. If so, MSWM generally notifies program clients regarding such status changes on a quarterly basis. We automatically terminate Investment Products in the CES program if GIMA downgrades them to “Not Approved.” We may terminate Investment Products from these programs for other reasons (i.e.., the Investment Product has a low level of assets under management in the program, the Investment Product has limited capacity for further investment, or the Investment Product is not complying with our policies and procedures). Changes in Status to Not Approved. GIMA may determine that an Investment Product no longer meets the criteria for either the Focus List or Approved List and therefore the Investment Product will no longer be recommended in MSWM investment advisory programs. We notify affected clients of these downgrades. You cannot retain a downgraded manager or Fund in your accounts and must select a replacement from the Approved List or Focus List that is available in the program, if you wish to retain the program’s benefits in respect of the affected assets. In some circumstances, you may be able to retain terminated Investment Products in another advisory program or in a brokerage account subject to the regular terms and conditions applying to that program or account. Ask your Financial Advisor about these options. Focus List. The Focus List status indicates GIMA's high confidence level in the overall quality of the investment option and its ability to outperform applicable benchmarks over a full market cycle. To be considered for the Focus List, Investment Products provide GIMA with relevant documentation on the strategy being evaluated, which may include a Request for Information (“RFI”), asset allocation histories, its Form ADV (the form that investment managers use to register with the SEC), past performance information and marketing literature. Additional factors for consideration may include personnel depth, turnover and experience, investment process, business and organization characteristics and investment performance. GIMA personnel may also interview the manager or Fund and its key personnel, and examine its operations. Following this review process, MSWM generally specifies a replacement Investment Product for a terminated Investment Product (as discussed in Item 4.A above). In selecting the replacement Investment Product, GIMA generally looks for an Investment Product in the same asset class, and with similar attributes and holdings to the terminated Investment Product. 14  (For Participant-Directed Plans only) Evaluation of Material Changes to Investment Products. If GIMA learns of a material change to an Investment Product (e.g., the departure of an Investment Manager or Manager Team), MSWM, an affiliate or a third party retained by MSWM or an affiliate, will evaluate the Investment Product in light of the change. This evaluation may take some time to complete. While this evaluation is being performed, the Investment Product will remain eligible for the IS program. The GIMA designation (Focus List or Approved List) for the Investment Product will not be altered solely because this evaluation is in progress. MSWM will not necessarily notify clients of any such evaluation. In addition to the mutual funds and ETFs that appear on the Focus List and Approved List of GIMA described above, for clients in the Institutional Services program for Participant-Directed Plans, funds may be “approved” for the program in an alternate manner, as well. MSWM applies a proprietary screening process to funds in the Morningstar mutual fund database, which it applies in part using third party software. The screening algorithm, applied quarterly, is based on factors such as performance, ranking, stewardship grade, fees and manager tenure. Funds subject to this process are either approved or not approved for use in the Institutional Services program for Participant-Directed Plans. MSWM does not maintain a Watch List for these funds equivalent to GIMA’s Watch List. Selection of Alternative Investments Watch Policy. GIMA has a “Watch” policy for Investment Products on the Focus List and Approved List. Watch status indicates that, in reviewing an Investment Product, GIMA has identified specific areas of the manager’s or Fund’s business that (a) merit further evaluation by GIMA and (b) may, but are not certain to, result in the Investment Product becoming “Not Approved.” Putting an Investment Product on Watch does not signify an actual change in GIMA opinion nor is it a guarantee that GIMA will downgrade the Investment Product. The duration of a Watch status depends on how long GIMA needs to evaluate the Investment Product and for the Investment Product to address any areas of concern. For additional information, ask your Financial Advisor for a copy of GIMA’s Watch Policy. Managers may only participate in the IS program if they are on MSWM’s Alternatives Approved List (described below). Managers often offer more than one alternative investment and we may include only some of those alternative investments (or only certain share classes of such alternative investment) in our programs, may carry different alternative investments (or share classes) in different programs, and assign different statuses to different alternative investments. Tactical Opportunities List. GIMA also has a Tactical Opportunities List. This consists of certain Investment Products on the Focus List or Approved List recommended for investment at a given time based in part on then-existing tactical opportunities in the market. As well as requiring alternative investments to be on the Alternatives Approved List or Approved List, we look at other factors in determining which alternative investments we offer in these programs, including program needs (such as whether we have a sufficient number of managers available in an asset class), and client demand. Other Relationships with Managers and Funds. Some managers and Funds on the Approved List or Focus List may have business relationships with us or our affiliates. For example, a manager or Fund may use MS&Co. or an affiliate as its broker or may be an investment banking client of MS&Co. or an affiliate. GIMA does not consider the existence or lack of a business relationship in determining whether to include or maintain a manager or Fund on the Approved List or Focus List. Graystone MAP Due Diligence the AIPRC In the programs, investment and business risk due diligence on alternative investments is provided by MSWM through (i) GIMA, (ii) an affiliate of MSWM that may provide due diligence and monitoring services, or (iii) an independent, third-party consulting firm or other organization retained by MSWM and approved by the AIPRC (“Due Diligence Provider”) that is also in the business of evaluating the capabilities of alternative investments. Any firm providing due diligence is expected to follow a methodology similar to that used by AIR (described below) or a methodology approved by in reviewing such alternative investments. Managers offered in MAP are reviewed by Graystone Consulting and approved by GIMA. information provided by Funds’ The reviewing Select Graystone Consulting teams conduct due diligence on Funds using investment managers or outside independent databases, all unaffiliated with MSWM. team performs qualitative and quantitative due diligence on prospective managers to identify recommended candidates for submission to GIMA, which reviews the manager and, approves the manager. The reviewing team generally conducts periodic follow-up due diligence on approved managers (including follow-up interviews with the manager). Once a manager has been approved by GIMA, it is available for the IS Program and certain other clients. DC Investment Consulting Fund Screening On an ongoing basis, the Due Diligence Provider conducts both quantitative and qualitative research on potential candidates. Their research includes, among other things, a review of relevant documents, calls and meetings with the investment team, and an analysis of investment performance. Generally, although the process may be modified for a particular manager or alternative investment as the Due Diligence Provider may deem appropriate, the Due Diligence Provider will typically also conduct on-site visits, review a separate business risk due diligence questionnaire and examine areas such as portfolio pricing, contingency planning, background checks on key principals and other items. Their due diligence covers the alternative investment in question, not the investments in which that alternative investment may in turn invest. For example, for a fund of funds, AIR’s research process is applied to the fund of funds, and not to each individual fund in which the fund of funds invests. Also, when evaluating 15  performance calculation system against the firm’s books and records, and reviewing client accounts & positions where the calculated returns deviate from established thresholds. portfolio managers that may be recommended to clients to provide portfolio services, the due diligence typically covers the portfolio manager, not the investments which that portfolio manager may recommend. consists of For alternative investments, GIMA does not calculate composite manager performance in the programs. Neither MSWM nor a third party reviews performance information to determine or verify its accuracy or its compliance with presentation standards and therefore performance information may not be calculated on a uniform or consistent basis. Generally, the manager of the alternative investment determines the standards used to calculate performance data. If a new alternative investment is viewed as an appropriate candidate by the Due Diligence Provider, the vehicle is presented to an MSWM alternative investment product review committee (“AIPRC”). The AIPRC senior MSWM representatives who are mandated to approve proposed candidates and reconfirm existing vehicles on a periodic basis. Once a new alternative investment is approved by the AIPRC, and all required due diligence materials are verified, it receives an “Approved” status, is placed on the Alternatives Approved List, a list of alternative investment vehicles in which qualified clients may invest, and is available for allocations to qualified clients on a Certain Alternatives placement and/or advisory basis. Investments on the Alternatives Approved List are available to qualified clients in the programs. For alternative investments, valuations used for account statement purposes and billing purposes, and for any performance reports, are obtained from the manager of each selected Investment Option. These valuations (and any corresponding benchmark index values) may be estimates, may be several weeks old as of the dates MS&Co. produces your account statements/reports and calculates your fees and, in the case of index values, may be based on information from multiple sources. The final performance figures for the applicable period may be higher or lower, and MSWM is under no obligation to provide notice of, or compensation to, clients for any difference in performance. Ongoing monitoring of managers and investment vehicles on the Alternatives Approved List is provided by the Due Diligence Provider. In addition to manager-specific monitoring, the reviewer monitors overall market conditions in their specific strategies of expertise. downgrades the alternative investment investment vehicle from MSWM may remove alternative investments from the programs if GIMA or the Due Diligence Provider of the alternative investment to “Terminate”. We may also terminate managers from these programs for other reasons (e.g., the manager has a low level of assets under management in the program, the manager has limited capacity for further investment, or the manager is not complying with our policies and procedures). Also, GIMA’s head of research can remove an alternative the Alternatives Approved List without consulting the AIPRC, but all actions must be assessed by the AIPRC at the next meeting. If you invest in a fund of funds, your account documents may use the HFRI Fund of Funds as a benchmark. The FoF Composite consists of over 800 domestic and offshore funds of hedge funds that have at least $50 million under management or have been actively trading for at least 12 months. It is equally weighted on a fund by fund basis and fund assets are reported in USD on a net of fees basis. It is updated three times a month and the current month’s and the prior three months’ values are subject to change. MSWM is not obligated to notify you of any such changes. The FoF Composite values are likely to be more up-to-date than the data for the selected Investment Options for which it is the benchmark. You cannot invest in the FoF Composite. For more information see https://www.hedgefundresearch.com. Conflicts of Interest B. Advisory vs. Brokerage Accounts. MSWM and your Financial Advisor may earn more compensation if you invest in a program described in this Brochure than if you open a brokerage account to buy individual securities (although, in a brokerage account, you may not receive all the benefits of the programs described in the Brochure). In such instance, your Financial Advisors and MSWM therefore have a financial incentive to recommend one of these programs described in this Brochure. We address this conflict of interest by disclosing it to you and by requiring Financial Advisors’ supervisors to review your account at account-opening to ensure that it is appropriate for you in light of matters such as your investment objectives and financial circumstances. Watch Policy. MSWM has a “Watch” policy for alternative investments on the Approved List. Watch status indicates that, in reviewing an alternative investment, GIMA or the Due Diligence Provider has identified specific areas related to the alternative investment, the manager of the alternative investment, or the markets in general that (i) merit further evaluation by GIMA or the Due Diligence Provider and (ii) may, but are not certain to, result in the removal of the alternative investment from the “Approved List”. Putting an alternative investment on Watch does not signify an actual change in GIMA opinion nor is it a guarantee that AIR will remove the alternative investment. The duration of a Watch status depends on how long GIMA needs to evaluate the reason for the status change, which may include, among things, an evaluation of the markets, the alternative investment, and the manager of the alternative investment. 17BCalculating Portfolio Managers’ Performance In the programs described in this Brochure, we calculate performance using a proprietary system. for client accounts, which Payments from Managers. Managers may also sponsor their own educational conferences and pay expenses of Financial Advisors attending these events. MSWM’s policies require that the training or educational portion of these conferences comprises substantially the entire event. Managers may sponsor educational meetings or seminars in which clients as well as Financial Advisors are invited to participate. MSWM’s Performance Reporting Group reviews performance includes daily information reconciliation of positions reported in the firm’s proprietary 16  in the programs in this Brochure, your Financial Advisor will not receive any portion of the HedgePremier Administrative Servicing Fee. Managers are allowed to occasionally give nominal gifts to Financial Advisors, and to occasionally entertain Financial Advisors, subject to a limit of $1,000 per employee per year. MSWM’s non-cash compensation policies set conditions for each of these types of payments, and do not permit any gifts or entertainment co n d i t io n e d o n a c h i e v i n g a s a l e s t a r g e t . We address conflicts of interest by ensuring that any payments described in this “Payments to Managers” section do not relate to any particular transactions or investment made by MSWM clients with managers. Managers participating in programs described in this Brochure are not required to make any of these types of payments. The payments described in this section comply with FINRA rules relating to such activities. Please see the discussion under “Funds in Advisory Programs” in Item 4.C for more information. Platform Fees and Sponsor Fees – Illiquid Feeders. If you make an investment in a private equity, private credit or private real estate feeder fund (the “Illiquid Feeders”) established by an affiliate of Institutional Capital Network, Inc. (“iCapital”), MSWM be paid an Administrative Services Fee of up to 0.08% per annum of the applicable fee base (as described in the offering memorandum for each Illiquid Feeder). The Administrative Services Fee is intended to compensate MSWM for certain investor servicing support provided in respect of investors in each of these Illiquid Feeders. The amount of the Administrative Services Fee may be reduced under certain circumstances – if reduced, such reduction will be paid to iCapital Strategies LLC, the third party general partner or administratior, as applicable, of the relevant Illiquid Feeder. Payments from Mutual Funds. Please see the discussion of payments from fund companies under “Funds in Advisory Programs” in Item 4.C. Finally, an affiliate of MSWM has made an investment in iCapital. As a result, MSWM has an indirect interest in the increased profitability of iCapital through the promotion of its feeder fund business. Payments from Managers of Alternative Investments. Managers of alternative investments offered in the programs described in this Brochure may agree to pay us additional fees. We have a conflict of interest in offering alternative investments because we or our affiliates earn more money in your account from your investments in alternative investments than from other investment options. However, in cases where we receive a portion of the management fee paid by you to a manager of an alternative investment and we charge a program fee under the programs in this Brochure, we credit such fee to your account (excluding the program participation and administrative service fees described below, as applicable). Also, we do not share this money with your Financial Advisor (i.e. the compensation we pay to your Financial Advisor is not affected by the payments we receive from the alternative investments). Therefore, your Financial Advisor does not have a resulting incentive to buy alternative investments in your account, or to buy certain alternative investments rather than other alternative investments in any of the programs in this Brochure. Oversubscripton Policy. From time to time, MSWM may have limited access to opportunities to place clients in, or recommend client to, alternative investments, particularly in the case of certain private equity and real estate opportunities. Under these circumstances, when MSWM aggregate client subscriptions for an alternative investment exceed the capacity given to MSWM by the alternative investment manager, the alternative investment will be oversubscribed. Where an alternative investment is oversubscribed, MSWM will reduce MSWM employee orders in the first instance as a general matter which may result in MSWM reducing an employee’s commitment to the oversubscribed alternative investment to zero. If the alternative investment remains oversubscribed after a reduction in employee orders, MSWM will reduce client orders on a pro rata basis to address the oversubscription of the alternative investment until MSWM capacity is met. MSWM is not required to allot or prioritize a client for any additional capacity that may become available following the client’s subscription for your reduced amount in such alternative investment. MSWM may change its policy to ensure that the process, as it relates to its advisory clients, remains fair, equitable and consistent with its fiduciary duty to such clients. Servicing Fee”). Affiliate Acting as Portfolio Manager. Where permitted by law, (except for plan accounts), an affiliate of MSWM may have been selected to act as the manager for one or more your investments. Where this occurs, we or our affiliates earn more money than from other investment options. MSWM and the Financial Advisor are also likely to earn more compensation if you invest in a program described in this Brochure than if you open a brokerage account to buy individual securities. from any investor These relationships create a conflict of interest for us or our affiliates as there is a financial incentive to recommend the investments. We address this conflict of interest by disclosing it to you and by requiring Financial Advisors’ supervisors to review your account at account-opening to ensure that it is appropriate HedgePremier Program Participation Fees. If you make an investment in a HedgePremier Feeder as a consulting client, you will be subject to a program participation fee (“Program Participation Fee”), a portion of which will be paid to MSWM or its affiliate as an ongoing administrative servicing fee (the Such “HedgePremier Administrative HedgePremier Administrative Servicing Fee is intended to compensate MSWM for certain investor servicing support provided in respect of investors in the HedgePremier Feeder. Depending on the aggregate net asset value of the HedgePremier Feeders, MSWM will receive a HedgePremier Administrative Servicing Fee of up to 0.10% per annum from investors with an aggregate amount invested in HedgePremier Feeders (minus redemptions or withdrawals) (the “Aggregate Invested”) of less than $5,000,000. MSWM will not receive a HedgePremier Administrative Servicing Fee in a HedgePremier Feeder with an Aggregate Invested of $5,000,000 or greater, although such investment will still be subject to the applicable Program Participation Fee. The Program Participation Fee and, as such, the HedgePremier Administrative Servicing Fee, are not charged to certain retirement accounts. While you remain 17  for you in light of matters such as your investment objectives and financial circumstances. and range of clients to which such services are rendered is such that it would be inadvisable to exclude categorically all of these companies from an account. Accordingly, it is likely that securities in an account will include some of the securities of companies for which MS&Co., MSWM, investment managers and their affiliates perform investment banking or other services. MSWM as Placement Agent. MSWM also acts a placement agent for certain alternative investments whereby such investments are available through MSWM on a non-advisory basis. When an alternative investment is purchased on a placement basis, different terms and conditions, including different fee arrangements, may apply. For example, when a client invests on a placement basis, they do not pay an ongoing advisory fee, however, they pay an upfront placement fee and the program manager receives a higher program participation fee which is shared with MSWM and its Financial Advisors. A Client investing on an advisory basis may pay higher fees, in the aggregate, than if such investment had been made on a placement basis. Restrictions on Securities Transactions. There may be periods during which MSWM or investment managers are not permitted to initiate or recommend certain types of transactions in the securities of issuers for which MSWM or one of its affiliates is performing broker-dealer or investment banking services or has confidential or material non-public information. Furthermore, in certain investment advisory programs, MSWM may be compelled to forgo trading in, or providing advice regarding, Morgan Stanley securities, and in certain related securities. These restrictions may adversely impact your account performance. Different Advice. MSWM and its affiliates may give different advice, take different action, receive more or less compensation, or hold or deal in different securities for any other party, client or account (including their own accounts or those of their affiliates) from the advice given, actions taken, compensation received or securities held or dealt for your account. MSWM, the managers and their affiliates may also develop analyses and/or evaluations of securities sold in a program described in this Brochure, as well as buy and sell interests in securities on behalf of its proprietary or client accounts. These analyses, evaluations and purchase and sale activities are proprietary and confidential, and MSWM will not disclose them to clients. MSWM may not be able to act, in respect of clients’ account, on any such information, analyses or evaluations. MSWM, investment managers and their affiliates are not obligated to effect any transaction that MSWM or a manager or any of their affiliates believe would violate federal or state law, or the regulations of any regulatory or self-regulatory body. Trading or Issuing Securities in, or Linked to Securities in, Client Accounts. MSWM and its affiliates may provide bids and offers, and may act as a principal market maker, in respect of the same securities held in client accounts. MSWM, the investment managers in its programs, and its affiliates and employees may hold a position (long or short) in the same securities held in client accounts. MSWM and/or its affiliates are regular issuers of traded financial instruments linked to securities that may be purchased in client accounts. From time to time, the trading of MSWM, a manager or their affiliates – both for their proprietary accounts and for client accounts – may be detrimental to securities held by a client and thus create a conflict of interest between those trades and the investment advisory services that MSWM provides to you. Research Reports. MS & Co. LLC (“MS&Co.”) does business with companies covered by their respective research groups. Furthermore, MS&Co. and its affiliates and client accounts may hold a trading position (long or short) in the securities of companies subject to such research. Therefore, MS&Co. has a conflict of interest that could affect the objectivity of its research reports. Trade Allocations. In certain cases, trades may be aggregated such that the securities are to be sold or purchased for more than one client in order to obtain favorable execution to the extent permitted by law. The investment manager will then allocate the trade in a manner that is equitable and consistent with it’s fiduciary duty to it’s clients (including pro rata allocation, random allocation or rotation allocation). Allocation methods vary depending on various factors (including the type of investment, the number of shares purchased or sold, the size of the accounts, and the amount of available cash or the size of an existing position in an account). The price to each client is the average price for the aggregate order. Certain Trading Systems. MSWM may effect trades or securities lending transactions on behalf of client accounts through exchanges, electronic communication networks or other alternative trading systems (“Trading Systems”), including Trading Systems with respect to which MSWM or its affiliates may have a direct or indirect ownership interest or the right to appoint a board member or observer. If MSWM directly or indirectly effects client trades or transactions through Trading Systems in which MSWM or its affiliates have an ownership interest, MSWM or its affiliates may receive an indirect economic benefit based on their ownership interest. In addition, subject at all times to its obligations to obtain best execution for its customers’ orders, it is contemplated that MSWM will route certain customer order flow to its affiliates. Services Provided to Other Clients. MSWM, investment managers and their affiliates provide a variety of services (including research, brokerage, asset management, trading, lending and investment banking services) for each other and for various clients, including issuers of securities that MSWM may recommend for purchase or sale by clients or are otherwise held in client accounts, and investment management firms in the programs described in this Brochure. MSWM, investment managers and their affiliates receive compensation and fees in connection with these services. MSWM believes that the nature Currently, MSWM and/or its affiliates own equity interests (or interests convertible into equity) of 5% or more in certain Trading Systems or their parent companies, including MEMX Holdings LLC; EOS Precious Metals Limited; CreditDeiv Limited; FXGLOBALCLEAR; Dubai Mercantile Exchange; Japan Securities Depository Center Inc.; Yensai.com Co., Ltd; and Octaura Holdings LLC. 18  issuers, their affiliates and insiders, including but not limited to, stock plan services and financial education for which MSWM receives compensation. C. Financial Advisors acting as Portfolio Managers Certain Trading Systems offer cash credits for orders that provide liquidity to their books and charge explicit fees for orders that extract liquidity from their books. From time to time, the amount of credits that MSWM and/or MS&Co. receive from one or more Trading System may exceed the amount that is charged. Under these limited circumstances, such payments would constitute payment for order flow. 18BDescription of Advisory Services In the IS program, Financial Advisors do not act as portfolio managers. See Item 4.A above for a description of the services offered in the programs described in this Brochure. 9BPerformance-Based Fees The programs described in this Brochure do not charge performance-based fees. Certain Trading Systems through which MSWM and/or MS&Co. may directly or indirectly effect client trades execute transactions on a “blind” basis, so that a party to a transaction does not know the identity of the counterparty to the transaction. It is possible that an order for a client account that is executed through such a Trading System could be automatically matched with a counterparty that is (i) another investment advisory or brokerage client of MSWM or one of its affiliates or (ii) MSWM or one of its affiliates acting for its own proprietary accounts. Affiliated Sweep Investments. MSWM has a conflict of interest in selecting or recommending BDP or Money Market Funds as the Sweep Investment. See Item 4.C above for more information. 8B Methods of Analysis and Investment StrategiesFinancial Advisors in the programs described in this Brochure may use any investment strategy when providing investment advice to you. Financial Advisors may use asset allocation recommendations of the Morgan Stanley Wealth Management Global Investment Committee as a resource but, if so, there is no guarantee that any strategy will in fact mirror or track these recommendations. Investing in securities involves risk of loss that you should be prepared to bear. 21BProxy Voting MSWM does not offer proxy voting services to its clients in the IS program. MSWM Affiliate in Underwriting Syndicate; MSWM Distribution of Securities; Other Relationships with Security Issuers. If an affiliate of MSWM is a member of the underwriting syndicate from which a security is purchased, we or our affiliates may directly or indirectly benefit from such purchase. If MSWM participates in the distribution of new issue securities that are purchased for a client’s account, MSWM will receive a fee, to be paid by the issuing corporation to the underwriters of the securities and ultimately to MSWM, which will be deemed additional compensation to us, if received by us. Unless the client authorizes a third party to vote proxies, we will forward to the client or the client’s designee, any proxy materials that we receive for the account. We cannot advise you on any particular proxy solicitation. We will not provide advice or take action with respect to legal proceedings (including bankruptcies) relating to the securities held in your account, except to the extent required by law. 5BItem 7: Client Information Provided to Portfolio Managers MSWM has access to the information you provide at account opening. 6BItem 8: Client Contact with Portfolio Managers In the programs described in this Brochure, you can contact your MSWM Financial Advisor at any time during normal business hours. 7BItem 9: Additional Information 22BDisciplinary Information This section contains information on certain legal and disciplinary events. MSWM and/or its affiliates have a variety of relationships with, and provide a variety of services to, issuers of securities recommended for client accounts, including investment banking, corporate advisory and services, underwriting, consulting, and brokerage relationships. As a result of these relationships with an issuer, MSWM or its affiliates may directly or indirectly benefit from a client’s purchase or sale of a security of the issuer. For example, MSWM or its affiliates may provide hedging services for compensation to issuers of structured investments (such as structured notes) recommended for client accounts. In such a case, MSWM or its affiliates could benefit if a client account purchased such an instrument, or sold such an instrument to another purchaser in lieu of selling or redeeming the instrument back to the issuer, as such transactions could result in the issuer of the instrument continuing to pay MSWM or its affiliates fees or other compensation for the hedging services related to such instrument. Similarly, if the hedging service with respect to such an instrument is not profitable for MSWM or its affiliates, MSWM or its affiliates may benefit if MSWM’s client accounts holding such instruments sold or redeemed them back to the issuer. Also, in the event of corporate actions with respect to securities held in client accounts, to the extent such corporate actions result in exchanges, tender offers or similar transactions, MSWM and/or its affiliates may participate in and/or advise on such transactions and receive compensation. The interest of MSWM’s affiliates in these corporate actions may conflict with the interest of MSWM clients. In addition, where an affiliate of MSWM is representing or advising the issuer in a transaction, the interest of the issuer may conflict with client interests and create a potential conflict of interest for MSWM. MSWM also provides various services to 19  Investment Advisers Act of 1940 and Rule 206(4)-7 thereunder. MSWM admitted to certain facts and consented to a censure, to cease and desist from committing or causing future violations, and to pay a civil penalty of $8,000,000. • On June 8, 2016, the SEC entered into a settlement order with MSWM (“June 2016 Order”) settling an administrative action. In this matter, the SEC found that MSWM willfully violated Rule 30(a) of Regulation S-P (17 C. F. R. § 248.30(a)) (the “Safeguards Rule”). In particular, the SEC found that, prior to December 2014, although MSWM had adopted written policies and procedures relating to the protection of customer records and information, those policies and procedures were not reasonably designed to safeguard its customers’ personally identifiable information as required by the Safeguards Rule and therefore failed to prevent a MSWM employee, who was subsequently terminated, from misappropriating customer account information. In determining to accept the offer resulting in the June 2016 Order, the SEC considered the remedial efforts promptly undertaken by MSWM and MSWM’s cooperation afforded to the SEC Staff. MSWM consented, without admitting or denying the findings, to a censure, to cease and desist from committing or causing future violations, and to pay a civil penalty of $1,000,000. (“January 2017 Order”) to requirements including certifications related to • On June 29, 2018, the SEC entered into a settlement order with MSWM settling an administrative action which relates to misappropriation of client funds in four related accounts by a single former MSWM financial advisor (“FA”). The SEC found that MSWM failed to adopt and implement policies and procedures or systems reasonably designed to prevent personnel from misappropriating assets in client accounts. The SEC specifically found that, over the course of eleven months, the FA initiated unauthorized transactions in the four related client accounts in order to misappropriate client funds. The SEC found that while MSWM policies provided for certain reviews prior to issuing disbursements, such reviews were not reasonably designed to prevent FAs from misappropriating client funds. Upon being informed of the issue by representatives of the FA’s affected clients, MSWM promptly conducted an internal investigation, terminated the FA, and reported the fraud to law enforcement agencies. MSWM also fully repaid the affected clients, made significant enhancements its policies, procedures and systems (“Enhanced MSWM Policies”) and hired additional fraud operations personnel. The SEC found that MSWM willfully violated section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. The SEC also found that MSWM failed to supervise the FA pursuant to its obligations under Section 203(e)(6) of the Advisers Act. MSWM consented, without admitting or denying the findings, to a censure; to cease and desist from committing or causing future violations; to certain undertakings, the implementation and adequacy of the Enhanced MSWM Policies and to pay a civil penalty of $3,600,000. information provided • On January 13, 2017, the SEC entered into a settlement order with MSWM settling an administrative action. The SEC found that from 2009 through 2015, MSWM inadvertently charged advisory fees in excess of what had been disclosed to, and agreed to by, its legacy CGM clients, and, from 2002 to 2009 and from 2009 to 2016, MS&Co. and MSWM, respectively, inadvertently charged fees in excess of what was disclosed to and agreed to by their clients. The SEC also found that MSWM failed to comply regarding annual surprise custody with examinations for the years 2011 and 2012, did not maintain certain client contracts, and failed to adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Investment Advisers Act of 1940 (the “Advisers Act”). The SEC found that, in relation to the foregoing, MSWM willfully violated certain sections of the Advisers Act. In determining to accept the offer resulting in the January 2017 Order, the SEC considered the remedial efforts promptly undertaken by MSWM. MSWM consented, without admitting or denying the findings, to a censure, to cease and desist from committing or causing future violations, to certain undertakings related to fee billing, books and records and client notices and to pay a civil penalty of $13,000,000. • On February 14, 2017, the SEC entered into a settlement order with MSWM settling an administrative action. The SEC found that from March 2010 through July 2015, MSWM solicited approximately 600 non-discretionary advisory accounts to purchase one or more of eight single inverse exchange traded funds (“SIETFs”), without fully complying with its internal written compliance policies and procedures related to these SIETFs, which among other things required that clients execute a disclosure notice, describing the SIETF’s features and risks, prior to purchasing them, for MSWM to maintain the notice, and for subsequent related reviews to be performed. The SEC found that, despite being aware of deficiencies with its compliance and documentation of the policy requirements, MSWM did not conduct a comprehensive analysis to identify and correct past failures where the disclosure notices may not have been obtained and to prevent future violations from occurring. The SEC found that, in relation to the foregoing, MSWM willfully violated section 206(4) of the • On May 12, 2020, the SEC entered into a settlement order with MSWM settling an administrative action which relates to in marketing and client certain communications to retail advisory clients in MSWM’s wrap fee programs with third-party managers and MSWM’s policies and procedures related to trades not executed at MSWM. In the applicable wrap fee programs, the third-party manager has the discretion to place orders for trade execution on clients’ behalf at a broker-dealer other than Morgan Stanley. MSWM permits managers to “trade away” from MSWM in this manner in order to seek best execution for trades. The SEC found that, from at least October 2012 through June 2017, MSWM provided incomplete and inaccurate information indicating that MSWM executed most client trades and that, while additional transaction-based costs were possible, clients did not actually incur them in the ordinary course. The SEC found that this information was misleading for certain retail clients because some wrap managers directed most, and sometimes all, client trades to third-party broker-dealers for execution, which resulted in certain clients paying transaction-based charges that were not visible to them. The SEC also found that, on occasion, wrap managers directed trades to MSWM-affiliated broker-dealers in which clients incurred transaction-based charges in violation of MSWM’s affiliate trading policies without detection by MSWM. The SEC noted in the order that it 20  Stanley Parent is a corporation whose shares are publicly held and traded on the New York Stock Exchange. Activities of Morgan Stanley Parent. Morgan Stanley Parent is a global firm engaging, through its various subsidiaries, in a wide range of financial services including: • trading, merger, securities underwriting, distribution, acquisition, restructuring, real estate, project finance and other corporate finance advisory activities • merchant banking and other principal investment activities • brokerage and research services considered certain remedial acts undertaken by MSWM in determining to accept the order, including MSWM enhancing its disclosures to clients, implementing training of financial advisors, enhancing relevant policies and procedures, and refunding clients’ transaction based charges paid to Morgan Stanley affiliates. The SEC found that MSWM willfully violated certain sections of the Investment Advisers Act of 1940, specifically Sections 206(2) and 206(4) and Rule 206(4)-7 thereunder. MSWM consented, without admitting or denying the findings and without adjudication of any issue of law or fact, to a censure; to cease and desist from committing or causing future violations; and to pay a civil penalty of $5,000,000. • asset management • trading of foreign exchange, commodities and structured financial products and • global custody, securities clearance services, and securities lending. Broker-Dealer Registration. As well as being a registered investment advisor, MSWM is registered as a broker-dealer. Restrictions on Executing Trades. As MSWM is affiliated with MS&Co.and its affiliates, the following restrictions apply when executing client trades: • MSWM and MS&Co. generally do not act as principal in executing trades for MSWM investment advisory clients. • Regulatory restrictions may limit your ability to purchase, hold or sell equity and debt issued by Morgan Stanley Parent and its affiliates. • Certain regulatory requirements may limit MSWM’s ability to execute transactions through alternative execution services (e.g., electronic communication networks and crossing networks) owned by MSWM, MS&Co.,or their affiliates. restrictions may adversely impact client account These performance. • On December 9, 2024, the SEC entered into a settlement order with MSWM settling an administrative action, which relates to misappropriation of client funds in brokerage and advisory accounts by four former MSWM financial advisors (the “FAs”). The SEC found that MSWM failed to adopt and implement policies and procedures reasonably designed to prevent personnel from misusing and misappropriating funds in client accounts and that MSWM’s inadequate policies and procedures and systems to implement them led to its failure reasonably to supervise the four FAs, who misappropriated funds from client and customer accounts while employed at MSWM. Specifically, the SEC found that MSWM failed to adopt and implement policies and procedures reasonably designed to prevent and detect unauthorized externally- initiated ACH payments and unauthorized cash wires. Upon being informed of the potential unauthorized activity in the customer accounts of two of the FAs, MSWM promptly investigated the matters, terminated the FAs, reported the fraud to law enforcement agencies, and fully repaid the affected clients. MSWM also conducted a retroactive review of payment instructions for externally-initiated ACH payment instructions, which led to the identification of misconduct by the other two FAs. MSWM accordingly terminated the other two FAs and reported the misconduct to SEC staff. On its own initiative, MSWM instituted new written procedures to address the conduct at issue and retained an independent compliance consultant to perform a review and assessment. The SEC found that MSWM willfully violated section 206(4) of the Investment Advisers Act of 1940 (“Advisers Act”) and Rule 206(4)-7 thereunder. The SEC also found that MSWM failed to supervise the FAs within the meaning of Section 203(e)(6) of the Advisers Act and/or Section 15(b)(4)(E) of the Securities Exchange Act of 1934. MSWM consented, without admitting or denying the findings, to a censure; to cease and desist from committing or causing future violations; to certain undertakings, including the retention of an Independent Compliance Consultant to review MSWM’s policies, procedures and controls related to the conduct in the Order and to pay a civil penalty of $15,000,000. See Item 6.B above for conflicts that arise as a result of MSWM’s affiliation with MS&Co. and its affiliates. Related Investment Advisors and Other Service Providers. MSWM has related persons that are registered investment advisers in various investment advisory programs (including Morgan Stanley Investment Management Inc., Morgan Stanley Investment Management Limited and Consulting Group Advisory Services LLC as well as Eaton Vance Management and its affiliates). If you invest your assets and use an affiliated firm to manage your account, MSWM and its affiliates earn more money than if you use an unaffiliated firm. Generally, for Retirement Accounts, MSWM rebates or offsets fees so that MSWM complies with IRS and Department of Labor rules and regulations. MSWM’s Form ADV Part 1 contains further information about its disciplinary history, and is available on request from your Financial Advisor. Morgan Stanley Investment Management Inc. and Eaton Vance Management and its affiliates serve in various advisory, management, and administrative capacities to open-end and closed-end investment companies and other portfolios (some of which are listed on the NYSE). Morgan Stanley Services Company Inc., its wholly owned subsidiary, provides limited 23BOther Financial Industry Activities and Affiliations Morgan Stanley (“Morgan Stanley Parent”) is a financial holding company under the Bank Holding Company Act of 1956. Morgan 21  to certain open-end investment transfer agency services companies. Morgan Stanley Distribution Inc. serves as distributor for these open-end investment companies, and has entered into selected dealer agreements with MSWM and affiliates. Morgan Stanley Distribution Inc. also may enter into selected dealer agreements with other dealers. Under many of these agreements, MSWM and affiliates, and other selected dealers, are compensated for sale of fund shares to clients on a brokerage basis, and for shareholder servicing (including pursuant to plans of distribution adopted by the investment companies pursuant to Rule 12b-l under the Investment Company Act of 1940). Documentation governing existing LIBOR-based products may contain “fallback provisions”, which provide for how the applicable interest rate will be calculated if LIBOR ceases or is otherwise unavailable. Fallback provisions can materially differ across products and even within a given asset class. Furthermore, such provisions may not contemplate alternative reference rates such as SOFR (in particular in older documentation) and/or may result in increased uncertainty and change the economics of the product when LIBOR ceases. Clients utilizing hedging strategies may also face basis risk due to inconsistent fallback provisions in their various investments. Recently, federal legislation was signed into law that will provide for a SOFR-based rate plus a spread to replace LIBOR for those contracts without effective fallback provisions. Related persons of MSWM act as a general partner, administrative agent or special limited partner of a limited partnership or managing member or special member of a limited liability company to which such related persons serve as adviser or sub- adviser and in which clients have been solicited in a brokerage or advisory capacity to invest. In some cases, the general partner of a limited partnership is entitled to receive an incentive allocation from a partnership. With respect to an investment in SOFR-linked products and products that will fallback to SOFR, you should understand the terms of the particular product and the related risks. The composition and characteristics of SOFR are not the same as LIBOR and, as a result, SOFR may not perform in the same way as LIBOR would have. Further, the SOFR-linked products that have been issued to date apply different market conventions to calculate interest and therefore these products have different risks and considerations. See Item 4.C above for a description of cash sweep investments managed or held by related persons of MSWM. See Item 6.B above for a description of various conflicts of interest. Market Transition Away from LIBOR. The following applies to holders of products directly or indirectly linked to the London Interbank Offered Rate (“LIBOR”) or the Secured Overnight Financing Rate (“SOFR”) and investors that are considering purchasing such products. Depending on your current holdings and investment plans, this information may or may not be applicable to you. Affiliates of MSWM participate on central bank committees that have been selecting alternative rates and developing transition plans for trading these new rates. In addition, MSWM and its affiliates may have interests with respect to LIBOR- and SOFR- linked products that conflict with yours as an investor. As with any investment, make sure you understand the terms of any LIBOR- and SOFR-based products you hold and the terms of those that you are considering purchasing. Other products and services offered by or through MSWM or its affiliates, such as loans and mortgage products, may have different terms and conditions and may be affected by the potential replacement of LIBOR differently than LIBOR-based securities. LIBOR had been a widely used interest rate benchmark in bond, loan and derivative contracts, as well as consumer lending instruments such as mortgages. However, as a result of concerns with the integrity of LIBOR and how it is determined, LIBOR will cease to be published and will be replaced by alternative reference rates. This is a developing situation and the above information is subject to change. For more information on the potential replacement of LIBOR, the recommended alternative rate, SOFR, and certain considerations relating to LIBOR- and SOFR-linked products, please see www.morganstanley.com/wm/LIBOR. Please also contact a member of your Morgan Stanley team for information, including if you have questions about whether you hold LIBOR- based products. Specifically, overnight and one-, three-, six- and 12-month USD LIBOR will no longer be published after June 30, 2023. However, regulators have indicated that the time until then is to be used only for managing existing LIBOR-based products. All settings for GBP, EUR, JPY and CHF LIBOR, and one-week and two-month settings for USD LIBOR, are no longer being published, although synthetic versions of GBP and JPY LIBOR rates will be published for a period of time. The committee convened by the U.S. Federal Reserve Board and the Federal Reserve Bank of New York, the Alternative Reference Rates Committee (ARRC), has selected SOFR as the recommended alternative benchmark rate to USD LIBOR. The market transition away from LIBOR to alternative rates is complex and could have a range of impacts on financial products and transactions directly or indirectly linked to LIBOR. For example, the fallback provisions in your LIBOR-based products, or the absence thereof, could have an adverse effect on the value investment strategy. of such products as well as your 22  See Item 4.A above for a discussion of account statements and performance reporting. 25BClient Referrals and Other Compensation See “Payments from Mutual Funds” ” and “Payments from Managers” in Item 6.B above. 24BCode of Ethics MSWM’s Investment Adviser Code of Ethics (“Code”) applies to its employees, supervisors, officers and directors engaged in offering or providing investment advisory products and/or services (collectively, the “Employees”). In essence, the Code prohibits Employees from engaging in securities transactions or activities that involve a material conflict of interest, possible diversion of a corporate opportunity, or the appearance of impropriety. Employees must always place the interests of MSWM’s clients above their own and must never use knowledge of client transactions acquired in the course of their work to their own advantage. Supervisors are required to use reasonable supervision to detect and prevent any violations of the Code by the individuals, branches and departments that they supervise. MSWM may compensate affiliated and unrelated third parties for client referrals in accordance with Rule 206(4)-1 of the Advisers Act. If the client invests in an investment advisory program, the compensation paid to any such entity will typically consist of an ongoing cash payment stated as a percentage of MSWM’s advisory fee or a one-time flat fee, but may include cash payments determined in other ways. The Code generally operates to protect against conflicts of interest either by subjecting Employee activities to specified limitations (including pre-approval requirements) or by prohibiting certain activities. Key provisions of the Code include: 26BFinancial Information MSWM is not required to include a balance sheet in this Brochure because MSWM does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. MSWM does not have any financial conditions that are reasonably likely to impair its ability to meet its contractual commitments to clients. • The requirement for certain Employees, because of their potential access to non-public information, to obtain their supervisors' prior written approval or provide pre-trade notification before executing certain securities transactions for their personal securities accounts; MSWM and its predecessors have not been the subject of a bankruptcy petition during the past ten years. • Additional restrictions on personal securities transaction activities applicable to certain Employees (including Financial Advisors and other MSWM employees who act as portfolio managers investment advisory in MSWM programs); • Requirements for certain Employees to provide initial and annual reports of holdings in their Employee securities accounts, along with quarterly transaction information in those accounts; and • Additional requirements for pre-clearance of other activities including, but not limited to, Outside Business Activities, Gifts and Entertainment, and U.S. Political Contributions and Political Solicitations Activity. You may obtain a copy of the Code of Ethics from your Financial Advisor. that, the account and Reviewing Accounts At account opening, your Financial Advisor must ensure that, and the Financial Advisor’s Branch Manager (or the Branch Manager’s designee) confirms the investment style are appropriate investments for you. As an IS client, your Financial Advisor is then responsible for reviewing your account on an ongoing basis and will recommend different asset allocations at any time according to market conditions. Your Financial Advisor will ask you at least annually if your investment objectives have changed. If your objectives change, your Financial Advisor will modify your asset allocation to be appropriate for your needs. 23  27BExhibit: Affiliated Money Market Funds Fee Disclosure Statement and Float Disclosure Statement Sweep Vehicles in Retirement Accounts Retirement Accounts generally effect temporary sweep transactions of new free credit balances into Deposit Accounts established under the Bank Deposit Program. The table below describes the fees and expenses charged to assets invested in shares of the money market funds in which the account invests (expressed as a percentage of each fund’s average daily net assets for the stated fiscal year). Note that: • The rate of Advisory Fee and Distribution and Service Fees (including 12b-1 fees) (whether in basis points or dollars) may not be increased without first obtaining shareholder approval. • Expenses designated as “Other Expenses” include all expenses not otherwise disclosed in the table that were deducted from each fund’s assets or charged to all shareholder accounts in the stated fiscal year (and may change from year to year). These fees and expenses may be paid to MSWM and its affiliates for services performed. The aggregate amount of these fees is stated in the tables below. The amounts of expenses deducted from a fund’s assets are shown in each fund’s statement of operations in its annual report. Morgan Stanley Investment Management (and/or its affiliates) may, from time to time, waive part or all of its advisory fee or assume or reimburse some of a fund’s operating expenses. (This may be for a limited duration.) Such actions are noted in the fund’s prospectus and/or statement of additional information. The table below shows the Total Annual Fund Operating Expenses (before management fee waivers and/or expense reimbursements) and the Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements. MSWM expects to provide services as a fiduciary (as that term is defined under ERISA or the Code) with respect to Retirement Accounts. MSWM believes that investing in shares of the funds for sweep purposes may be appropriate for Retirement Plans because using professionally managed money market funds allows you to access cash on an immediate basis, while providing a rate of return on your cash positions pending investment. As is typical of such arrangements, we use only affiliated money funds for this purpose. MSWM also believes that investing a Retirement Account’s assets in the Deposit Accounts may also be appropriate. Terms of the Bank Deposit Program are further described in the Bank Deposit Program Disclosure Statement, which has been provided to you with your account opening materials. The fund expense information below reflects the most recent information available to us as of December 31, 2024, and is subject to change. Please refer to the funds’ current prospectuses, statements of additional information and annual reports for more information. Fund Advisory Fee Distribution and Service Fees Shareholder Service Fee Other Expenses Total Annual Fund Operating Expenses Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements MSILF Government Securities- Participant Share Class 0.15% 0.25% 0.25% 0.08% 0.73% 0.45% MS U.S. Government Money Market Trust 0.15% N/A 0.10% 0.11% 0.36% 0.36% Interest Earned on Float If MSWM is the custodian of your account, MSWM may retain as compensation, for providing services, the account’s proportionate share of any interest earned on cash balances held by MSWM (or an affiliate) with respect to assets awaiting investment including: • new deposits to the account (including interest and dividends) and 24  • uninvested assets held by the account caused by an instruction to the custodian to buy and sell securities (which may, after the period described below, be automatically swept into a sweep vehicle). This interest is generally at the prevailing Federal Funds interest rate. Generally, with respect to such assets awaiting investment: o when the custodian receives the assets on a day on which the NYSE is open (“Business Day”) and before the NYSE closes, the custodian earns interest through the end of the following Business Day and o when the custodian receives the assets on a Business Day but after the NYSE closes, or on a day which is not a Business Day, the custodian earns interest through the end of the second following Business Day. 25 

Form ADV Firm Brochure Morgan Stanley Smith Barney LLC Consulting and Evaluation Services (directed brokerage) Program Investment Management Services (directed brokerage) Program March 28, 2025 2000 Westchester Avenue Purchase, NY 10577 Tel: (914) 225-1000 www.morganstanley.com This Brochure provides information about the qualifications and business practices of Morgan Stanley Smith Barney LLC (“MSWM”). If you have any questions about the contents of this Brochure, please contact us at (914) 225-1000. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about MSWM also is available on the SEC’s website at www.adviserinfo.sec.gov. Registration with the SEC does not imply a certain level of skill or training.  Item 2: Material Changes This section identifies and discusses material changes to the ADV Brochure since the version of this Brochure dated March 28, 2024. For more details on any particular matter, please see the item in this ADV Brochure referred to in the summary below. Bank Deposit Program Updates were made to describe the Morgan Stanley Sweep Banks’ role in setting interest rates paid on deposits received through the Bank Deposit Program. See Item 4.C, Cash Sweeps for more information. Update to the Disciplinary Information On December 9, 2024, the SEC entered into a settlement with MSWM regarding an administrative action. In this matter, MSWM, without admitting or denying the findings and without adjudication of any issue of law or fact, consented to the entry of the order that finds that MSWM willfully violated certain sections of the Investment Advisers Act of 1940 (“Advisers Act”), specifically Sections 206(2) and 206(4) and Rule 206(4)-7 promulgated thereunder. The SEC also finds that MSWM failed to supervise the FAs within the meaning of Section 203(e)(6) of the Advisers Act and/or Section the Securities Exchange Act of 1934 15(b)(4)(E) of (“Exchange Act”). See Item 9 in the ADV Brochure for further information. 2  Item 3: Table of Contents Item 1: Cover Page .................................................................................................................................................................................... 1 Item 2: Material Changes ........................................................................................................................................................................... 2 Item 3: Table of Contents .......................................................................................................................................................................... 3 Item 4: Advisory Business ......................................................................................................................................................................... 4 A. Description of MSWM, Principal Owners ............................................................................................................................. 4 B. Description of Advisory Services ........................................................................................................................................... 4 Consulting and Evaluations Services - Directed Brokerage ................................................................................................... 4 Investment Management Services - Directed Brokerage ....................................................................................................... 5 Account Opening ................................................................................................................................................................... 5 Tax and Legal Considerations ................................................................................................................................................ 5 C. Customized Advisory Services, Ineligible Securities, and Affiliate/Client Investment Restrictions ..................................... 7 D. Portfolio Management Services to Wrap Fee Programs......................................................................................................... 7 E. Assets Under Management (“AUM”) .................................................................................................................................... 7 Item 5: Fees and Compensation ................................................................................................................................................................. 7 A. Compensation for Advisory Services ..................................................................................................................................... 7 B. Payment of Fees ..................................................................................................................................................................... 8 C. Additional Fees and Expenses ................................................................................................................................................ 8 Funds in Advisory Programs .................................................................................................................................................. 9 Cash Sweeps......................................................................................................................................................................... 10 D. Prepayment of Fees .............................................................................................................................................................. 11 E. Other Compensation to Financial Advisors ......................................................................................................................... 12 Item 6: Performance Based Fees and Side by Side Management ............................................................................................................ 12 Item 7: Types of Clients ........................................................................................................................................................................... 12 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss .................................................................................................... 12 A. Method of Analysis and Investment Strategies .................................................................................................................... 12 B. Material, Significant, or Unusual Risks Relating to Investment Strategies .......................................................................... 14 C. Risks Associated with Particular Types of Securities .......................................................................................................... 16 Item 9: Disciplinary Information ............................................................................................................................................................. 16 Item 10: Other Financial Industry Activities and Affiliations ................................................................................................................. 17 A. Broker-Dealer Registration Status ........................................................................................................................................ 18 B. Commodity Pool Operator, or Commodity Trading Adviser Registration Status ................................................................ 18 C. Material Relationships or Arrangements with Industry Participants .................................................................................... 18 D. Material Conflicts of Interest ............................................................................................................................................... 21 Item 11: Code of Ethics, Trade Errors, Participation or Interest in Client Transactions and Personal Trading ....................................... 22 A. Code of Ethics ...................................................................................................................................................................... 22 C. Securities in Which You or a Related Person Have a Material Financial Interest ............................................................... 22 D. Investing and Other Interests in Securities Which You or a Related Person Recommend to Clients .................................. 22 E. Conflicts of Interest Created by Contemporaneous Trading ................................................................................................ 22 Item 12: Brokerage Practices ................................................................................................................................................................... 22 A. Factors in Selecting or Recommending Broker-Dealers for Client Transactions ................................................................. 22 B. Aggregation of Securities Transactions for Clients .............................................................................................................. 23 Item 13: Review of Accounts................................................................................................................................................................... 23 Frequency and Nature of Review of Client Accounts or Financial Plans ............................................................................ 23 Factors Prompting Review of Client Accounts other than a Periodic Review ..................................................................... 23 Content and Frequency of Account Reports to Clients ........................................................................................................ 23 Item 14: Client Referrals and Other Compensation ................................................................................................................................. 23 Item 15: Custody ...................................................................................................................................................................................... 23 Item 16: Investment Discretion ................................................................................................................................................................ 24 Item 17: Voting Client Securities............................................................................................................................................................. 24 Item 18: Financial Information ................................................................................................................................................................ 25 3  Depositary Receipts, mutual funds, exchange traded funds (“ETFs”), master limited partnerships (“MLPs”), foreign Item 4: Advisory Business securities, options (including uncovered options) and other security types. Please review the ADV Brochure for the manager you select for additional details on that manager’s portfolio. A. Description of MSWM, Principal Owners Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”, “MSWM”, “we”, “us” or “our”) is a registered investment adviser and a registered broker-dealer. MSWM is one of the largest financial services firms in the United States with branch offices in all 50 states and the District of Columbia. Morgan Stanley may communicate client information (including but not limited to client name, address, contact information, account holdings and transaction details) to third-party managers or other external parties to the extent that it is necessary to allow such parties to meet regulatory requirements or service your account. Your selection of a manager is deemed to be your consent to our provision of that client information. You may revoke that consent at any time by terminating the account. MSWM offers clients (“you”, “your” or “Client”) many different advisory programs. Many of MSWM’s advisory services are provided by its Consulting Group business unit (“CG”). You may obtain Brochures for other MSWM investment advisory programs at www.morganstanley.com/ADV or by asking your Financial Advisor or, for Morgan Stanley Private Wealth Management clients, your Private Wealth Advisor. Throughout the rest of this Brochure, “Financial Advisor” means either your Financial Advisor or your Private Wealth Advisor, as applicable. Consulting and Evaluations Services - Directed Brokerage The Consulting and Evaluation Services (“CES”) program offers you the portfolio management services of affiliated and non- affiliated Managers, selected and approved by MSWM, in a program that provides consulting, custody, brokerage and performance reporting. To participate in the CES program, you sign separate agreements with us and each of your selected managers, and pay separate fees to us and each manager. See “Account Opening” in this Item 4.B below for additional information. You delegate investment discretion directly to the managers, while we provide consulting, custody, brokerage, and administrative services. Certain clients may also elect, subject to our approval, not to receive all our services available in CES. You may open multiple accounts, each managed by one manager according to a specific investment style. We reasonably expect to provide services as a “fiduciary” (as that term is defined in Section 3(21)(A) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and/or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)), with respect to “Retirement Accounts.” For purposes of this Brochure (including the Exhibit), the term “Retirement Account” will be used to cover (i) “employee benefit plans” (as defined under Section 3(3) of ERISA), which include pension, defined contribution, profit- sharing and welfare plans sponsored by private employers, as well as similar arrangements sponsored by governmental or other public employers, which arrangements are generally not subject to ERISA; (ii) individual retirement accounts “IRAs” (as described in Section 4975 of the Code); and (iii) Coverdell Educational Savings Accounts (“CESAs”). Unless you have selected an external custodian, your account assets are generally custodied at MSWM, except that certain “sweep” assets held in the Bank Deposit Program are custodied with Morgan Stanley Bank, NA or Morgan Stanley Private Bank, NA (together the Morgan Stanley Sweep Banks”) or certain third party Program Banks. Please see Item 4.C Services, Fees and Compensation -- Additional Fees – Cash Sweeps below, for more information. After receiving relevant information from you, we identify several CES managers appropriate for you. You may also consider other CES managers (subject to minimum investment requirements and other information provided by you). The manager you select has the sole authority to manage your account and make investment decisions in light of, among other things, your investment objectives and requirements (including any restrictions). Sometimes CES managers delegate some of their duties to a sub-adviser. The decision to participate in CES and the selection of the manager(s) is your decision and responsibility. Changes to Investment Managers. A manager may offer one or more investment strategies in the CES program. Changes to a previously selected manager or strategy of a particular manager may be made in the following ways: Description of Advisory Services B. This Brochure describes two investment advisory programs: the Consulting and Evaluation Services - Directed Brokerage program and the Investment Management Services - Directed Brokerage program. Any such services will be specified in the investment advisory agreement between MSWM and you (see “Account Opening” in this Item 4.B below) and are subject to change without notice to you. i. MSWM may terminate an investment manager or a particular strategy of the manager for any reason. ii. Managers may terminate their participation in the CES program, their investment strategy or their services to one or more clients, for any reason, generally on a defined period of notice to MSWM. A manager participating in these programs may offer one or more investment strategies (“strategy”) for selection by you. References herein to “manager” will include references to any strategy offered by that manager. Generally, investment strategies that managers may use in the programs described in this Brochure will include as part of their portfolio common stock or fixed income securities but may also include American 4  The decision to participate in IMS and the review and selection of the manager(s) is your decision and responsibility whether or not your relationship with the investment manager predates your relationship with MSWM and/or your current Financial Advisor. MSWM will not assist in any way with the recommending or soliciting of the managers selected in the IMS program. in our notice and even if In addition, you, and not MSWM, will be responsible for the initial and ongoing evaluation and monitoring of the managers selected by you for the IMS program. If your manager or a strategy managed by your manager is terminated from the CES program (either by us or by the manager), we will notify you and ask you to select a new manager or strategy. Our notice may also identify an appropriate replacement manager or strategy selected by us. If you do not select a new manager or strategy within the time frame prescribed the notice recommended a new manager or strategy, your assets will be moved to a brokerage account at MSWM. If your account becomes a brokerage account you will be responsible for making all investment decisions for your account. You will need to select a new replacement manager to continue receiving services offered under the CES program. On or about April 27, 2020, the IMS program began offering select mutual funds for trading eligibility. These funds will be available for trading at the Investment manager’s discretion. In the IMS Program, trading in A or C shares for mutual funds or funds that are inclusive of a 12B-1 fee will be prohibited. You may change or terminate a manager or a strategy managed by the manager for any reason by complying with MSWM’s procedures for manager changes and termination. A list of approved mutual funds will be made available to all IMS managers. Your Financial Advisor may recommend a change of managers or strategy for any reason including without limitation, your investment objectives or market conditions change or if another manager would be more appropriate for you. In the CES program, the manager you have selected is subject to ongoing review by Morgan Stanley’s Global Investment Manager Analysis unit (“GIMA”). If after review by GIMA, the manager or strategy you had previously selected is still approved for the Consulting and Evaluation Services program but has undergone an asset class change, MSWM may notify you, of the asset class change. Such notification may include an appropriate manager that is in the Asset Class that you have selected. Account Opening To enroll in the CES and IMS programs, you must enter into the MSWM Single Advisory Contract (the “Single Advisory Contract”) to open accounts in CES and IMS. The Single Advisory Contract governs the terms of your existing and future investment advisory accounts and relationships with Morgan Stanley. MSWM has discontinued use of the CES and IMS client agreements for opening new accounts (but some existing CES and IMS accounts may have been opened using the CES and IMS client agreements). The CES and IMS client agreements and the Single Advisory Contract shall be collectively referred to as the “Account Agreement.” For any changes to or terminations of managers, with your verbal or written consent, MSWM may assign you to a different manager. You may also be required to execute a brokerage account agreement. All the terms of the Account Agreement and the brokerage agreement will set forth our mutual obligations regarding the investment advisory programs described in this Brochure. MSWM may refuse, without penalty, to honor instructions with respect to a client’s account from a terminated manager, notwithstanding any failure by the client to execute a written revocation. Engaging a replacement manager may result in liquidation of securities from the account. You agree and acknowledge that any provisions of your Account Agreement, including the fee that you negotiated with your Financial Adviser, may be changed by MSWM upon notice to you. Tax and Legal Considerations For the programs described in this Brochure, certain managers may be able to accommodate tax harvesting for a client and clients should contact their manager directly for details. Investment Management Services - Directed Brokerage The Investment Management Services (“IMS”) program was created to accommodate clients who want to maintain a relationship with an investment manager of their choice that is not covered by MSWM’s Global Investment Manager Analysis Group, and, thus not included in the due diligence process that GIMA employs for investment managers and funds of certain other investment advisory programs offered by MSWM. For additional information on GIMA, see “Methods of Analysis, Investment Strategies and Risk of Loss” in Item 8 below. Clients may elect for their manager to sell securities harvesting gains and losses for the account. Such tax harvesting may entail decisions which deviate from a manager’s overall investment strategy. As a result: (i) the account may not receive the benefits, including gains and avoided losses, of certain recommended purchases and sales of securities; and (ii) the account’s composition and performance may vary significantly from that of client accounts for which similar tax harvesting services havenot been selected. Although you are not offered the manager identification, review and monitoring services described below, IMS offers execution, custody and performance reporting for your account. To participate in the IMS program, you sign separate agreements with MSWM and your selected manager, pay separate fees to MSWM and the manager and you delegate investment discretion directly to the manager. See “Account Opening” in this Item 4.B below for additional details. In the programs described in this Brochure, replacing a manager may result in sales of securities and subject you to additional 5  income tax obligations. Consult your independent tax or legal advisor with respect to the services described in this Brochure, as MSWM and its affiliates do not provide tax or legal advice. trusts, (when not financed with debt) such as dividends, interest, annuities, royalties, most rents from real property, and gains from the sale, exchange or other disposition of property (other than inventory or property held for sale in the ordinary course of a trade or business) do not generate UBTI. Active income associated with operating a trade or business, however, may constitute UBTI to an otherwise tax-exempt investor such as a Retirement Account. In addition, UBTI may also be received as part of an investor’s allocable share of active income generated by a pass-through entity, such as partnerships (including limited partnerships and MLPs), certain subchapter S corporations, and limited liability companies that are treated as disregarded entities, partnerships, or subchapter S corporations for federal income tax purposes. If more than $1,000 of unrelated trade or business gross income is generated in a tax year, the Retirement Account’s custodian or fiduciary (on behalf of the Retirement Account) must file an Exempt Organization Business Income Tax Return, Form 990-T. With respect to an individual investing through an IRA, in calculating the threshold amount and the Retirement Account’s UBTI for the year, each IRA is generally treated as a separate taxpayer, even if the same individual is the holder of multiple IRAs. Some managers may include Master Limited Partnerships (“MLPs”) in their portfolios. Investment in MLPs entails different risks, including tax risks, than is the case for other types of investments. Investors in MLPs hold “units” of the MLP (as opposed to a share of corporate stock) and are technically partners in the MLP. Holders of MLP units are also exposed to the risk that they will be required to repay amounts to the MLP that are wrongfully distributed to them. Almost all MLPs have chosen to qualify for partnership tax treatment. Partnerships do not pay U.S. federal income tax at the partnership level. Rather, each partner of a partnership, in computing its U.S. federal income tax liability, must include its allocable share of the partnership’s income, gains, losses, deductions, expenses and credits. A change in current tax law, or a change in the business of a given MLP, could result in an MLP being treated as a corporation for U.S. federal income tax purposes, which would result in such MLP being required to pay U.S. federal income tax on its taxable income. The classification of an MLP as a corporation for U.S. federal income tax purposes would have the effect of reducing the amount of cash available for distribution by the MLP and could cause any such distributions received by the investor to be taxed as dividend income. If you have any questions about the tax aspects of investing in a MLP, please discuss with your tax advisor. Investors in MLP portfolios will receive a Schedule K-1 for each MLP in the portfolio, so they will likely receive numerous Schedule K-1s. Investors will need to file each Schedule K-1 with their federal tax return. Also, investors in MLP portfolios may be required to file state income tax returns in states where the MLPs in the portfolio operate. Since some Schedule K-1s may not be provided until after the due date for the federal or state tax return, investors in MLP portfolios may need to obtain an extension for filing their federal or state tax returns. Please discuss with your tax advisor how an investment in MLPs will affect your tax return. trade or business income generated inside Tax laws impacting MLPs may change, and this could impact any tax benefits that may be available through investment in an MLP portfolio. The passive activity loss limitation rules also apply for purposes of calculating a Retirement Account’s UBTI, potentially limiting the amount of losses that can be used to offset the Retirement Account’s income from an unrelated trade or business each year. It should be noted that these rules are applied to publicly traded partnerships, such as MLPs, on an entity-by-entity basis, meaning that the passive activity losses generated by one MLP generally can only be used to offset the passive activity income (including unrelated traded or business income) from the same MLP. The passive activity losses generated by one MLP generally cannot be used to offset income from another MLP (or any other source). The disallowed losses are suspended and carried forwarded to be used in future years to offset income generated by that same MLP. However, once the Retirement Account disposes of its entire interest in the MLP to an unrelated party, the suspended losses can generally be used to offset any unrelated the Retirement Account (including recapture income generated on the sale of the MLP interest, as well as income generated by other MLPs). For the reasons outlined below, where an otherwise tax-exempt account (such as a Retirement Account, charitable organization, or other tax exempt or deferred account) is invested in a pass- through entity (such as an MLP), the income from such entity may be subject to taxation, and additional tax filings may be required. Further, the tax advantages associated with these investments are generally not realized when held in a tax- deferred or tax-exempt account. Please consult your own tax advisor, and consider any potential tax liability that may result from such an investment in an otherwise tax exempt account. In calculating the tax, trust tax rates are applied to the Retirement Account’s UBTI (i.e., unrelated trade or business gross income less any applicable deductions, including the $1,000 specific deduction). In addition to the passive loss limitation rules noted above, other limitations may apply to the Retirement Account’s potential tax deductions. In order to file Form 990-T, the Retirement Account is required to obtain an Employer Identification Number (“EIN”) because the plan (and not the plan owner or fiduciary) owes the tax. State and local income taxes may also apply. Accordingly, Retirement Account investors (and their fiduciaries) should consult their tax and legal advisors regarding the federal, state, and local income tax implications of their investments. Earnings generated inside most qualified retirement plans, including defined benefit pension plans, defined contribution plans and individual retirement accounts, are generally exempt from federal income taxes; however, certain investments made by Retirement Accounts may generate taxable income referred to as “unrelated business taxable income” (“UBTI”) that is subject to taxation at trust rates. Generally, passive types of income Similar rules apply to other tax-exempt organizations (e.g., charitable and religious organizations), except that certain differences may apply. For instance, the UBTI of most other tax- exempt organizations is taxable at corporate rates, unless the organization is one that would be taxed as a trust if it were not 6  restrictions will be removed, without notice to you, when the affiliation has been removed from our records, which may result in the securities being included in the billable market value or performance calculation of your account. tax-exempt in which case its UBTI is taxable at trust rates. Also, the passive activity loss limitation rules do not apply to all tax- exempt organizations. Tax-exempt investors should consult their tax and legal advisors regarding the federal, state, and local income tax implications of their investments. C. Customized Advisory Services, You may also request reasonable restrictions on the management of your account, such as that certain specified securities or certain categories of securities not be purchased for your account. Please contact the manager to determine what types of investment restrictions you may request for your account. Ineligible Securities, and Affiliate/Client Investment Restrictions Please note that we will not have any obligation to manage your account in accordance with any investment guidelines, policy statements or other documents unless we specifically agree to do so, in writing. D. Portfolio Management Services to Wrap Fee Programs This item does not apply to the advisory programs described in this Brochure. on discretionary basis E. Assets Under Management (“AUM”) MSWM managed client assets of $2,345,860,417,944 as of this amount, MSWM managed December 31, 2024. Of $1,196,390,672,410 and a $1,149,469,745,534 on a non-discretionary basis. These amounts represent the client assets in all of our investment advisory programs. We calculated them using a different methodology than the “regulatory assets under management” we report in our ADV Part 1 filed with the SEC. Item 5: Fees and Compensation A. Compensation for Advisory Services You pay MSWM and the manager separately for the services each provides in the CES or IMS program.You may pay us for our services by: a) directed brokerage (i.e. paying commission on a transaction-by-transaction basis), or b) an asset-based fee at a maximum annual fee rate of 2% for CES which became effective on or about October 1, 2018, and a maximum annual fee rate of 2% for IMS. (Our separate Wrap Fee Program Brochure for the CES and IMS programs, available from your Financial Advisor, describes the asset-based fee option.) The directed brokerage fee option was discontinued for all retirement accounts in the CES and IMS programs. Where a CES manager uses a strategy that employs uncovered options, there will be a different fee arrangement between the client and MSWM. Alternatively, in some cases, institutional clients may negotiate an annual fixed dollar amount, paid quarterly. Please contact your Financial Advisor for additional information. We tailor our advisory services to your individual needs in the CES program by identifying investment managers that we consider appropriate for you from among those participating in the program based on the information from you and the managers. You select the investment manager to manage your assets. We do not tailor our investment advisory services to your individual needs in the IMS program, as you select the investment manager without any recommendation by MSWM or your Financial Advisor. Morgan Stanley reserves the right to determine which assets are eligible for investment in the Program and, accordingly, may at any time and without notice to you, decline to include any security for any reason in your accounts (“Ineligible Security”). Additionally, Morgan Stanley may restrict a security and deem such security ineligible if it becomes subject to any type of sanctions or trading restrictions imposed by a specific country or regulatory authority (“Sanctioned Security”). If you are holding a Sanctioned Security, you may face additional limitations, including the inability to trade on it or transfer it. Morgan Stanley retains discretion over enforcement and compliance with laws. If we applicable sanctions-related regulations and determine that a security in your account is an Ineligible Security or Sanctioned Security: (a) Morgan Stanley will not provide advice on, make recommendations with respect to, or manage, as applicable, and therefore does not act as a fiduciary with respect to such security; (b) such security will not be included in the billable market value of your account and, as a result, your Fee may change; (c) such security will not be included in the performance calculation of your account, and (d) you may not receive trade confirmations for transactions you make with regard to such security. If we determine that a security that was previously determined to be an Ineligible Security or Sanctioned Security is now eligible, (a) we will provide investment advice on it, make recommendations with respect to, or manage, as applicable, and therefore act as a fiduciary with respect to such security (b) such security will be included in the billable market value of your account and as a result, your fee may change, (c) such security will be included in the performance calculation of your account, and (d) you may receive trade confirmations for transactions you make with regard to such security. We may automatically apply restrictions on equity securities of companies with which we believe you are an affiliate under the federal securities laws. If you hold these securities in your account, they will be characterized as ineligible securities and subject to the terms described above. In addition, the restriction will prevent additional shares of these equity securities from being purchased in your account. Such equity securities may be liquidated, at your direction, after they have been appropriately cleared. Such restrictions may cause your account’s composition and performance to deviate from the model or investment strategy in which your account is invested. Any applicable It is possible that either the commissions you pay to MSWM through the directed brokerage billing arrangement or compensation paid to MSWM through the annual fixed dollar amount billing arrangement are greater than the maximum asset- 7  based advisory fee (2% for CES and 2% for IMS) charged by MSWM to clients who have selected that asset-based billing arrangement. We would recommend you contact your Financial Advisor to discuss possible changes to the billing arrangement on your account. B. Payment of Fees In the advisory programs listed in this Brochure, you pay for our advisory fee in connection with executing securities transactions. Therefore, your payments accrue each time your investment manager places a trade for execution. In addition to the MSWM fee you pay with securities transactions, you can pay your investment management fee to your manager from your advisory account or your manager can bill you separately. Each manager charges you a separate fee for its services. We do not pay the manager any part of the fee or other compensation you pay to us. Changes to Fees. You agree and acknowledge that MSWM reserves the right to change the brokerage commission schedule that you have agreed to with your Financial Advisor upon notice to you. In the directed brokerage based advisory programs, we receive the brokerage commissions on transactions executed by MSWM. Clients may choose to pay brokerage transactions on a “cents per share” or as a “percentage discount” off our standard brokerage commission schedule. Other. A portion of the MSWM Fee will be paid to your Financial Advisor. See “Other Compensation to Financial Advisors” in Item 5.E below for more information. Certain funds managed by us or our affiliates, including but not limited to MSIM and Eaton Vance Management (“EVM”) and its investment affiliates, may be included in your account. To the extent that such funds are offered to and purchased by Retirement Accounts, the fee on any such Retirement Account will be reduced or adjusted by the amount of the fund management fee, shareholder servicing fee and distribution fee that we, or our affiliates, may receive in connection with such Retirement Account’s investment in such affiliated fund. C. Additional Fees and Expenses If you open an account in one of the programs described in this Brochure, you pay commissions on the transactions in your account for investment advisory services (for CES only), custody of securities, and trade execution with or through MSWM. For more information on brokerage commissions, see Item 5.A, 5.B and Item 12.A. The program fees do not cover: • The costs of investment management fees and other expenses charged by the investment manager that you selected; • If you are a Retirement Account in the CES or IMS Program invested in an investment strategy managed by an affiliate, including but not limited to MSIM and EVM and its investment affiliates, MSWM shall offset or adjust any advisory fee such affiliated manager receives or a portion of MSWM’s fee will be waived. “mark-ups,” “mark-downs,” and dealer spreads (A) that MSWM or its affiliates, including MS&Co., may receive when acting as principal in certain transactions where permitted by law or (B) that other broker-dealers may receive when acting as principal in certain transactions effected through MSWM and/or its affiliates acting as agent, which is typically the case for dealer market transactions (e.g., fixed income, over-the-counter equity, and foreign exchange (“FX”) conversions in connection with purchases or sales of FX-denominated securities and with payments of principal and interest dividends on such securities); Fees are Negotiable. The brokerage commission schedule depends on many factors such as the stock exchange where the security is executed and the security’s liquidity. The brokerage commissions are negotiable. The brokerage commissions you pay for your account may be (i) higher or lower than the commissions and/or fees that we charge other clients, depending on, among other things, the extent of services provided to those clients and the cost of such services; and (ii) higher or lower than the cost of similar services offered through other financial firms. Each manager and strategy you hold in the programs described in this Brochure is held in a separate account, even if held in the same program. For more information, please ask your Financial Advisor. • Fees or other charges that you may incur in instances where a transaction is effected through a third party and not through us or our affiliates. Such fees or other charges will be included in the price of the security and not reflected as a separate charge on your trade confirmations or account statements • MSWM account establishment or maintenance fees for its IRAs and Versatile Investment Plans (“VIP”), which are described in the respective IRA and VIP account and fee documentation (which may change from time to time); to the requirements of ERISA in assessing • Account closing/transfer costs; • Processing fees; • Any fee which a trust company affiliated with MSWM charges for its services (if applicable) as custodian and trustee for the assets in the program described in this Brochure, pursuant to a separate agreement between you and the trust company; • Certain other costs or charges that may be imposed by third parties (including, among other things, odd-lot differentials, ERISA Fee Disclosure for Qualified Retirement Accounts. In accordance with Department of Labor regulations under Section 408(b)(2) of ERISA, MSWM is required to provide certain information regarding our services and compensation to assist fiduciaries and plan sponsors of those retirement plans that are subject the reasonableness of their plan’s contracts or arrangements with us, including the reasonableness of our compensation. This information (the services we provide as well as the fees) is provided to you at the outset of your relationship with us and is set forth in this Brochure and in the Account Agreement with us (including the fee table and other exhibits), and then at least annually to the extent that there are changes to any investment- related disclosures for services provided as a fiduciary under ERISA. 8  taxes, foreign custody and ETF Brochures are also available from your Financial Advisor on request. fees, exchange fees, transfer supplemental transaction fees, regulatory fees and other fees or taxes that may be imposed pursuant to law) or • Interest charged to the account should the account have a trade-related debit balance. (subject Fund family representatives are allowed to occasionally give nominal gifts to Financial Advisors, and to occasionally entertain Financial Advisors to an aggregate entertainment limit of $1,000 per employee per Fund family per year). MSWM’s non-cash compensation policies set conditions for each of these types of payments, and do not permit any gifts or entertainment conditioned on achieving any sales target. MSWM also provides Fund families with the opportunity to purchase data analytics regarding Fund sales. The amount of the fee depends on the level of data. We also offer sponsors of passively-managed ETFs a separate transactional data fee. Additional fees apply for those Fund families that elect to purchase supplemental data analytics regarding other financial product sales at MSWM. For more information regarding these payments, as well as others, please refer to the Mutual Fund and ETF Brochures described above. Funds in Advisory Programs Investing in strategies that invest in mutual funds, closed-end funds, and ETFs (collectively referred to in this Funds in Advisory Programs Section as, “Funds”) is more expensive than other investment options offered in your advisory account. In addition to our fee, you pay the fees and expenses of the Funds in which your account is invested. Fund fees and expenses are charged directly to the pool of assets the Fund invests in and are reflected in each Fund’s net asset value. These fees and expenses are an additional cost to you that is imbedded in the price of the Fund and, therefore, are not included in the fee amount in your account statements. Each Fund expense ratio (the total amount of fees and expenses charged by the Fund) is stated in its prospectus. The expense ratio generally reflects the costs incurred by shareholders during the Fund’s most recent fiscal reporting period. Current and future expenses may differ from those stated in the prospectus. You do not pay any sales charges for purchases of Funds in the programs described in this Brochure. However, some mutual funds may charge, and not waive, a redemption fee on certain transaction activity in accordance with the policies described in applicable prospectus. Conflicts of Interest regarding the Above-Described Expenses Payments and Fees for Data Analytics. The above-described fees present a conflict of interest for Morgan Stanley and our Financial Advisors to promote and recommend those Funds that make these payments rather than other eligible investments that do not make these or similar payments. This in turn could lead Morgan Stanley and/or our Financial Advisors to focus on those Fund families that provide significant sales expense payments and/or purchase data analytics. In order to mitigate these receive additional conflicts, Financial Advisors do not compensation as a result of the data analytics payments received by Morgan Stanley. MSWM shall not be responsible for any misstatement or omission or for any loss attributable to such misstatement or omission contained in any Fund prospectus, fact sheet or any other disclosure document provided to us for distribution to clients. MSWM also receives the following fees and payments in connection with your investment in a Fund. the Fund or to offset Other Compensation. Morgan Stanley or its affiliates receive, from certain Funds, compensation in the form of commissions and other fees for providing traditional brokerage services, including related research and advisory support, and for purchases and sales of securities in Fund portfolios. We and/or our affiliates also receive other compensation for certain Funds for financial services performed for the benefit of such Funds, including but not limited to providing stand-by liquidity facilities. Providing these services may give rise to a conflict of interest for Morgan Stanley or its affiliates to place their interests ahead of those of the Funds by, for example, increasing fees or curtailing services, particularly in times of market stress. Morgan Stanley prohibits linking the determination of the amount of brokerage commissions and/or fees charged to a Fund to the aggregate values of our overall Fund-share sales, client holdings of the revenue-sharing, administrative service fees, expense reimbursement and data analytics fees described above. Financial Advisors and their Branch Managers receive no additional compensation as a result of these payments received by Morgan Stanley. their Branch Managers do not In addition, we generally seek to be reimbursed for the associated operational and/or technology costs of adding an/or maintaining Funds on our platform. These flat fees are paid by Fund sponsors or other affiliates (and not the Funds). Financial Advisors and receive compensation for recommending Funds that have reimbursed Morgan Stanley for our costs. Expense Payments and Fees for Data Analytics. MSWM provides Fund families with opportunities to sponsor meetings and conferences and grants them access to our branch offices and Financial Advisors for educational, marketing, and other promotional efforts. Some Fund representatives work closely with our branch offices and Financial Advisors to develop business strategies and support promotional events for clients and prospective clients and educational activities. Some Fund families or their affiliates reimburse MSWM for certain expenses incurred in connection with these promotional efforts, client seminars, and/or training programs. Fund families independently decide if and what they will spend on these activities, with some Fund families agree to make substantial annual dollar amount expense reimbursement commitments. Fund families may 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. For more information regarding the payments MSWM receives from Fund families, please refer to the brochures titled “Mutual Fund Features, Share Classes and Compensation” and “ETF Revenue Sharing, Expense Payments and Data Analytics” (together, the “Mutual Fund and ETF Brochures”), which can be found at https://www.morganstanley.com/disclosures. The Mutual Fund 9  lower expense ratio, although exceptions are possible. Subject to limited exceptions, any fees that you pay while holding non- Advisory Share Classes (e.g., sales loads, 12b-1 fees, etc.) will not be offset, rebated or refunded to you when your non- Advisory Share Class is converted into an Advisory Share Class. On termination of your advisory account for any reason, or the transfer of mutual fund shares out of your advisory account into a brokerage account at MSWM, we will convert any Advisory Share Classes of funds into a share class that is available in non- advisory accounts or we may redeem these fund shares altogether. Non-Advisory Share Classes generally have higher operating expenses than the corresponding Advisory Share Class, which will increase the cost of investing and negatively impact investment performance. For a taxable account, there will be tax consequences associated with a redemption. Affiliated Funds. Certain Funds are sponsored or managed by, or receive other services from, MSWM and its affiliates, which include, but are not limited to, Morgan Stanley Investment Management, Eaton Vance, Boston Management and Research, Calvert Research and Management, Atlanta Capital Management Company and Parametric Portfolio Associates. MSWM or the affiliated sponsor (or other service provider) receives additional investment management fees and/or other fees from these Funds. Therefore, MSWM has a conflict to recommend MSWM proprietary and/or affiliated Funds. In order to mitigate this conflict, Financial Advisors do not receive additional compensation for recommending proprietary and/or affiliated funds. Additionally, affiliated Funds and sponsors are subject to the same economic arrangements with MSWM as those that MSWM has with third-party Funds. MSWM’s affiliates have entered into administrative services and revenue sharing agreements with MSWM as described above. For more information, please refer to the Mutual Fund and ETF Brochures described above. Cash Sweeps To the extent that affiliated Funds are offered to and purchased by Retirement Accounts, the advisory fee on any such account will be reduced, or offset, by the amount of the fund management fee, shareholder servicing fee and distribution fee we, or our affiliates, may receive in connection with such Retirement Account’s investment in such affiliated managed fund. In Mutual Fund Share Classes. Mutual funds typically offer different ways to buy fund shares. Some mutual funds offer only one share class while most funds offer multiple share classes. Each share class represents an investment in the same mutual fund portfolio but assesses different fees and expenses. Many mutual funds have developed specialized share classes designed for advisory programs (“Advisory Share Classes”). In general, Advisory Share Classes are not subject to either sales loads or ongoing marketing, distribution and/or service fees (often referred to as “12b-1 fees”), although some will assess fees for record keeping and related administrative services, as disclosed in the applicable prospectus. typically utilizes Advisory Share Classes that MSWM compensate MSWM for providing such recordkeeping and related administrative services to its advisory clients. If you wish to purchase other types of Advisory Share Classes, such as those that do not compensate intermediaries for record keeping and administrative services, which generally carry lower overall costs and would thereby increase your investment return, you will need to do so directly with the mutual fund or through an account at another financial intermediary. Please note, we may offer non-Advisory Share Classes of mutual funds (i.e., those that are subject to 12b-1 fees) if, for example, a fund does not offer an Advisory Share Class that is equivalent to those offered here. In such instance, MSWM will rebate directly to the client holding such funds any such 12b-1 fees that we receive. Once we make an Advisory Share Class available for a particular mutual fund, you can only purchase the Advisory Share Class of that fund in an advisory account. which is available Generally, some portion of your account will be held in cash. If MSWM acts as custodian for your account, it will effect transactions of free credit balances in your account into interest- bearing deposit accounts (“Deposit Accounts”) established under the Bank Deposit Program (“BDP”). For most clients, BDP will be the designated cash sweep. The interest rates for BDP in your account will be tiered based upon the value of the BDP balances across your brokerage and advisory accounts. The BDP assets in your advisory accounts receive separate interest rates from deposits in your brokerage accounts and are set forth in: https://www.morganstanley.com/wealth-general/ratemonitor. Generally, the rate you will earn on BDP will be lower than the limited rate on other available cash alternatives. circumstances, such as for clients ineligible for BDP, MSWM may sweep some or all of your cash into money market mutual funds (each a “Money Market Fund”). These Money Market Funds are managed by MSIM or another MSWM affiliate. Pathway Funds are not included as an investment in the Cash Sweep. It is important to note that free credit balances and allocations to cash, including assets invested in sweep vehicle investments, are included in the calculation of the fee for your account, as described above. If your account is a Retirement Account, you should read Exhibit B to this Brochure, entitled “Affiliated Money Market Funds Fee Disclosure Statement and Float Disclosure Statement”. MSWM, acting as your custodian, will effect sweep transactions only to the extent permitted by law and if you meet the eligibility criteria. Under certain circumstances (as described in the Bank Deposit Program Disclosure) eligible deposits in BDP may be sent to non-affiliated Program Banks (; this additional feature may provide enhanced FDIC coverage to you as well as funding value benefits to the Morgan Stanley Sweep Banks. For eligibility criteria applicable to this additional feature and BDP generally, please refer to the Bank Deposit Program Disclosure Statement at: http://www.morganstanley.com/wealth- investmentstrategies/pdf/BDP_disclosure.pdf If you hold non-Advisory Share Classes of mutual funds in your advisory account or seek to transfer non-Advisory Share Classes of mutual funds into your advisory account, MSWM (without notice to you) will generally convert those shares to Advisory Share Classes to the extent they are available. This will typically result in your shares being converted into a share class that has a 10  risk-management policies and (or another MSWM affiliate) will connection with the reciprocal deposits, but the cost of that fee is not borne directly by Morgan Stanley clients. The Morgan Stanley Sweep Banks have discretion in setting the interest rates paid on deposits received through BDP, and are under no legal or regulatory requirement to maximize those interest rates. The Morgan Stanley Sweep Banks and the Program Banks can and sometimes do pay higher interest rates on some deposits they receive directly than they pay on deposits received through BDP. This discretion in setting interest rates creates a conflict of interest for the Morgan Stanley Sweep Banks. The lower the amount of interest paid to customers, the greater is the “spread” earned by the Morgan Stanley Sweep Banks on deposits through the Program, as explained above. By contrast, money market funds (including Morgan Stanley affiliated money market funds) have a fiduciary duty to seek to maximize their yield to investors, consistent with their disclosed investment and regulatory constraints. If your cash sweeps to a Money Market Fund, then the account, as well as other shareholders of the Money Market Fund, will bear a proportionate share of the other expenses of the Money Market Fund in which the account’s assets are invested. If your cash sweeps to a Money Market Fund, you understand that MSIM receive compensation, including management fees and other fees, for managing the Money Market Fund. In addition, we receive compensation from such Money Market Funds at rates that are set by the funds’ prospectuses and currently range, depending on the program in which 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 Fund assets held by our clients. Please review your Money Market Fund’s prospectus to learn more about the compensation we receive from such funds. We have a conflict of interest as we have an incentive to only offer affiliated Money Market Funds in the Cash Sweep program, as MSIM (or another MSWM affiliate) will receive compensation for managing the Money Market Fund. We also have a conflict of interest as we have an incentive to offer those affiliated funds and share classes that pay us more compensation than other funds and share classes. You should understand these costs because they decrease the return on your investment. In addition, we receive additional payments from Morgan Stanley Investment Management Inc. in the event a Money Market Fund waives certain fees in a manner that reduces the compensation that we would otherwise receive. We either rebate to clients or do not receive compensation on sweep Money Market Fund positions held in our fee-based advisory account programs. Unless your account is a Retirement Account, the Fee will not be reduced by the amount of the Money Market Fund’s applicable fees. For additional information about the Money Market Fund and applicable fees, you should refer to each Money Market Fund’s prospectus. D. Prepayment of Fees For clients who elect the directed brokerage payment option, as described in this Brochure, we do not charge you commissions in advance. For the asset-based fee payment option, you pay your MSWM fees to us quarterly in advance. Conflicts of Interest Regarding Sweep Investments If BDP is your sweep, you should be aware that the Morgan Stanley Sweep Banks, which are affiliates of MSWM, will pay MSWM an annual account-based flat fee for the services performed by MSWM with respect to BDP. MSWM and the Morgan Stanley Sweep Banks will review such fee annually and, if applicable, mutually agree upon any changes to the fee to reflect any changes in costs incurred by MSWM. The fee received by MSWM may affect the interest rate paid by the Morgan Stanley Sweep Banks on your Deposit Accounts. Your Financial Advisor will not receive a portion of these fees or credits. In addition, MSWM will not receive cash compensation or credits in connection with the BDP for assets in the Deposit Accounts for Retirement Accounts. Also, the Morgan Stanley Sweep Banks have the opportunity to earn income on the BDP assets through lending activity, and that income is usually significantly greater than the fees MSWM earns on affiliated Money Market Funds. Thus, MSWM, in its capacity as custodian, has a conflict of interest in connection with BDP being the default sweep, rather than an eligible Money Market Fund. In addition, MSWM and the Morgan Stanley Sweep Banks and their affiliates receive other financial benefits in connection with the BDP. Through the BDP, each Morgan Stanley Sweep Bank will receive a stable, cost-effective source of funding. Each Morgan Stanley Sweep Bank intends to use deposits in the Deposit Accounts at the Morgan Stanley Sweep Banks to fund current and new businesses, including lending activities and investments. The profitability on such loans and investments is generally measured by the difference, or “spread,” between the interest rate paid on the Deposit Accounts at the Morgan Stanley Sweep Banks and other costs of maintaining the Deposit Accounts, and the interest rate and other income earned by the Morgan Stanley Sweep Banks on those loans and investments made with the funds in the Deposit Accounts. The cost of funds for the Morgan Stanley Sweep Banks of deposits through the sweep program in ordinary market conditions is lower than their cost of funds through some other sources, and the Morgan Stanley Sweep Banks also receive regulatory capital and liquidity benefits from using the sweep program as a source of funds as compared to some other funding sources. The income that a Morgan Stanley Sweep Bank will have the opportunity to earn through its lending and investing activities in ordinary market conditions is greater than the fees earned by us and our affiliates from managing and distributing the Money Market Funds which may be available to you as a sweep investment. Morgan Stanley has added Program Banks to the BDP in order to maximize the funding value of the deposits in BDP 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 considerations of 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 that would otherwise be insurance on deposit amounts uninsured. .In return for receiving deposits through BDP, the Program Banks provide other deposits to the Morgan Stanley Sweep Banks. This reciprocal deposit relationship provides a low-cost source of funding, and capital and liquidity benefits to both the Program Banks and the Morgan Stanley Sweep Banks. The Program Banks pay a fee to a Program Administrator in 11  Item 7: Types of Clients include individuals, trusts, banking or You may terminate participation in the programs described in this Brochure at any time by giving oral or written notice to MSWM. If you terminate your advisory agreement with the investment manager or with us during a billing quarter, we will refund to you, on a pro rata basis, any asset-based fees you prepaid to us for our services. Our clients thrift institutions, pension and profit-sharing plans, plan participants, other pooled investment vehicles (e.g., hedge funds), charitable organizations, corporations, other businesses, state or municipal government entities, investment clubs and other entities. E. Other Compensation to Financial Advisors In the CES and IMS programs, minimum account sizes are set by each manager and generally range from $250,000 to $5 million or higher. All new CES accounts with fixed income strategies will have at least a $1 million minimum account size. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss We allocate to your Financial Advisor, on an ongoing basis, part of the fees payable to us in connection with your account. The receive different compensation Financial Advisor may depending on which program you invest in, the asset class within a program that you select (e.g., equity vs. fixed income), and the rate and amount of your fee. The amount we allocate to your Financial Advisor in connection with accounts opened in programs described in this Brochure may be more than if you participate in other MSWM investment advisory programs, or if you pay separately for investment advice, brokerage, and other services. Your Financial Advisor may therefore have a financial incentive to recommend one of the programs in this Brochure instead of other MSWM programs or services. A. Method of Analysis and Investment Strategies MSWM does not provide portfolio management services in the programs listed in this Brochure. Your investment manager performs the discretionary management of your account. Financial Advisors may recommend a particular investment manager focusing on a particular strategy to clients in the CES program. However, Financial Advisors will not recommend an investment manager in the IMS program. Investing in securities involves risk of loss that you should be prepared to bear. If you invest in one of the programs described in this Brochure, the Financial Advisor may charge a fee less than the maximum fee stated above. The amount of the fee you pay is a factor we use in calculating the compensation we pay your Financial Advisor. Therefore, Financial Advisors have a financial incentive not to reduce fees. If your fee rate is below a certain threshold, we give your Financial Advisor credit for less than the total amount of your fee in calculating his or her compensation. Therefore, Financial Advisors also have a financial incentive not to reduce fees below that threshold. The sale of some financial products will benefit your Financial Adviser more than others. In the CES program, your Financial Advisor has a conflict of interest in recommending a manager with a high portfolio turnover ratio (trades frequently). We address this conflict by disclosing it to you. In the CES program, we offer a wide range of investment managers that we have selected and approved. Item 4.B above describes the basis on which we recommend particular managers to particular clients. This Item 8.A describes more generally how we select managers for and terminate managers from the CES program. If managers have more than one strategy, we may include only some of those strategies in the programs described in this Brochure, may carry different strategies in different programs, and assign different statuses to different strategies. You may be able to invest with managers directly or through brokers or agents not affiliated with MSWM, instead of investing through the CES or IMS programs. In the programs described in this Brochure, we do not charge any advisory fee in addition to commissions. Less than 50% of our revenue generated from our advisory business comes from commissions and compensation such as distribution fees for the sale of investment products we recommend to clients. GIMA evaluates managers and strategies offered by managers. GIMA may delegate some or all of its functions to an affiliate or third party. Managers may only participate in the CES program if they are on GIMA’s Focus List or Approved List discussed below. You may obtain these lists from your Financial Advisor. Only some of the managers that are approved by GIMA and are on the Focus List and Approved List may be available in CES. In addition, investment products such as the mutual funds and ETFs approved by GIMA are not offered in the CES program. Item 6: Performance Based Fees and Side by Side Management This item does not apply to the programs described in this Brochure. As well as requiring managers to be on the Focus List or Approved List, we look at other factors in determining which managers we offer in these programs, including: • Program needs (such as whether we have a sufficient number of managers available in an asset class); • Client demand; and 12  • The manager’s minimum account size. Changes in Status from Focus List to Approved List. GIMA may determine that a manager no longer meets the criteria for the Focus List but meets the criteria for the Approved List. If so, MSWM generally notifies program clients regarding such status changes on a quarterly basis in their client statements. We automatically terminate managers in the CES program if GIMA downgrades them to “Not Approved.” We may terminate managers from the program for other reasons (e.g., the manager has a low level of assets under management in the program, the manager has limited capacity for further investment, or the manager is not complying with our policies and procedures). Changes in Status to Not Approved. GIMA may determine that a manager no longer meets the criteria for either the Focus List or Approved List and therefore the manager will no longer be recommended in MSWM investment advisory programs. We notify affected clients of these downgrades. You cannot retain downgraded managers in your CES account and must select a replacement from the Approved List or Focus List, and that is available in the program, if you wish to retain the program’s benefits with respect to the affected assets. In some circumstances, you may be able to retain terminated managers in another advisory program or in a brokerage account subject to the regular terms and conditions applying to that program or account. Ask your Financial Advisor about these options. Focus List. The Focus List status indicates GIMA's high confidence level in the overall quality of the investment option and its ability to outperform applicable benchmarks or peers, as applicable, over a full market cycle. To be considered for the Focus List, a manager provides GIMA with relevant documentation on the strategy being evaluated, which may include a Request for Information (RFI), sample portfolios, asset allocation histories, its Form ADV (the form that investment managers use to register with the SEC), past performance information and marketing literature. Additional factors for consideration may include personnel depth, turnover, and experience; investment process; business and organizational characteristics; and investment performance. GIMA personnel may also interview the manager and its key personnel and examine its operations. Following this review process, managers are placed on the Focus List if they meet the required standards for Focus List status. In the CES program, MSWM generally specifies a replacement manager for a terminated manager (as discussed in Item 4.B above). In selecting the replacement manager, GIMA generally looks for a manager in the same asset class, and with similar attributes and holdings to the terminated manager. staffing, operational issues, and evaluation may take some time in-person meetings. GIMA may also review GIMA periodically reviews managers on the Focus List. GIMA considers a broad range of factors (including investment performance, financial condition). Among other things, GIMA personnel may interview each manager periodically to discuss these matters. If GIMA is familiar with a manager following repeated reviews, GIMA is likely to focus on quantitative analysis and interviews and not the require collective performance of a composite of the MSWM accounts managed by a manager and compare this performance to overall performance data provided by the manager, and then investigate any material deviations. Evaluation of Material Changes to -Managers or Strategy. If GIMA learns of a material change to a manager or strategy (e.g., the departure of an Investment Manager or Manager Team), MSWM, an affiliate or a third party retained by MSWM or an affiliate, will evaluate the manager or strategy in light of the change. This to complete. While this evaluation is being performed, the manager or strategy will remain eligible for the CES program. The GIMA designation (Focus List or Approved List) for the manager or strategy will not be altered solely because this evaluation is in progress. MSWM will not necessarily notify clients of any such evaluation. Termination of Manager or Strategy for Reasons Other than a GIMA Downgrade to “Not Approved.” As indicated above in this Item 8.A, we may terminate managers from the CES program due to a GIMA downgrade to “Not Approved”, or for various other reasons. A termination for reasons other than a GIMA downgrade to “Not Approved” will be referred to in this ADV Brochure as a “Drop in Coverage.” Approved List. The process for including and considering managers on the Approved List is less comprehensive. Managers provide GIMA with relevant documentation on the strategy being evaluated, which may include a Request for Information (RFI), sample portfolios, asset allocation histories, its Form ADV (the form that investment managers use to register with the SEC), past performance information and marketing literature. Additional factors for consideration may include personnel depth, turnover, and experience; investment process; business and organizational characteristics; and investment performance. GIMA personnel may also interview the manager or Fund and its key personnel, typically via conference call. Once we have decided to institute a Drop in Coverage for a manager, we will generally not permit clients who are not using that manager to select that manager for a CES account. However, for a period of time up to two years, we will permit clients who are using that manager to continue to do so, and to add assets to that manager. This is to allow impacted clients time and flexibility to work with their Financial Advisor to select a replacement manager. Based on the above, GIMA then determines whether the manager meets the standards for Approved List status. Approved List managers meet an acceptable due diligence standard based upon GIMA's evaluation. GIMA periodically evaluates managers on the Approved List and Focus List to determine whether they continue to meet the approved standards. During this period, GIMA will continue to evaluate the manager. If GIMA downgrades the manager to “Not Approved”, we will terminate the manager at that time (rather than allowing current clients to utilize it for the remainder of the period). During this period after we have decided to institute a Drop in Coverage, GIMA may rely more heavily on an algorithm or other 13  quantitative factors in its evaluation, and may discontinue preparation of periodic reports or other written materials. funds, ETFs, foreign securities, and the investments below. You should consult with your Financial Advisor regarding the specific risks associated with the investments in your account. Also, please review any manager’s ADV Brochure for a discussion of the material risks associated with any Strategy you may have selected. For the CES and IMS programs, please contact your manager to review any manager ADV. MSWM, its affiliates and any managers will not have any responsibility for (i) your assets not in the account, or (ii) for any act done or omitted on the part of any third party. Watch Policy. GIMA has a “Watch” policy for managers on the Focus List and Approved List. Watch status indicates that, in reviewing a manager, GIMA has identified specific areas of the manager’s business that (a) merit further evaluation by GIMA and (b) may, but are not certain to, result in the manager becoming “Not Approved.” Putting a manager on Watch does not signify an actual change in GIMA opinion nor is it a guarantee that GIMA will downgrade the manager. The duration of a Watch status depends on how long GIMA needs to evaluate the manager and for the manager to address any areas of concern. For additional information, ask your Financial Advisor for a copy of GIMA’s Watch Policy. Tactical Opportunities List. GIMA also has a Tactical Opportunities List. This consists of certain managers on the Focus List or Approved List recommended for investment at a given time based in part on then-existing tactical opportunities in the market. Risks Relating to ETFs. There may be a lack of liquidity in certain ETFs which can lead to a large difference between the bid-ask prices (increasing the cost to you when you buy or sell the ETF). A lack of liquidity can cause an ETF to trade at a large premium or discount to its net asset value. Additionally, an ETF may suspend issuing new shares and this could result in an adverse difference between the ETF’s publicly available share price and the actual value of its underlying investment holdings. At times when underlying holdings are traded less frequently, or not at all, an ETF’s returns also may diverge from the benchmark it is designed to track. Risks Relating to Money Market Funds. An investment in a money market fund is neither insured nor guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. Other Relationships with Managers. Some managers on the Approved List or Focus List may have business relationships with us or our affiliates. For example, a manager may use Morgan Stanley & Co. Incorporated (“MS&Co.”) or an affiliate as its broker or may be an investment banking client of MS&Co. or an affiliate. GIMA does not consider the existence or lack of a business relationship in determining whether to include or maintain a manager on the Approved List or Focus List. IMS Program You could lose money in money market funds. Although many money market funds classified as government funds (i.e., money market funds that invest 99.5% of total assets in cash and/or securities backed by the U.S government) and retail funds (i.e., money market funds open to natural person investors only) seek to maintain a stable $1.00 per share, they cannot guarantee they will do so. The price of other money market funds will fluctuate and when you sell shares, they could be worth more or less than originally paid. Money market funds may, and in certain circumstances will, impose a fee upon the redemption of fund shares. Please review your money market fund’s prospectus to learn more about the use of redemption or liquidity fees. In addition, if a money market fund that seeks to maintain a stable $1.00 per share experiences negative yields, it also has the option of converting its stable share price to a floating share price, or to cancel a portion of 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. Mutual funds available to be invested in the IMS program are evaluated by GIMA and included on either the Focus or Approved List. In the event GIMA downgrades any mutual fund offered in the IMS program, it will be removed from the eligible universe available to the managers if there are no holders of that downgraded fund. If there are active holders, MSWM will inform the manager that the mutual fund was downgraded. The manager has discretion to remain invested in the mutual fund or to invest in another mutual fund available on either the Focus list or Approved list. This decision will be made at the sole discretion of the manager. Please review your investment manager’s ADV Part 2 for a discussion on the method of analysis and investment strategy. For the CES and IMS programs, please contact your manager to review any manager ADV. B. Material, Significant, or Unusual Risks Relating to Investment Strategies Moreover, in some circumstances, money market funds may cease operations when the value of a fund drops below $1.00 per share. In that event, the fund’s holdings will likely be liquidated and distributed to the fund’s shareholders. This liquidation process can be prolonged and last for months. During this time, these funds would not be available to you to support purchases, withdrawals and, if applicable, check writing or ATM debits from your account. All trading in your account is at your risk. The value of the assets in your account is subject to a variety of factors, such as the liquidity and volatility of the securities markets. We and the managers do not guarantee performance, and a manager’s past performance with respect to other accounts does not predict your account’s future performance. Risks Relating to Options. There are a number of risks inherent in options trading, particularly with uncovered options. The potential loss of investing or trading in options, in general, is substantial, and the potential loss of investing or trading in uncovered call options is unlimited. In addition, certain investment strategies that managers may use in the programs described in this Brochure have specific risks, including those associated with investments in common stock, fixed income securities, American Depositary Receipts, mutual 14  An investor selling uncovered call options is in an extremely risky position, and may incur large losses if the value of the underlying instrument increases above the exercise price. As with selling uncovered calls, the risk of selling uncovered put options is substantial. The seller of an uncovered put option bears a risk of loss if the value of the underlying instrument declines below the exercise price. would cause your overall account value to decline to a greater degree than that of a less concentrated portfolio. Strategies that invest a large percentage of assets in only one industry sector (or in only a few sectors) are more vulnerable to price fluctuation than strategies that diversify among a broad range of sectors. Industry concentration is a particular risk for MLP strategies, as many MLPs are issued by companies engaged in the energy and business. resources natural is trading for in uncovered options the knowledgeable Risks Relating to Mutual Funds and ETFs that Primarily Invest in Master Limited Partnerships. In addition to the risks outlined above relating to Master Limited Partnerships, mutual funds and ETFs that primarily invest in MLPs generally accrue deferred tax liability. The fund’s deferred tax liability (if any) is reflected each day in the fund’s net asset value. As a result, the fund’s total annual operating expenses may be significantly higher than those of funds that do not primarily invest in Master Limited Partnerships. Please see the fund prospectus for additional information. therefore Investing or appropriate only investor who understands the risks, has the financial capacity and willingness to incur potentially substantial losses, and has sufficient liquid assets to meet applicable margin requirements. In this regard, if the value of the underlying instrument moves against an uncovered option writer’s options position, the investor’s broker may request significant additional margin payments. If an investor does not make such margin payments, the broker may liquidate stock, options, or other positions in the investor’s accounts, with little or no prior notice in accordance with the investor’s margin agreement. Moreover, interest charged on any margin balance may impact the expected investment return and is in addition to the MSWM Fee, the separate manager fee, and any other additional fees. See “Fees”. For combination writing, where the investor sells both a put and a call on the same underlying instrument, the potential risk is unlimited. Options investing, like other forms of investing, involves tax considerations that can significantly affect the profit and loss of buying and selling options. Investors should consult with their own tax advisors. Risks Relating to Mutual Funds and ETFs that Pursue Complex or Alternative Investment Strategies or Returns. These mutual funds and ETFs utilize non-traditional or complex investment strategies and/or derivatives for both hedging and more speculative purposes, which can increase volatility and the risk of investment loss. Certain of these funds are sometimes referred to as “liquid alternatives.” These funds often present higher costs and expenses, with certain of these funds charging fees that fluctuate with their performance. Please refer to the mutual fund or ETF’s prospectus for additional information on expenses and descriptions of the specific non-traditional and complex strategies utilized by the fund. Before investing or trading in options, an investor should read and understand the Morgan Stanley Options New Account Form and Client Agreement (including the “Special Statement for Uncovered Option Writers” contained in that Agreement, and a current copy of the “Characteristics and Risks of Standardized Options” Disclosure Document, which are both available from a Morgan Stanley Financial Advisor or Private Wealth Advisor. limited investments. tax treatment. While mutual funds and ETFs may at times utilize non- traditional investment options and strategies, they have different characteristics than unregistered privately offered alternative investments. Because of regulatory limitations, mutual funds and ETFs that seek alternative-like investment exposure must utilize a more limited spectrum of investments. As a result, investment returns and portfolio characteristics of alternative mutual funds and ETFs may materially vary from those of privately offered alternative investments pursuing similar investment objectives. They are also more likely to have relatively higher correlation with traditional market returns than privately offered alternative Non-traditional investment options and strategies are often employed by a portfolio manager to further a mutual fund’s or ETFs investment objective and to help offset market risks. However, these features may be complex, making it more difficult to understand the mutual fund’s or ETF’s essential characteristics and risks, and how it will perform in different market environments and over various periods of time. They may also expose the mutual fund or ETF to increased volatility and unanticipated risks particularly when used in complex combinations and/or accompanied by the use of borrowing or “leverage”. Risks Relating to Master Limited Partnerships. Master Limited Partnerships are liability limited partnerships or companies whose interests (limited partnership or limited liability company units) are generally traded on securities exchanges like shares of common stock. Investments in MLPs entail different risks, including tax risks, than is the case for other types of investments. Currently, most MLPs operate in the energy, natural resources, or real estate sectors. Investments in such MLP interests are subject to the risks generally applicable to companies in these sectors (including commodity pricing risk, supply and demand risk, depletion risk and exploration risk). Depending on the ownership vehicle, MLP interests are subject to varying Please see “Tax and Legal Considerations” in Item 4.B below and any mutual fund or ETF prospectus, for more information. You may obtain any mutual fund or ETF prospectus by asking your Financial Advisor. for bankruptcy or reorganization. rights generally are more Risks Relating to Differing Classes of Securities. Different classes of securities have different rights as creditor if the issuer For example, files bondholders’ than favorable shareholders’ rights in a bankruptcy or reorganization. Risks Relating to Investment in a Concentrated Number of Securities or to Investment in Only One Industry Sector (or in Only a Few Sectors). When strategies invest in a concentrated number of securities, a decline in the value of these securities 15  lead to 2016, MS&Co. and MSWM, to Over-The-Counter and Low-Priced Risks Relating Securities. Certain over-the-counter (“OTC”) and low-priced securities (“LPS”)(also referred to as penny stocks, expert market securities, or “pink sheet” stocks), have certain special characteristics and risks. For example, there may be lower liquidity in certain OTC and LPS securities, which can increase volatility and to price swings. Moreover, reliable information regarding issuers of certain OTC and LPS securities may not be available, making it less likely that quoted prices are based on full and complete information about the issuer. This lack of reliable information may also make certain OTC and LPS securities more susceptible to fraud and manipulation. In the event an issuer of an OTC or LPS security fails to report required information, such securities could become restricted to “expert” markets, which may prevent selling the security. If this happens, the value of security may be significantly negatively affected or eliminated entirely. Because OTC and LPS securities may be traded on different market systems and with different rules, they may be more susceptible to regulatory trading halts and other trading restrictions, whether imposed by MSWM, our affiliates, and/or applicable regulatory authorities; and such restrictions may be imposed without notice. • On January 13, 2017, the SEC entered into a settlement order with MSWM (“January 2017 Order”) settling an administrative action. The SEC found that from 2009 through 2015, MSWM inadvertently charged advisory fees in excess of what had been disclosed to, and agreed to by, its legacy clients of Citigroup Global Markets Inc., a predecessor of MSWM, and, from 2002 to 2009 and from respectively, 2009 inadvertently charged fees in excess of what was disclosed to and agreed to by their clients. The SEC also found that MSWM failed to comply with requirements regarding annual surprise custody examinations for the years 2011 and 2012, did not maintain certain client contracts, and failed to adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Investment Advisers Act of 1940 (the “Advisers Act”). The SEC found that, in relation to the foregoing, MSWM willfully violated certain sections of the Advisers Act. In determining to accept the offer resulting in the January 2017 Order, the SEC considered the remedial efforts promptly MSWM consented, without undertaken by MSWM. admitting or denying the findings, to a censure, to cease and desist from committing or causing future violations, to certain undertakings related to fee billing, books and records and client notices and to pay a civil penalty of $13,000,000. For other risks relating to the particular strategy you hold in your account, see your manager’s Brochure. For the CES and IMS programs, please contact your manager to review any manager Brochures. C. Risks Associated with Particular Types of Securities Please review your investment manager’s ADV Part 2 for a discussion of the material risks associated particular securities in your account. For the CES and IMS programs, please contact your manager to review any manager ADV. the SIETF’s features and risks, prior information on certain legal and Item 9: Disciplinary Information This section contains disciplinary events. • On February 14, 2017, the SEC entered into a settlement order with MSWM settling an administrative action. The SEC found that from March 2010 through July 2015, MSWM solicited approximately 600 non-discretionary advisory accounts to purchase one or more of eight single inverse exchange traded funds (“SIETFs”), without fully complying with its internal written compliance policies and procedures related to these SIETFs, which among other things required that clients execute a disclosure notice, describing to purchasing them, for MSWM to maintain the notice, and for subsequent related reviews to be performed. The SEC found that, despite being aware of deficiencies with its compliance and documentation of the policy requirements, MSWM did not conduct a comprehensive analysis to identify and correct past failures where the disclosure notices may not have been obtained and to prevent future violations from occurring. The SEC found that, in relation to the foregoing, MSWM willfully violated section 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-7 thereunder. MSWM admitted to certain facts and consented to a censure, to cease and desist from committing or causing future violations, and to pay a civil penalty of $8,000,000. • On June 29, 2018, the SEC entered into a settlement order with MSWM settling an administrative action which relates to misappropriation of client funds in four related accounts by a single former MSWM financial advisor (“FA”). The SEC found that MSWM failed to adopt and implement policies and procedures or systems reasonably designed to prevent personnel from misappropriating assets in client accounts. The SEC specifically found that, over the course of eleven months, the FA initiated unauthorized transactions in the four related client accounts in order to misappropriate client funds. The SEC found that while MSWM policies • On June 8, 2016, the SEC entered into a settlement order with MSWM (“June 2016 Order”) settling an administrative action. In this matter, the SEC found that MSWM willfully violated Rule 30(a) of Regulation S-P (17 C. F. R. § 248.30(a)) (the “Safeguards Rule”). In particular, the SEC found that, prior to December 2014, although MSWM had adopted written policies and procedures relating to the protection of customer records and information, those policies and procedures were not reasonably designed to safeguard its customers’ personally identifiable information as required by the Safeguards Rule and therefore failed to prevent a MSWM employee, who was subsequently terminated, from misappropriating customer account information. In determining to accept the offer resulting in the June 2016 Order, the SEC considered the remedial efforts promptly undertaken by MSWM and MSWM’s cooperation afforded to the SEC Staff. MSWM consented, without admitting or denying the findings, to a censure, to cease and desist from committing or causing future violations, and to pay a civil penalty of $1,000,000. 16  the FA, and reported the fraud to future violations; including certifications related provided for certain reviews prior to issuing disbursements, such reviews were not reasonably designed to prevent FAs from misappropriating client funds. Upon being informed of the issue by representatives of the FA’s affected clients, MSWM promptly conducted an internal investigation, terminated law enforcement agencies. MSWM also fully repaid the affected clients, made significant enhancements to its policies, procedures and systems (“Enhanced MSWM Policies”) and hired additional fraud operations personnel. The SEC found that MSWM willfully violated section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. The SEC also found that MSWM failed to supervise the FA pursuant to its obligations under Section 203(e)(6) of the Advisers Act. MSWM consented, without admitting or denying the findings, to a censure; to cease and desist from to certain committing or causing the to undertakings, implementation and adequacy of the Enhanced MSWM Policies and to pay a civil penalty of $3,600,000. • On December 9, 2024, the SEC entered into a settlement order with MSWM settling an administrative action, which relates to misappropriation of client funds in brokerage and advisory accounts by four former MSWM financial advisors (the “FAs”). The SEC found that MSWM failed to adopt and implement policies and procedures reasonably designed to prevent personnel from misusing and misappropriating funds in client accounts and that MSWM’s inadequate policies and procedures and systems to implement them led to its failure reasonably to supervise the four FAs, who misappropriated funds from client and customer accounts while employed at MSWM. Specifically, the SEC found that MSWM failed to adopt and implement policies and procedures reasonably designed to prevent and detect unauthorized externally-initiated ACH payments and unauthorized cash wires. Upon being informed of the potential unauthorized activity in the customer accounts of two of the FAs, MSWM promptly investigated the matters, terminated the FAs, reported the fraud to law enforcement agencies, and fully repaid the affected clients. MSWM also conducted a retroactive review of payment instructions for externally-initiated ACH payment instructions, which led to the identification of misconduct by the other two FAs. MSWM accordingly terminated the other two FAs and reported the misconduct to SEC staff. On its own initiative, MSWM instituted new written procedures to address the conduct at issue and retained an independent compliance consultant to perform a review and assessment. The SEC found that MSWM willfully violated section 206(4) of the Investment Advisers Act of 1940 (“Advisers Act”) and Rule 206(4)-7 thereunder. The SEC also found that MSWM failed to supervise the FAs within the meaning of Section 203(e)(6) of the Advisers Act and/or Section 15(b)(4)(E) of the Securities Exchange Act of 1934. MSWM consented, without admitting or denying the findings, to a censure; to cease and desist from committing or causing future violations; to certain undertakings, including the retention of an Independent Compliance Consultant to review MSWM’s policies, procedures and controls related to the conduct in the Order and to pay a civil penalty of $15,000,000. trades MSWM’s Form ADV Part 1 contains further information about its disciplinary history, and is available on request from your Financial Advisor. Item 10: Other Financial Industry Activities and Affiliations the Morgan Stanley (“Morgan Stanley Parent”) is a financial holding company under the Bank Holding Company Act of 1956. Morgan Stanley Parent is a corporation whose shares are publicly held and traded on the New York Stock Exchange (“NYSE”). Activities of Morgan Stanley Parent. Morgan Stanley Parent is a global firm engaging, through its various subsidiaries, in a wide range of financial services including: • Securities underwriting, distribution, trading, merger, • On May 12, 2020, the SEC entered into a settlement order with MSWM settling an administrative action which relates to certain information provided in marketing and client communications to retail advisory clients in MSWM’s wrap fee programs with third-party managers and MSWM’s policies and procedures related to trades not executed at MSWM. In the applicable wrap fee programs, the third- party manager has the discretion to place orders for trade execution on clients’ behalf at a broker-dealer other than Morgan Stanley. MSWM permits managers to “trade away” from MSWM in this manner in order to seek best execution for trades. The SEC found that, from at least October 2012 through June 2017, MSWM provided incomplete and inaccurate information indicating that MSWM executed most client trades and that, while additional transaction- based costs were possible, clients did not actually incur them in the ordinary course. The SEC found that this information was misleading for certain retail clients because some wrap managers directed most, and sometimes all, client trades to third-party broker-dealers for execution, which resulted in certain clients paying transaction-based charges that were not visible to them. The SEC also found to that, on occasion, wrap managers directed MSWM-affiliated broker-dealers in which clients incurred transaction-based charges in violation of MSWM’s affiliate trading policies without detection by MSWM. The SEC noted in the order that it considered certain remedial acts undertaken by MSWM in determining to accept the order, including MSWM enhancing its disclosures to clients, implementing training of financial advisors, enhancing relevant policies and procedures, and refunding clients’ transaction based charges paid to Morgan Stanley affiliates. The SEC found that MSWM willfully violated certain sections of Investment Advisers Act of 1940, specifically Sections 206(2) and 206(4) and Rule 206(4)-7 MSWM consented, without admitting or thereunder. denying the findings and without adjudication of any issue of law or fact, to a censure; to cease and desist from committing or causing future violations; and to pay a civil penalty of $5,000,000. acquisition, restructuring, real estate, project finance and other corporate finance advisory activities; 17  • Merchant banking and other principal investment activities; • Brokerage and research services; • Asset management; • Trading of foreign exchange, commodities, and structured financial products; and • Global custody, securities clearance services, and securities issuers of traded financial instruments linked lending. A. Broker-Dealer Registration Status As well as being a registered investment advisor, MSWM is registered as a broker-dealer. Trading or Issuing Securities in, or Linked to Securities in, Client Accounts. MSWM and its affiliates may provide bids and offers, and may act as a principal market maker, in respect of the same securities held in client accounts. MSWM, its affiliates and employees, the managers in its programs and their affiliates and employees, may hold a position (long or short) in the same securities held in client accounts. MSWM and its affiliates are regular to securities that may be purchased in client accounts. From time to time, the trading of MSWM, a manager or their affiliates – both for their proprietary accounts and for client accounts – may be detrimental to securities held by a client and thus create a conflict of interest between those trades and the investment advisory services that MSWM or a Sub-Manager provides to you. B. Commodity Pool Operator, or Commodity Trading Adviser Registration Status Trade Allocations. MSWM may aggregate the securities to be sold or purchased for more than one client to obtain favorable execution to the extent permitted by law. MSWM will then allocate the trade in a manner that is equitable and consistent with MSWM’s fiduciary duty to its clients (including pro rata allocation, random allocation, or rotation allocation). Allocation methods vary depending on various factors (including the type of investment, the number of shares purchased or sold, the size of the accounts, and the amount of available cash or the size of an existing position in an account). The price to each client is the average price for the aggregate order. MSWM has related persons that are commodity pool operators (Ceres Managed Futures LLC, Morgan Stanley AIP GP LP, Morgan Stanley Investment Management Inc., Morgan Stanley Cayman Ltd., Morgan Stanley AIP Cayman GP Ltd., Morgan Stanley Alternative Investment Partners LP, Morgan Stanley Hedge Premier GP, and Morgan Stanley GWM Feeder Strategies LLC) and commodity trading advisers (Ceres Managed Futures LLC, Morgan Stanley AIP GP LP, Morgan Stanley Investment Management Inc.). For a full listing of affiliated investment advisers, please see the ADV Part I. C. Material Relationships or Arrangements with Industry Participants Restrictions on Executing Trades. As MSWM is affiliated with MS&Co. and its affiliates, the following restrictions apply when executing client trades: • MSWM and MS&Co. generally do not act as principal in executing trades for MSWM investment advisory clients (except as discussed below). limit your ability • Regulatory restrictions may Services Provided to Other Clients. MSWM and its affiliates and investment managers and their affiliates provide a variety of services (including research, brokerage, asset management, trading, lending, and investment banking services) for each other and for various clients, including issuers of securities that MSWM may recommend for purchase or sale by clients or are otherwise held in client accounts, and investment management firms in the programs described in this Brochure. MSWM and its affiliates and investment managers and their affiliates receive compensation and fees in connection with these services. MSWM believes that the nature and range of clients to which such services are rendered is such that it would be inadvisable to exclude categorically all of these companies from an account. Accordingly, it is likely that securities in an account will include some of the securities of companies for which MS&Co. MSWM and investment managers and their affiliates or an affiliate performs investment banking or other services. to purchase, hold or sell equity and debt issued by Morgan Stanley Parent and its affiliates in some investment advisory programs. to execute • Certain regulatory requirements may limit MSWM’s through alternative transactions ability execution services (e.g., electronic communication networks and crossing networks) owned by MSWM, MS&Co. or their affiliates. restrictions may adversely impact client account These performance. restrictions may adversely Restrictions on Securities Transactions. There may be periods during which MSWM or investment managers are not permitted to initiate or recommend certain types of transactions in the securities of issuers for which MS&Co. or one of its affiliates is performing broker-dealer or investment banking services or has confidential or material non-public information. Furthermore, in investment advisory programs, MSWM may be certain compelled to forgo trading in, or providing advice regarding, Morgan Stanley securities, and in certain related securities. These impact your account performance. Different Advice. MSWM and its affiliates may give different advice, take different action, receive more or less compensation, or hold or deal in different securities for any other party, client, or account (including their own accounts or those of their affiliates) from the advice given, actions taken, compensation received, or securities held or dealt for your account. MSWM, the managers and their affiliates may also develop analyses and/or evaluations of securities sold in a program described in this Brochure, as well as buy and sell interests in securities on behalf of its proprietary or client accounts. These analyses, evaluations and purchase and sale activities are 18  proprietary and confidential, and MSWM will not disclose them to clients. MSWM may not be able to act, in respect of clients’ account, on any such information, analyses or evaluations. orders that extract liquidity from their books. From time to time, the amount of credits that MSWM and/or MS&Co. receive from one or more Trading System may exceed the amount that is charged. Under these limited circumstances, such payments would constitute payment for order flow. MSWM, managers and their affiliates are not obligated to effect any transaction that MSWM or a manager or any of their affiliates believe would violate federal or state law, or the regulations of any regulatory or self-regulatory body. Certain Trading Systems through which MSWM and/or MS&Co. may directly or indirectly effect client trades execute transactions on a “blind” basis, so that a party to a transaction does not know the identity of the counterparty to the transaction. It is possible that an order for a client account that is executed through such a Trading System could be automatically matched with a counterparty that is (i) another investment advisory or brokerage client of MSWM or one of its affiliates or (ii) MSWM or one of its affiliates acting for its own proprietary accounts. Options Flow Preferencing. When MSWM processes an options order for your account, the order may be routed to options exchanges with an indication that our affiliate Morgan Stanley & Co. LLC (“MS&Co.”) has a “preference” on the options order. A “preference” gives MS&Co. the ability to begin an auction among market makers in order to receive bids or offers for a transaction, however such “preference” will only result in an order executed with MS&Co. if its price is equal to or lower than the best price quoted on the relevant exchange. By “preferencing” itself, MS&Co. may generate larger trading volumes than if it were not “preferenced”, and that may result in MS&Co. receiving certain benefits. Both MSWM and MS&Co. continue to have an obligation to obtain best execution terms for client transactions under prevailing circumstances, and consistent with applicable law. Research Reports. MS&Co. does business with companies covered by its research groups. Furthermore, MS&Co. and its affiliates and client accounts, may hold a trading position (long or short) in the securities of companies subject to such research. Therefore, MS&Co. has a conflict of interest that could affect the objectivity of its research reports. Certain Trading Systems. MSWM may effect trades or securities lending transactions on behalf of client accounts through exchanges, electronic communication networks or other alternative trading systems (“Trading Systems”), including Trading Systems with respect to which MSWM or its affiliates may have a non-controlling direct or indirect ownership interest, or right to appoint a board member or observer. If MSWM directly or indirectly effects client trades or transactions through Trading Systems in which MSWM or its affiliates have an ownership interest, MSWM or its affiliates may receive an indirect economic benefit based on their ownership interest. In addition, subject at all times to its obligations to obtain best execution for its customers’ orders, it is contemplated that MSWM will route certain customer order flow to its affiliates. the extent such corporate actions result Currently, MSWM and/or its affiliates own equity interests (or interests convertible into equity) of 5% or more in certain Trading Systems or their parent companies, including MEMEX Holdings LLC; OTCDeriv Limited; EOS Precious Metals Limited; CreditDeriv Limited; FXGLOBALCLEAR; Dubai Mercantile Exchange; Japan Securities Depository Center Inc.; Yensai.com Co., Ltd; and Octaura Holdings LLC.The Trading Systems on which MSWM trades or effects securities lending transactions for client accounts and in which MSWM or its affiliates own interests may change from time to time. You may contact your Financial Advisor for an up-to-date list of Trading Systems in which MSWM or its affiliates own interests and on which MSWM and/or MS&Co. trade for client accounts. MSWM Affiliate in Underwriting Syndicate; MSWM Distribution of Securities; Other Relationships with Security Issuers. If an affiliate of MSWM is a member of the underwriting syndicate from which a security is purchased, we or our affiliates may directly or indirectly benefit from such purchase. If MSWM participates in the distribution of new issue securities that are purchased for a client’s account, MSWM will receive a fee, to be paid by the issuing corporation to the underwriters of the securities and ultimately to MSWM, which will be deemed additional compensation to us, if received by us. MSWM and/or its affiliates have a variety of relationships with, and provide a variety of services to, issuers of securities recommended for client accounts, including investment banking, corporate advisory and services, underwriting, consulting, and brokerage relationships. As a result of these relationships with an issuer, MSWM or its affiliates may directly or indirectly benefit from a client’s purchase or sale of a security of the issuer. For example, MSWM or its affiliates may provide hedging services for compensation to issuers of structured investments (such as structured notes) recommended for client accounts. In such a case, MSWM or its affiliates could benefit if a client account purchased such an instrument, or sold such an instrument to another purchaser in lieu of selling or redeeming the instrument back to the issuer, as such transactions could result in the issuer of the instrument continuing to pay MSWM or its affiliates fees or other compensation for the hedging services related to such instrument. Similarly, if the hedging service with respect to such an instrument is not profitable for MSWM or its affiliates, MSWM or its affiliates may benefit if MSWM’s client accounts holding such instruments sold or redeemed them back to the issuer. We address these conflicts by disclosing them to you in this Brochure. Also, in the event of corporate actions with respect to securities held in client accounts, to in exchanges, tender offers, or similar transactions, MSWM and/or its affiliates may participate in and/or advise on such transactions and receive compensation. The interest of MSWM’s affiliates in these corporate actions may conflict with the interest of MSWM clients. In addition, where an affiliate of MSWM is representing or advising the issuer in a transaction, the interest of the issuer may conflict with client interests and create a potential conflict of interest for MSWM. MSWM also provides various services to issuers, their affiliates, and insiders, including but not limited to, stock plan services and financial education for which MSWM receives compensation. Certain Trading Systems offer cash credits for orders that provide liquidity to their books and charge explicit fees for MSWM Affiliate as Investment Advisor or Service Provider. Affiliates of MSWM may serve as the investment advisor or 19  other service provider for certain funds or strategies offered in the Program and earn investment management fees for providing investment advisory services to such funds or strategies (or earn other fees for providing other services). As a result, we may have a potential conflict of interest in recommending these funds or strategies over others. through referrals of brokerage or investment advisory accounts to MSWM or to the Financial Advisor or employees of MSWM affiliates by such manager. These managers may include a manager recommended to clients by the Financial Advisor or employees of MSWM affiliates in any of the Consulting Group programs. Affiliated Sweep Investments. MSWM has a conflict of interest in selecting or recommending BDP or Money Market Funds as the Sweep Investment. See Item 5.C above for more information. Other Investment Products Available. Client understands that managers may offer to the public other investment products such as mutual funds with similar investment styles and holdings as those investment products offered through the Consulting Group programs. Such products may be offered at differing fees and charges that may be higher or lower than the fees imposed by MSWM under a Consulting Group program. Other Business with Certain Firms. Certain investment management firms (which may include managers) do other business with MSWM or its affiliates. Block Trades. Manager may direct some block trades to MSWM for execution, which blocks may include trades for other clients of MSWM and/or manager. Although MSWM executes these block trades at no commission, MSWM may obtain a benefit from executing these block trades, as a result of the increased trading volume attributable to these blocks. Investments in Sweep Investments or Mutual Funds. As described in Item 1.C above, with respect to non-Retirement Account clients, MSWM or its affiliates earn greater compensation from mutual funds than from separate accounts. At times, a manager may believe that it is in a client’s interest to maintain assets in cash, particularly for defensive purposes in volatile markets. The above-described Bank Deposit Program revenue and fees for money market funds for accounts of non- Retirement Account clients and other payments create a conflict of interest to the extent that the additional payments influence MSWM to recommend or select a strategy, model, manager, or investment style that favors cash balances. Please note that the Financial Advisor does not receive any of the Bank Deposit Program revenue or fees from money market funds as described herein. funds in various Investment Management Limited Related Investment Advisors and Other Service Providers. MSWM has related persons that are the investment advisers to mutual investment advisory programs (including Morgan Stanley Investment Management Inc., Morgan Stanley and Consulting Group Advisory Services LLC as well as Eaton Vance and its affiliates). If you invest your assets in an affiliated mutual fund, MSWM and its affiliates earn more money than if you invest in an unaffiliated mutual fund. Generally, for Retirement Accounts, MSWM rebates or offsets fees so that MSWM complies with IRS and Department of Labor rules and regulations. investment affiliates serve Affiliated Managers. From time to time, we may offer managers in the CES program that are affiliated with us. Although some investment managers and/or some investment strategies may be available in more than one program, each program may offer investment managers and other features that are not available in other MSWM programs. The Client understands that we and our affiliates will receive more aggregate fees when the Client selects a manager affiliated with us than if the Client selects a manager that is not affiliated with us. Thus, MSWM and its Financial Advisors have a conflict of interest when identifying affiliated managers to the Client. Client may choose only unaffiliated managers if it so desires. Similarly, if a manager is not affiliated with us but we have an ownership share in the manager, we and our Financial Advisors have a conflict of interest in identifying that manager to the Client because, as an owner, we benefit from the manager’s profits. to certain open-end Morgan Stanley Investment Management Inc. and certain Eaton in various advisory, Vance management, and administrative capacities to open-end and closed-end investment companies and other portfolios (some of which are listed on the NYSE). Morgan Stanley Services Company Inc., its wholly owned subsidiary, provides limited transfer agency services investment companies. Morgan Stanley Distribution Inc. serves as distributor for the open-end investment companies, and has entered into selected dealer agreements with MSWM and affiliates. Morgan Stanley Distribution Inc. also may enter into selected dealer agreements with other dealers. Under many of these agreements, MSWM and affiliates, and other selected dealers, are compensated for sale of fund shares to clients on a brokerage basis, and for shareholder servicing (including pursuant to plans of distribution adopted by the investment companies pursuant to Rule 12b-l under the Investment Company Act of 1940). Nonpublic Information. In the course of investment banking or other activities, MSWM, the managers, and each of their respective affiliates and Agents may from time to time acquire confidential or material nonpublic information that may prevent them, for a period of time, from purchasing or selling particular securities for the account. You acknowledge and agree that MSWM, the managers, and each of their respective affiliates and Agents will not be free to divulge or to act upon this information with respect to their advisory or brokerage activities, including their activities with regard to the account. This may adversely impact the investment performance of the account. Related persons of MSWM act as a general partner, administrative agent or special limited partner of a limited partnership or managing member or special member of a limited liability company to which such related persons serve as adviser or sub-adviser and in which clients have been solicited in a brokerage or advisory capacity to invest. In some cases, the Benefits to Financial Advisors. Client understands that MSWM or Financial Advisors or employees of MSWM affiliates may receive a financial benefit from any manager in the form of compensation for trade executions for the accounts of the manager or accounts that are managed by such manager or 20  general partner of a limited partnership is entitled to receive an incentive allocation from a partnership. calculate interest and therefore these products have different risks and considerations. See Item 5.C above for a description of cash sweep investments managed or held by related persons of MSWM. linked to investors that are considering purchasing Market Transition Away from LIBOR. The following applies to holders of products directly or the London Interbank Offered Rate indirectly (“LIBOR”) or the Secured Overnight Financing Rate (“SOFR”) and such products. Depending on your current holdings and investment plans, this information may or may not be applicable to you. Affiliates of MSWM participate on central bank committees that have been selecting alternative rates and developing transition plans for trading these new rates. In addition, MSWM and its affiliates may have interests with respect to LIBOR- and SOFR- linked products that conflict with yours as an investor. As with any investment, make sure you understand the terms of any LIBOR- and SOFR-based products you hold and the terms of those that you are considering purchasing. Other products and services offered by or through MSWM or its affiliates, such as loans and mortgage products, may have different terms and conditions and may be affected by the potential replacement of LIBOR differently than LIBOR-based securities. LIBOR had been a widely used interest rate benchmark in bond, loan, and derivative contracts, as well as consumer lending instruments such as mortgages. However, as a result of concerns with the integrity of LIBOR and how it is determined, LIBOR will cease to be published and will be replaced by alternative reference rates. products, please This is a developing situation and the above information is subject to change. For more information on the potential replacement of LIBOR, the recommended alternative rate, SOFR, and certain considerations relating to LIBOR- and SOFR-linked see www.morganstanley.com/wm/LIBOR. Please also contact a member of your Morgan Stanley team for information, including if you have questions about whether you hold LIBOR-based products. D. Material Conflicts of Interest In the advisory programs described in this Brochure, MSWM recommends investment advisers to clients. Many of the investment advisers that are available in the MSWM advisory program provide conferences and other training sessions to the Financial Advisors. Specifically, overnight and one-, three-, six- and 12-month USD LIBOR will no longer be published after June 30, 2023. However, regulators have indicated that the time until then is to be used only for managing existing LIBOR-based products. All settings for GBP, EUR, JPY and CHF LIBOR, and one-week and two-month settings for USD LIBOR, are no longer being published, although synthetic versions of GBP and JPY LIBOR rates will be published for a period of time. The committee convened by the U.S. Federal Reserve Board and the Federal Reserve Bank of New York, the Alternative Reference Rates Committee (ARRC), has selected SOFR as the recommended alternative benchmark rate to USD LIBOR. In addition, certain investment advisers also manage Funds, alternative products, or act as a sub-adviser to Mutual Funds affiliated with MSWM. Since MSWM receives fees from the mutual fund or its adviser, MSWM has a conflict to recommend the mutual fund products instead of the investment adviser managing the account directly. such products as your Payments from Managers. Managers may also sponsor their own educational conferences and pay expenses of Financial Advisors attending these events. MSWM’s policies require that the training or educational portion of these conferences comprises substantially the entire event. Managers may sponsor educational meetings or seminars in which clients as well as Financial Advisors are invited to participate. the economics of Managers are allowed to occasionally give nominal gifts to Financial Advisors, and to occasionally entertain Financial Advisors, subject to a limit of $1,000 per employee per year. MSWM’s non-cash compensation policies set conditions for each of these types of payments, and do not permit any gifts or target. entertainment conditioned on achieving a sales The market transition away from LIBOR to alternative rates is complex and could have a range of impacts on financial products and transactions directly or indirectly linked to LIBOR. For example, the fallback provisions in your LIBOR-based products, or the absence thereof, could have an adverse effect on the value investment as well of strategy. Documentation governing existing LIBOR-based products may contain “fallback provisions”, which provide for how the applicable interest rate will be calculated if LIBOR ceases or is otherwise unavailable. Fallback provisions can materially differ across products and even within a given asset class. Furthermore, such provisions may not contemplate alternative reference rates such as SOFR (in particular in older documentation) and/or may result in increased uncertainty and change the product when LIBOR ceases. Clients utilizing hedging strategies may also face basis risk due to inconsistent fallback provisions in their various investments. Recently, federal legislation was signed into law that will provide for a SOFR-based rate plus a spread to replace LIBOR for those contracts without effective fallback provisions. We address conflicts of interest by ensuring that any payments described in this “Payments from Managers” section do not relate to any particular transactions or investment made by MSWM clients with managers. Managers participating in programs described in this Brochure are not required to make any of these types of payments. The payments described in this such section comply with FINRA rules relating to With respect to an investment in SOFR-linked products and products that will fallback to SOFR, you should understand the terms of the particular product and the related risks. The composition and characteristics of SOFR are not the same as LIBOR and, as a result, SOFR may not perform in the same way as LIBOR would have. Further, the SOFR-linked products that have been issued to date apply different market conventions to 21  activities. Please see the discussion under “Funds in Advisory Programs” in Item 5.C for more information. See Items 10.C and D. above, for a description of Conflicts of Interest. Trade Errors Item 11: Code of Ethics, Trade Errors, Participation or Interest in Client Transactions and Personal Trading B. Whether made by MSWM, by agents acting on our behalf or otherwise in connection with your account, or by or on behalf of an Executing Sub-Manager, trade errors do occur from time to time. MSWM maintains policies and procedures to ensure timely detection, reporting, and resolution of trade errors involving client accounts. In general, once a trade error has been identified, we take prompt, corrective action, returning the client’s account to the economic position it would be in absent the error. Once the trade error is resolved with respect to the client’s account, the handling of any resulting gain or loss can vary depending on the circumstances and the specific type of error; typically, however, any net gain or loss is either booked to the relevant error account or, in certain situations resulting in a net gain, donated to the Morgan Stanley Foundation. C. Securities in Which You or a Related Person Have a Material Financial Interest See “Cash Sweeps” in Item 5.C. D. Investing and Other Interests in Securities Which You or a Related Person Recommend to Clients A. Code of Ethics The MSWM US Investment Advisory Code of Ethics (“Code”) applies to MSWM’s employees, supervisors, officers, and directors engaged in offering or providing investment advisory products and/or services (collectively, the “Employees”). In essence, the Code prohibits Employees from engaging in securities transactions or activities that involve a material conflict of interest, possible diversion of a corporate opportunity, or the appearance of impropriety. Employees must always place the interests of MSWM’s clients above their own and must never use knowledge of client transactions acquired in the course of their work to their own advantage. Supervisors are required to use reasonable supervision to detect and prevent any violations of the Code by the individuals, branches, and departments that they supervise. See the following in Item 10.C: • “Trading or Issuing Securities in, or Linked to Securities in, Client Accounts” (including pre-approval “Restrictions on Securities Transactions” The Code generally operates to protect against conflicts of interest either by subjecting Employee activities to specified requirements) or by limitations prohibiting certain activities. Key provisions of the Code include: “Research Reports” “Certain Trading Systems” • • • • “Transaction-Related Agreements with MS&Co., Citi and Affiliates” • The requirement for certain Employees, because of their potential access to non-public information, to obtain their supervisors’ prior written approval or provide pre-trade notification before executing certain securities transactions for their personal securities accounts; E. Conflicts of Interest Created by Contemporaneous Trading See “Different Advice” in Item 10.C. restrictions on personal • Additional Item 12: Brokerage Practices securities transaction activities applicable to certain Employees (including Financial Advisors and other MSWM employees who act as portfolio managers in MSWM investment advisory programs); A. Factors in Selecting or Recommending Broker-Dealers for Client Transactions • Requirements for certain Employees to provide initial and annual reports of holdings in their Employee securities accounts, along with quarterly transaction information in those accounts; and MSWM does not recommend broker-dealers to effect client securities transactions. For the programs listed in this Brochure, securities are executed through MSWM. For the programs described in this Brochure, we do not receive research or soft dollars, nor recommend other broker-dealers. • Additional requirements for pre-clearance of other activities including, but not limited to, Outside Business Activities, Gifts and Entertainment, and U.S. Political Contributions and Political Solicitation Activity. You can obtain a copy of the Code of Ethics from your Financial Advisor. 22  We offer, but do not recommend, request, or require clients to select directed brokerage as the option to pay their investment advisory program fees. alternative methods of communication where available. Even if you have done so, we may deliver trade confirmations after the completion of each trade. You may also receive mutual fund prospectuses, where appropriate. site, please go On request, you may use direct brokerage commissions to pay your MSWM advisory fee. As described above in Item 4.B, you enter into a separate agreement with each investment manager. Your investment manager, as per your direction, directs trades to MSWM. MSWM executes trades on a best execution basis and the commissions generated compensate MSWM and the Financial Advisor. Notwithstanding the commissions that pay for MSWM’s investment advisory fee, you still pay your investment manager’s fee. We will provide periodic reviews of your account. These reviews show how your account investments have performed, either on an absolute basis or on a relative basis compared to recognized indices (such as Standard & Poor’s indices). You may access these reports through MSWM’s online account services site. To access these reports in the online account service to: https://www.morganstanleyclientserv.com, log on, and select “Account Documents”. If, however, you would like to receive these reports by mail, please call 1-888-454-3965. If you select a manager with a high portfolio turnover ratio (executes many trades in the portfolio) you may pay an overall fee that is higher than if you negotiated an asset-based fee that is lower than the overall transaction costs. Please see Item 15 for a discussion “Custody” for additional details. B. Aggregation of Securities Transactions Item 14: Client Referrals and for Clients Other Compensation Investment managers submit trade orders for all clients with the same strategy to MSWM. The investment manager decides how to allocate the trade orders. Please see your investment manager’s ADV Brochure for more information. For the CES and IMS programs, please contact your manager to review any manager ADV Brochures. See “Payments from Managers” in Item 10.D above. MSWM may compensate affiliated and unrelated third parties for client referrals in accordance with Rule 206(4)-3 of the Advisers Act. If the client invests in an investment advisory program, the compensation paid to any such entity will typically consist of an ongoing cash payment stated as a percentage of MSWM’s advisory fee or a one-time flat fee, but may include cash payments determined in other ways. Item 13: Review of Accounts Frequency and Nature of Review of Client Accounts or Financial Plans At account opening, we confirm that the account and the investment strategy are appropriate investments for you. Your Financial Advisor is then responsible for reviewing your account on an ongoing basis. We will ask you at least annually if your investment objectives have changed. If your objectives change, you should discuss with your Financial Advisor whether your selected manager is still appropriate for your needs. Consulting Group’s operations department conducts various checks on a periodic basis (e.g., inactive accounts). Item 15: Custody MSWM acts as custodian. Unless you have appointed another custodian, MSWM is the custodian and provides you with written confirmation of securities transactions, and account statements at least quarterly. You may waive the receipt of trade confirmations after the completion of each trade in favor of alternative methods of communication where available. You may also receive mutual fund prospectuses, where appropriate. MSWM will maintain custody of all cash, securities and other assets in the account and the section titled “Cash Sweep” in Item 5.C below will apply to you. See Item 15 “Custody” for a discussion of confirmations, account statements and periodic reviews. Stanley Online, please go We will provide periodic reviews of your account. These reviews show how your account investments have performed, either on an absolute basis or on a relative basis compared to recognized indices (such as Standard & Poor’s indices). You may access these reports through MSWM’s online account services site (“Morgan Stanley Online”). To access these reports to: in Morgan https://www.morganstanleyclientserv.com, log on, and select “Accounts.” If, however, you would like to receive these reports by mail, please call 1-888-454-3965. Factors Prompting Review of Client Accounts other than a Periodic Review On an annual basis, your Financial Advisor will discuss with you if your investment criteria have changed. Additionally, if we downgrade your CES investment manager, we will generally discuss with you the options regarding a replacement investment manager. We or our affiliates may provide the manager(s), confirmations of transactions in the account affected by us or our affiliates, and/or account statements, if a manager so requests or if required by law. Content and Frequency of Account Reports to Clients Unless you have appointed another custodian in a program where you may do so, MSWM is the custodian and provides you with written confirmation of securities transactions, and account statements at least quarterly. You may waive the receipt of trade confirmations after the completion of each trade in favor of MSWM does not act as custodian. In the CES and IMS programs you have the option to retain a custodian other than 23  you, the Designated Custodian or any other person or entity (including access to online systems). You understand that the Designated Custodian will be liable to you pursuant to the terms of the custodian agreement and any other agreement that relates to the Designated Custodian’s services to you. regardless of any MSWM. Your outside custodian (“Designated Custodian”) will maintain custody of the cash, securities, and other investments in your account and will receive and credit to your account all interest, dividends, and other distributions received on the assets in the account. Since your assets are not held in custody at MSWM, they will not be included under MSWM’s SIPC coverage. The rights and authority of MSWM with respect to such assets, including as to transfers of assets held with the Custodian, will be limited to those set forth in the Account Agreement, separate agreements or arrangements you may have or enter into with such Custodian. MSWM disclaims any broader rights that may be contained in your separate agreement with the Custodian. Except as indicated below, all other terms of your Account Agreement will apply. MSWM will not be liable for any failure on your part to fulfill any of your obligations under your Client Agreement including any misrepresentation or omission with respect to arrangements you must make with, and information and instructions you must provide to, the Designated Custodian; (ii) any failure of the Designated Custodian to follow your or our instructions, including with respect to fee payments, any delivery or receipt securities or payment for securities required; and (iii) any failure of the Designated Custodian to fulfill its obligations, including timely provision of any information that the Designated us. Custodian is required to provide to Fees. Please see the section titled “Fees and Compensation” in Item 5 for details. Your Designated Custodian will advise you of your cash sweep options and the section titled “Cash Sweeps” in Item 5.C will not apply to you. In general, in computing the MSWM Fee, we shall rely on information received from your Designated Custodian with respect to the value of assets in the account. If any information to be provided by the Designated Custodian is unavailable or believed to be unreliable, we will value assets in a manner we determine in good faith to reflect fair market value. By signing the brokerage agreement and Account Agreement, you also acknowledge to us that (i) you are authorized to retain the Designated Custodian; (ii) you have instructed and authorized the Custodian in writing to receive and follow instructions from us with respect to the purchase and sale of securities in your account and the payment of the MSWM fee, (iii) that you have authorized and instructed the Designated Custodian information to provide us promptly with any regarding the account that we require to perform our obligations, including pricing information for the securities in the account, and (iv) you have arranged with the custodian to provide you and us with account statements at least quarterly, identifying the amount of funds and of each security in the account at the end of the reporting period and setting forth all transactions in the account during that period. Liquidations and share class conversions. MSWM will not liquidate any fractional share positions of equity securities, closed-end funds or ETFs created in your account. The provisions in your Account Agreement and in this Brochure regarding MSWM converting shares of open-end mutual funds in a client’s account to an advisory share class will not apply to your account. Termination. Upon termination of your Account Agreement with MSWM, you will instruct the Designated Custodian with respect to the securities and funds held in your account. If you instruct the Designated Custodian or manager to liquidate any securities in the account, you may be subject to taxation on all or part of the proceeds of such liquidation. You understand that, upon termination, it is your responsibility to monitor the assets held in your account and that we will no longer have any further obligation to act or give advice with respect to those assets. Account Statements. You should arrange with the Designated Custodian to provide you and us with account statements at least quarterly, identifying the amount of funds and of each security in your account at the end of the reporting period and setting forth all transactions in your account during that period. You or your designee must notify MSWM promptly of any other changes in the account. For trades executed through MSWM, we can provide you with copies of individual confirmations of transactions. We may also provide additional periodic reports. The election of delivery confirmations set forth in your Account Agreement. Item 16: Investment Discretion In the programs described in this Brochure, we do not accept investment discretion. By signing the Account Agreement, you acknowledge to us that MSWM shall have no responsibility or liability with respect to transmittal or safekeeping of such cash, securities, or other asset of the account, or the acts or omissions of the Designated Custodian or others with respect thereto. You will direct the Designated Custodian to furnish to MSWM from time to time such reports concerning assets, receipts, and disbursements with respect to the account as MSWM shall reasonably request. You may designate a replacement custodian upon written notice to us. MSWM does not assume any responsibility for the accuracy of any reports or other information furnished or made available by Item 17: Voting Client Securities For the programs described in this Brochure you may (i) authorize the manager to receive the proxy-related materials, annual reports, and other issuer-related materials for securities in the account and (ii) delegate to the manager the proxy voting rights for these securities (and, thereby, authorize the manager to further delegate these proxy voting rights to, or otherwise use services provided by, a third-party proxy voting or advisory service). If you do so and you are a Retirement Account subject to the provisions of ERISA, you hereby designate the manager as a “named fiduciary” (within the meaning of ERISA) with the 24  authority to appoint and delegate a third-party proxy voting service satisfactory to the manager as “investment manager” (within the meaning of ERISA) for the limited purpose of voting proxies with respect to issuers of securities held in the account. Notwithstanding the above, you are responsible for taking action on any legal actions or administrative proceedings, including class actions and bankruptcies, effecting securities in your account and we will forward you related materials we receive. You can revoke your authorization and delegation later by giving us written notice in accordance with your Account Agreement. Alternatively, you may expressly reserve the right for you (or another person you specify to us, not including MSWM) to receive the issuer-related materials and exercise the proxy voting rights for securities in your account. Please note that MSWM does not accept proxy voting authority in the programs listed in this Brochure, or provide advice or take action with respect to legal proceedings (including bankruptcies) relating to the securities in your account, except to the extent required by law. Item 18: Financial Information MSWM is not required to include a balance sheet in this require or solicit Brochure because MSWM does not prepayment of more than $1,200 in fees per client, six months or more in advance. MSWM does not have any financial conditions that are reasonably likely to impair its ability to meet its contractual commitments to clients. MSWM and its predecessors have not been the subject of a years. bankruptcy petition during the past ten 25  Affiliated Money Market Funds Fee Disclosure Statement and Float Disclosure Statement Sweep Vehicles in Retirement Accounts Retirement Accounts generally effect sweep transactions of free credit balances into Deposit Accounts established under the Bank Deposit Program (“BDP”). The table below describes the fees and expenses charged to assets invested in shares of the Money Market Funds in which the account invests (expressed as a percentage of each fund’s average daily net assets for the stated fiscal year). • The rate of Advisory Fee and Distribution and Service Fees (including 12b-1 fees) (whether in basis points or dollars) cannot be increased without first obtaining shareholder approval. • Expenses designated as “Other Expenses” include all expenses not otherwise disclosed in the table that were deducted from each fund’s assets or charged to all shareholder accounts in the stated fiscal year (and may change from year to year). These fees and expenses are generally paid to MSIM, MSWM and/or its affiliates for services performed. The aggregate amount of these fees is stated in the tables below. The amounts of expenses deducted from a fund’s assets are shown in each fund’s statement of operations in its annual report. MSIM and/or its affiliates may, from time to time, waive part or all of its advisory fee or assume or reimburse some of a fund’s operating expenses (this may be for a limited duration.). Such actions are noted in the fund’s prospectus and/or statement of additional information. The table below shows the Total Annual Fund Operating Expenses (before management fee waivers and/or expense reimbursements) and the Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements. MSWM expects to provide services as a fiduciary (as that term is defined under ERISA or the Code) with respect to Retirement Accounts. MSWM believes that investing in shares of the funds for sweep purposes is appropriate for Retirement Accounts because using professionally managed Money Market Funds allows you to access cash on an immediate basis, while providing a rate of return on your cash positions pending investment. As is typical of such arrangements, we use only affiliated money funds for this purpose. MSWM believes that investing a Retirement Account’s assets in the Deposit Accounts is appropriate. Terms of the BDP are further described in the BDP Disclosure Statement (available at: http://www.morganstanley.com/wealth- investmentstrategies/pdf/BDP_disclosure.pdf). The fund expense information below reflects the most recent information available to us as of December 31, 2024, and is subject to change. Please refer to the funds’ current prospectuses, statements of additional information and annual reports for more information. Total Annual Fund Operating Fund Advisory Fee Distribution and Service Fees Shareholder Service Fee Other Expenses Expenses Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements 0.15% 0.25% 0.25% 0.08% 0.73% 0.45% MSILF Government Securities- Participant Share Class 0.15% N/A 0.10% 0.11% 0.36% 0.36% MS U.S. Government Money Market Trust 26  Interest Earned on Float If MSWM is the custodian of your account, MSWM retains as compensation, for providing services, the account’s proportionate share of any interest earned on cash balances held by MSWM (or an affiliate) with respect to assets awaiting investment including: • new deposits to the account (including interest and dividends) and • uninvested assets held by the account caused by an instruction to the custodian to buy and sell securities (which may, after the period described below, be automatically swept into a sweep vehicle). This interest is generally at the prevailing Federal Funds interest rate. Generally, with respect to such assets awaiting investment: • when the custodian receives the assets on a day on which the NYSE is open (“Business Day”) and before the NYSE closes, the custodian earns interest through the end of the following Business Day; and • when the custodian receives the assets on a Business Day but after the NYSE closes, or on a day which is not a Business Day, the custodian earns interest through the end of the second following Business Day. 27 

Form ADV Wrap Fee Program Brochure Morgan Stanley Smith Barney LLC Select UMA® Program March 28, 2025 2000 Westchester Avenue Purchase, NY 10577 Tel: (914) 225-1000 www.morganstanley.com This Wrap Fee Program Brochure provides information about the qualifications and business practices of Morgan Stanley Smith Barney LLC (“MSWM”). If you have any questions about the contents of this Brochure, please contact us at (914) 225-1000. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about MSWM also is available on the SEC’s website at www.adviserinfo.sec.gov. Registration with the SEC does not imply a certain level of skill or training.  Item 2: Material Changes This section identifies and discusses material changes to the ADV Brochure since the version of this Brochure dated March 28, 2024. For more details on any particular matter, please see the item in this ADV Brochure referred to in the summary below. Platform Fee Updates were made to the description of the Platform Fee and Offset Credit structure, including change in the Platform Fee rate. See Item 4.A., Platform Fee for more information. Account Minimums Updates were made to the minimum account size in MAPS. Item 5: Account Requirements and Types of Clients, Account Minimums. Dollar Cost Averaging is introduced as an available service to Select UMA clients. See Item 4.A, Dollar Cost Averaging for more information. Pathway Solutions Updates were made to investment products available in the Firm’s Pathway models. MAPS Strategies Updates were made to certain MAPS Strategies. See Exhibit C, MAPS Strategies and Methods of Analysis for more information. Bank Deposit Program Updates were made to describe the Morgan Stanley Sweep Banks’ role in setting interest rates paid on deposits received through the Bank Deposit Program. See Item 4.C, Cash Sweeps for more information. Update to the Disciplinary Information On December 9, 2024, the SEC entered into a settlement with MSWM regarding an administrative action. In this matter, MSWM, without admitting or denying the findings and without adjudication of any issue of law or fact, consented to the entry of the order that finds that MSWM willfully violated certain sections of the Investment Advisers Act of 1940 (“Advisers Act”), specifically Sections 206(2) and 206(4) and Rule 206(4)-7 promulgated thereunder. The SEC also finds that MSWM failed to supervise the FAs within the meaning of Section 203(e)(6) of the Advisers Act and/or Section 15(b)(4)(E) of the Securities Exchange Act of 1934. See Item 9 in the ADV Brochure for further information. 2  Item 3: Table of Contents Item 2: Material Changes...................................................................................................................................................................................... 2 Item 3: Table of Contents...................................................................................................................................................................................... 3 Item 4: Services, Fees, and Compensation ........................................................................................................................................................... 4 A. General Description of the Select UMA ® Program and Services .......................................................................................................... 4 General Description of the Select UMA Program .................................................................................................................................... 4 Account Opening ................................................................................................................................................................................... 8 Ineligible Securities ............................................................................................................................................................................... 9 Fractional Shares .................................................................................................................................................................................10 Dollar Cost Averaging ..........................................................................................................................................................................10 Trading and Execution Services ............................................................................................................................................................11 Trade Confirmations, Account Statements and Performance Reviews .................................................................................................12 Risks ....................................................................................................................................................................................................12 Tax and Legal Considerations...............................................................................................................................................................16 Fees .....................................................................................................................................................................................................18 B. Comparing Costs .................................................................................................................................................................................20 C. Additional Fees ....................................................................................................................................................................................21 Funds in Advisory Programs .................................................................................................................................................................21 Cash Sweeps .......................................................................................................................................................................................23 D. Compensation to Financial Advisors .....................................................................................................................................................25 Item 5: Account Requirements and Types of Clients ..........................................................................................................................................25 Item 6: Portfolio Manager Selection and Evaluation ............................................................................................................................................25 A. Selection and Review of Portfolio Managers and Funds for the Program .............................................................................................25 Eligible Financial Advisors ...................................................................................................................................................................25 Selection and Review of Sub-Managers, Mutual Funds and ETFs .......................................................................................................25 Calculating Sub-Manager and Fund Performance ................................................................................................................................27 B. Conflicts of Interest ...............................................................................................................................................................................27 C. MSWM and Financial Advisors acting as Portfolio Managers ................................................................................................................31 Description of Advisory Services ...........................................................................................................................................................31 Tailoring Services for Individual Clients .................................................................................................................................................31 Wrap Fee Programs .............................................................................................................................................................................31 Performance-Based Fees .....................................................................................................................................................................31 Methods of Analysis and Investment Strategies ....................................................................................................................................31 Policies and Procedures Relating to Voting Client Securities ................................................................................................................31 Item 7: Client Information Provided to Portfolio Managers ...................................................................................................................................32 Item 8: Client Contact with Portfolio Managers .....................................................................................................................................................32 Item 9: Additional Information ..............................................................................................................................................................................32 Disciplinary Information.........................................................................................................................................................................32 Other Financial Industry Activities and Affiliations ..................................................................................................................................34 Code of Ethics ......................................................................................................................................................................................35 Trade Errors .........................................................................................................................................................................................36 Reviewing Accounts .............................................................................................................................................................................36 Client Referrals and Other Compensation .............................................................................................................................................36 Financial Information ............................................................................................................................................................................36 Exhibit A...............................................................................................................................................................................................................37 Exhibit B ..............................................................................................................................................................................................................42 Exhibit C ..............................................................................................................................................................................................................44 3  Item 4: Services, Fees, and Compensation and determined that the recommended investment products are appropriate for you. We will provide on-going investment advice to you and monitor your investments to ensure that they remain consistent with your investment objectives and risk tolerance. Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management,” “MSWM”, “we”, “us” or “our”) is a registered investment adviser and a registered broker-dealer. MSWM is one of the largest financial services firms in the U.S. with branch offices in all 50 states and the District of Columbia. We will not effect transactions between your accounts and our own accounts (which is referred to as “principal trading”) without your informed consent, except as permitted by applicable law, rule, or regulation. We will seek to obtain the most favorable terms for any transaction that we make in your accounts. This practice is often referred to as “best execution.” MSWM offers clients many different advisory programs that have different features and support different types of investment strategies. This Form ADV Brochure (“Brochure”) is for the Select UMA program offered by MSWM (“Program”). You may obtain ADV Brochures for other MSWM investment advisory programs at www.morganstanley.com/ADV or by asking your Financial Advisor, your Private Wealth Advisor if you are a Morgan Stanley Private Wealth Management client, or your Institutional Consultant if you are Morgan Stanley Graystone Consulting client. Throughout the rest of this Brochure, “Financial Advisor” means your Financial Advisor, Private Wealth Advisor, or Institutional Consultant, as applicable. MSWM is a Fiduciary to You. We will supervise our Financial Advisors and other MSWM professionals to ensure that they are providing investment advisory services within applicable guidelines and we will monitor our employees to ensure that they meet prevailing ethical standards. We will disclose material matters to you impacting MSWM, your Financial Advisors, and the investment advisory services we provide to you. In serving as investment adviser in the Program, MSWM is a fiduciary to you. We are registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Act”), which places a fiduciary obligation on us when providing the investment advisory services described herein. Unless you have selected an external custodian, your account assets are generally custodied at MSWM, except that certain “sweep” assets held in the Bank Deposit Program are custodied with Morgan Stanley Bank, NA or Morgan Stanley Private Bank, NA (together the Morgan Stanley Sweep Banks”) or certain third- party Program Banks. Please see Item 4.C Services, Fees and Compensation -- Additional Fees – Cash Sweeps below, for more information. We will clearly disclose information about the fees you pay, and we receive. For information on how we protect and use your personal and financial information, please refer to our Privacy Pledge at: https://www.morganstanley.com/privacy-pledge Additional details about the statements described above are found throughout this Brochure. A. General Description of the Select UMA ® In addition, we reasonably expect to act as a “fiduciary”, as that term is defined in Section 3(21)(A) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and/or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), when providing investment advisory services to Retirement Accounts in the Program. For purposes of this Brochure (including .Exhibit B), the term “Retirement Account” applies to (i) “employee benefit plans” (as defined under Section 3(3) of ERISA), which include pension defined contribution, profit-sharing and welfare plans sponsored by private employers, as well as similar arrangements sponsored by governmental or other public employers; (ii) individual retirement accounts “IRAs” (as described in Section 4975 of the Code); and (iii) Coverdell Educational Savings Accounts. Program and Services General Description of the Select UMA Program As a fiduciary, we will assure that your best interests come first. We endeavor to provide you full disclosure of all material facts relating to our investment advisory relationship with you. Our advisory programs are designed to avoid conflicts of interest. In situations where the appearance of, or potential for, such a conflict exists, we will clearly disclose the details to you. A key feature of the Program is that we will provide you with objective investment advice. Investment products available for your account have gone through an intensive due diligence process by our experienced professionals. Our recommendations of such products are made after we have reviewed your investment goals, risk tolerance, and financial situation with you The Program is a unified managed account program in which MSWM acts as investment adviser and sponsor. Your account may invest in some or all of the following investment products (each an “Investment Product”), which may or may not be affiliated with MSWM: (i) mutual funds, including open-end and closed-end mutual funds; (ii) exchange traded funds (“ETF’s”); and/or (iii) separately managed accounts (“SMAs”) managed by an affiliated or third-party portfolio manager (a “Sub-Manager”). Mutual funds and ETFs throughout this Brochure shall be referenced as “Funds”. 4  As discussed below, Morgan Stanley Portfolio Solutions (“MSPS”) encompasses the discretionary model portfolio offering at MSWM that includes certain Investment Products, specifically Managed Advisory Portfolio Solutions (“MAPS”), MAPS Third Party Strategies, Firm Discretionary and Pathway Solutions. Services Provided MSWM shall assist with the review and evaluation of your investment objectives, financial goals and risk tolerance based on the information you provided to us at account opening. Based on such information, MSWM and you (or MSWM in the event you have elected Financial Advisor Discretion or Firm Discretion, as defined below) shall select an SMA as the Investment Product in Single SMA Strategy accounts or a portfolio of Investment Products for a Multi-Style account. Creating a Portfolio in a Multi-Style Account SMAs are managed by either a “Model Sub-Manager” or an “Executing Sub-Manager.” A Model Sub-Manager selects the securities to be included in a model portfolio (“Model Portfolio”). The Model Portfolio is then implemented by MSWM, consistent with its discretionary investment and trading authority, and subject to any reasonable restrictions imposed by you and accepted by MSWM. An Executing Sub-Manager selects the securities to be included in the portfolio and then directs the execution through MSWM’s agency trading desks or through third-party broker dealers, in accordance with its best execution obligations. MSWM has entered into an agreement with each Sub-Manager and has received representations from each Sub- Manager that it is registered as an Investment Adviser under the Act or is exempt from such registration. In your Account Agreement with MSWM, you authorize each Sub-Manager, for an SMA Investment Product selected for or by you, to act as investment adviser to you and exercise discretion to select securities for your account, as described above. MSWM will provide each Sub-Manager with such information regarding you as is reasonably necessary for the Sub-Manager to fulfill its obligations to you and to MSWM. See Item 7 (Client Information Provided to Portfolio Managers) below, for more information. The Sub-Manager may delegate some or all of its functions to an affiliate or third-party upon MSWM’s approval. In such instance, the Sub-Manager shall remain liable for the performance of all its obligations pursuant to its agreement with MSWM. In order to construct a Portfolio for a Multi-Style account, MSWM and you will first select an asset allocation investment model (a “Model”) from among investment models pre-defined by MSWM. Each of the available Models will represent a different asset allocation and will include one or more asset classes appropriate for the investment objective and risk tolerance you have indicated. MSWM will be responsible for setting the initial asset allocation of each Model and adjusting it from time to time as MSWM deems appropriate. This may include adding asset classes to a Model at any time that MSWM determines that it is appropriate to do so (an “Asset Class Addition”), in accordance with the procedures outlined below. You can choose either a “Single SMA Strategy” or a “MultiStyle” account in the Program. A Single SMA Strategy account invests in only one SMA while a Multi-Style account includes multiple Investment Products in one unified managed account. Except where you have elected a Custom Asset Allocation Model, as defined below, in the event of an Asset Class Addition, MSWM may add a new Asset Class to a Model and may, without further consent from you, populate the new Asset Class with an appropriate Investment Product. At times, there may be no allocation to an asset class that was formerly in a Model. MSWM generally selects and approves each Investment Product, available for investment through the Program, based on a variety of factors and then provides ongoing due diligence and monitoring of those investment products as described further in Item 6 below. Each Investment Product for which MSWM or Consulting Group Advisory Services LLC (i) is the Sub-Manager, (ii) is the sponsor, or (iii) provides investment management or other services, shall be referred to in this Brochure as an “MSWM Investment Product.” We generally do not perform due diligence on MSWM Investment Products. Additionally, MSWM Investment Products are generally not available to a Retirement Account except in instances where the advisory or management fee is offset, reduced, or adjusted. Please see Item 6 (Portfolio Manager Selection and Evaluation) below, for more information on Investment Product selection and below under “Fees” in this Item 4 for further information about MSWM Investment Products in Retirement Accounts. limited Investment Products offered or managed by an affiliate of MSWM, to Morgan Stanley Investment including but not Management Inc. (“MSIM”) and Eaton Vance Management (“EVM”), are not included in the definition of MSWM Investment Products. You may choose to adopt either the “tactical” or “strategic” version of a Model (“Tactical Allocation Model” or “Strategic Allocation Model” respectively). Tactical Allocation Models use a 1-year outlook based on marginal changes in economic, geopolitical, fundamental, technical, and near-term risk indicators. Strategic Allocation Models use a 7-year time horizon based on current macro regime (business cycle, relative valuations, volatility, and correlation trends). MSWM may leave the Tactical Allocation Model or the Strategic Allocation Model asset allocation unchanged for as long as MSWM deems appropriate. However, it is anticipated that MSWM will change the asset allocation of the Tactical Allocation Model several times per year, while MSWM will change the asset allocation of the Strategic Allocation Model only about once per year. Changes in the asset allocation or an Asset Class Addition will likely result in transactions in your account, and these transactions could have tax consequences for a taxable account. 5  If you do not choose to opt into the customized rebalancing preferences, your accounts will continue to undergo Default Rebalancing. Rebalancing transactions may have tax consequences for a taxable account. If you elect to create a custom portfolio (a “Custom Asset Allocation Model”), you or MSWM (in the event you have elected Financial Advisor Discretion or Firm Discretion) will define the Model by setting the asset allocation and adjusting the asset allocation from time to time as you or MSWM (as applicable) deems appropriate. Your Financial Advisor may utilize recommendations of the MSWM Global Investment Office (“MSWM GIO”) as a resource in assisting you in defining a Custom Allocation Model. Should rebalancing call for an allocation to a security in an amount that is deemed de minimis to the overall strategy, the allocation may not be filled, impacting the strategy’s holding and potentially the performance. Once a Model has been selected, MSWM and/or you (as applicable) will construct a Portfolio by populating each asset class comprising the Model with one or more Investment Products from the universe of Sub-Managers, mutual funds and ETFs that are on MSWM’s Focus List or Approved List (or their equivalent from time to time), as described in Item 6 below. Please see Item 6 (Portfolio Manager Selection and Evaluation) below, for more information on Investment Product selection. If you have elected to utilize Tax Management Services (described below), your tax management elections, specifically those identified in this Brochure Exhibit A, Item B, as well as any investment restrictions you have designated, will prevail over any conflicting rebalancing activity and such rebalancing activity will not be implemented for as long as it is contrary to either your selected tax management services or any designated investment restrictions Rebalancing Types of Discretionary Authority There are three types of discretionary authority for you to select for your account in the Program. Default Rebalancing: In the normal course, MSWM will rebalance your account periodically, whenever MSWM adjusts the asset allocation for a Model, if the asset allocation for your account deviates from the Model allocation by an amount set by MSWM, and/or as requested by you or your Financial Advisor. Client Discretion: In such instance, you have the authority and responsibility to select the Sub-Manager, Investment Products and Models to be applied to your account. to Default Customized Rebalancing: As an alternative Rebalancing, you, through your Financial Advisor, will have the option to set customized rebalancing preferences that will rebalance impacted accounts based on the criteria you select. The criteria can be based upon either frequency or market movement. You may elect to implement customized rebalancing at any time. For frequency-based rebalancing, your accounts will be rebalanced on either a monthly, quarterly, semi-annual, or annual basis, and on or about the specific day that you indicate. For market movement, or drift, rebalancing, you instruct us to rebalance your account if a given Investment Product within your account deviates from its target allocation by the percentage deviation that you set (e.g., 10%). Drift rebalancing will be triggered if the deviation exists at close of business and the accounts will be rebalanced on or about the following business date. Rebalancing preferences may cause your account’s composition and performance to deviate from the model or investment strategy. You may, at any time, instruct MSWM, through your Financial Advisor, to revise customized rebalancing preferences. Also, if you have elected Financial Advisor Discretion (as discussed below), your Financial Advisor may change your rebalancing preferences at any time. Financial Advisor Discretion: You may elect “Financial Advisor Discretion”, pursuant to which you grant your Financial Advisor discretion to (i) select and change Sub-Managers or Investment Products for you without your prior authorization; (ii) if you have the Custom Asset Allocation Model, define and adjust the Model asset allocation; (iii) for the Strategic Asset Allocation Model and the Tactical Asset Allocation Model, select an asset allocation (predefined by MSWM) for your account and change from Strategic Asset Allocation Model to Tactical Allocation Model or vice versa; and (iv) select between the Strategic Asset Allocation Model, Tactical Asset Allocation Model, Custom Asset Allocation Model, and Single SMA Strategy versions of the Program and to change from one version to another at any time. Within “Financial Advisor Discretion”, MSWM will exercise discretion primarily through your Financial Advisor. If, for any reason, and in the sole discretion of MSWM, your Financial Advisor is unable to render such services, temporarily or permanently, or terminates his or her employment with MSWM, MSWM will continue to render such services and will promptly assign another Financial Advisor to act in such capacity on a temporary or permanent basis. Where you have selected “Financial Advisor Discretion,” your Financial Advisor may elect to invest a portion of your account assets in a Firm Discretion Model portfolio (as described below) as a sub-strategy within your account whereby such portion of your assets will be managed by a portfolio management team within MSWM rather than your Financial Advisor. 6  Clients. This is because there are no Investing with Impact Investment Products for some Asset Classes. Firm Discretion: You can instead elect “Firm Discretion”, pursuant to which you grant MSWM discretion to select and/or change Sub-Managers and/or Investment Products for you. If you elect Firm Discretion, you may not select a Custom Asset Allocation Model. If you are invested in an Investing with Impact portfolio, (i) MSWM will restrict its selection of Investment Products to Investing with Impact Investment Products (in the event that an Investing with Impact Investment Product is removed from the Portfolio and no replacement Investment Product that qualifies as an Investing with Impact Investment Product is available, MSWM reserves the right to utilize a non-Investing with Impact Investment Product as a replacement); (ii) MSWM may select any type of Investing with Impact Investment Product (mutual fund, ETF or Separately Managed Account); and (iii) the sweep investment will not be an Impact Investment. If you select Firm Discretion, you can select one of our Firm Discretion Model Portfolios. Such Model Portfolios may hold only one type of Investment Product, such as mutual funds, ETFs, or SMAs, or invest in any combination of such Investment Product types in the same account. In certain instances, a mutual funds-only model may include ETFs in order to represent a certain asset class where a mutual fund is not available and vice versa. In such case, the replacement ETF or mutual fund, as applicable, will be referenced in the description of the investment strategy. In addition, through our Value-Aligned Investment Solutions feature, you and your Financial Advisor can allocate account assets to Investment Products and strategies that meet your social investment needs while restricting Investment Products that don’t meet those criteria. Tax Management For certain institutional clients, we may provide access to Model Portfolios to be used by such institutional clients in the implementation of their own investment management programs or their own accounts. Additionally, we may provide access to Model Portfolios to be used by one or more of our affiliates, such as E*TRADE Capital Management, LLC, in the implementation of their own investment advisory programs. Tax Management Services is an account feature whereby MSWM shall seek to limit net realized capital gains when implementing equity transactions in your account. The Tax Management Terms and Conditions, which are attached to this Brochure as Exhibit A, will govern Tax Management Services we provide to you in your account. Under Firm Discretion, MSWM makes available certain “Pathway Fund Models” which invest in Morgan Stanley’s Pathway Funds mutual funds and ETFs, which are affiliated with MSWM. One such Model is the Pathway Target Date Model, where the asset allocation changes as the time to the selected Target Date nears. A Pathway Fund Model may come in additional allocations including but not limited to Target Date, Strategic, Tactical or U.S. Focused. Investing with Impact Your Financial Advisor may be able to enroll your eligible accounts in Tax Management Services, at their discretion, and you will receive confirmation in writing when this occurs. In such instance, for eligible accounts, the default tax mandate will be Item B.7 of the Tax Management Terms and Conditions. Alternatively, you can elect Tax Management Services for your account by informing your Financial Advisor. You may change your tax mandate or revoke your consent and discontinue receiving Tax Management Services for your account at any time by contacting your Financial Advisor. Previously realized capital gains in an account during a current calendar year, in addition to gains in your other related accounts, can impact our ability to manage the account in accordance with your selected tax mandate. “Investing with Impact” Investment Products seek to limit their underlying investments to socially responsible firms or enterprises (“Impact Investments”). The Sub-Manager of any SMA or the manager of any Fund in the account (not you, MSWM or any affiliate) will determine in its sole judgment whether an underlying investment is an Impact Investment. However, MSWM will determine in its reasonable judgment whether an Investment Product is eligible to be considered an Investing with Impact Investment Product. The performance of an Investing with Impact Investment Product will differ from that of a non-Investing with Impact Investment Product. You can select from a number of Firm Discretion Investing with Impact Portfolios. If you have selected one of these options (“Investing with Impact Clients”), you will only be permitted to select the Strategic Asset Allocation Model (you will not be permitted to select the Tactical or Custom Asset Allocation Models). The asset allocation investment Models pre-defined by MSWM for Investing with Impact Clients will be different from the Models pre-defined by MSWM for non-Investing with Impact The account’s composition and performance may vary significantly from that of client accounts for which similar Tax Management Services have not been selected. Tax Management Services may also impact account rebalancing or any applicable investment restrictions. In the event of any conflict between rebalancing activity or an investment restriction, the Tax Management Services selected by you will prevail and contrary rebalancing activity or investment restrictions may not be implemented for as long as such rebalancing activity or investment restrictions are contrary to your Tax Management Services elections. In such instance, your account may not receive the benefits of certain recommended purchases and sales of securities that may have been implemented through rebalancing or by following your investment restrictions. 7  MSWM’s Role as a Sub-Manager in the Select UMA Program In the event an Executing Sub-Manager has been assigned its own target allocation and thereby executes its own tax management services within a multi-style account, MSWM and the Executing Sub-Manager may receive separate tax instructions as determined by the client or FA. As a result, MSWM and the Executing Sub- Manager will be responsible for their respective tax instructions. However, neither MSWM nor the Executing Sub-Manager guarantee absolute adherence to their respective tax instructions and, as explained in the Tax Management Terms and Conditions, MSWM or the Executing Sub-Manager may be required to exceed the applicable tax instruction from time to time. MSWM acts as the discretionary Sub-Manager for certain investment strategies available in the Program, acting through any portfolio management team to whom the Consulting Group Investment Committee or the Investment Solutions Investment Committee, as applicable, has delegated any or all of its portfolio management functions. Such strategies are referred to in this Brochure as “Managed Advisory Portfolio Solutions” or “MAPS” Strategies and are included in the definition of MSWM Investment Products. A list of such MAPS Strategies and a description of each is included in Exhibit C of this Brochure. MAPS and MAPS Third-Party Strategies are discretionary model portfolios under the Morgan Stanley Portfolio Solutions (“MSPS”) platform. In addition to (or instead of) electing Tax Management Services, you can request that MSWM seek to “harvest” tax losses or gains in your account. You must make such request each time that you desire “tax harvesting.” Fixed income securities are not eligible for tax harvesting but equity securities, mutual funds, and ETFs (including those that invest in fixed income securities) may be eligible. In effecting tax harvesting, MSWM will not consider dividends in your account or any assets outside of your account in which the tax harvesting occurs. By making such a request, you direct MSWM, upon receipt of such a “tax harvesting” request, to sell certain securities in order to realize capital gains or losses, and to reinvest the proceeds of this sale into broad- based ETFs, cash equivalents or other appropriate securities. Upon receipt of your tax harvesting instruction, MSWM will: (i) seek to sell equity securities or ETF or mutual fund shares, as applicable, in order to realize capital gains or losses in the account; (ii) MSWM also offers the “MAPS Third-Party Strategies.” If you select one of these strategies, a third-party registered investment adviser not affiliated with MSWM (the “Model Portfolio Provider”) delivers a model portfolio (the “Third-Party Model Portfolio”) to MSWM and MSWM, as investment adviser to you, serves as discretionary portfolio manager for this SMA Investment Product. Although MSWM generally intends to follow the Third- Party Model Portfolios, as discretionary portfolio manager it has the discretion to deviate from the Third-Party Model Portfolios. The Third-Party Model Portfolios be comprised of some or all mutual funds and/or ETFs that are affiliated with the Model Portfolio Provider and pay fees and other compensation to the Model Portfolio Provider and its affiliates. In some cases, mutual funds and/or ETFs in a Third-Party Model Portfolio are managed by MSWM or our affiliates. In such instances, except for Retirement Accounts, you will pay an underlying mutual fund and/or ETF fee to MSWM or our affiliates that is separate and apart from the Morgan Stanley Advisory Fee. reinvest the proceeds of such sale in one or more broad based ETFs, cash equivalents or other appropriate securities during any applicable wash sale period; and MSWM’s Role To Implement the Portfolio in the Select UMA Program (iii) after the expiration of any applicable wash sale period, sell the such ETF shares, cash equivalents or other securities and invest the proceeds in the account in accordance with the applicable asset allocation. As Manager, MSWM provides following portfolio implementation and coordination services (as applicable) with respect to your accounts invested in the Program: (i) implementing, consistent with our discretionary investment and trading authority, investment instructions furnished to MSWM by Sub-Managers with respect to the specific securities to be purchased, held, or sold for your accounts, and the account assets to be allocated to each such security; rebalancing your accounts; and (ii) implementing reasonable restrictions imposed by you. (iii) Account Opening You can request tax harvesting as outlined above (i) for specified securities, (ii) in a specified total amount, or (iii) in the maximum amount available. Securities in the account will be sold proportionately to achieve any requested losses/gains. If an ETF or other investment utilized, if any, increases in value during any applicable wash sale period, such increase can result in a short- term capital gain to you when sold upon expiration of the applicable wash sale period. There is no guarantee that “tax harvesting” requests received late in a calendar year will be completed before year-end, or that “tax harvesting” will achieve any particular tax result. We act only at your instruction. Tax investment performance. impact harvesting can adversely Neither MSWM nor any affiliate make any guarantee that tax harvesting will be successful or provide any tax advice. You should consult with your own tax advisor regarding tax “harvesting” or any other tax issues. To open an account in the Program, you must provide certain information to us, including but not limited to your investment objectives, financial goals, and risk tolerance. You must also enter into the MSWM Single Advisory Contract (the “Single Advisory Contract”). The Single Advisory Contract governs the terms of 8  your existing and future investment advisory accounts and relationships with MSWM. MSWM has discontinued use of the Select UMA client agreement for opening new accounts (but some existing Select UMA accounts may have been opened using the Select UMA client agreement). The Select UMA client agreement and the Single Advisory Contract shall be collectively referred to as the “Account Agreement” You will also be required to execute a brokerage account agreement. All the terms of the Account Agreement and the brokerage account agreement will set forth our mutual obligations regarding the Program and your account. standard codes used in financial services and research provided by independent service providers). For MSWM implemented strategies, in the event that a security or category of securities is restricted, the portion of the account that would have been invested in any restricted security or category of securities may be redistributed across the remaining allocation of your account’s investment strategy or invested in cash, cash equivalents, or an ETF. For strategies managed by an Executing Sub-Manager, that Sub-Manager is responsible for implementation of restrictions, and it may be handled differently than MSWM. Regardless of whether MSWM or an Executing Sub-Manager implements your chosen account restrictions, your account’s performance will deviate from that of the model or investment strategy. Ineligible Securities implemented by following your If you have elected Tax Management Services, any applicable transactions necessary to implement your Tax Management Services elections will prevail over your investment restrictions. In such instance, your account may not receive the benefits of certain recommended purchases and sales of securities that may investment have been restrictions. Conversely, your designated investment restrictions will prevail over contrary account rebalancing preferences. In this instance, such rebalancing activity will not be implemented for as long as it is contrary to any designated investment restrictions. We may automatically apply restrictions on equity securities of companies with which we believe you are an affiliate under the federal securities laws. If you hold these securities in your account, they will be characterized as ineligible securities and subject to the terms described above (Item 4.A, Ineligible Securities). In addition, the restriction will prevent additional shares of these equity securities from being purchased in your account. MSWM may liquidate such equity securities at your direction, after they have been appropriately cleared. Such restrictions may cause your account’s composition and performance to deviate from the model or investment strategy in which your account is invested. Any applicable restrictions will be removed, without notice to you, when the affiliation has been removed from our records, which may result in the securities being included in the billable market value or performance calculation of your account. investment with any Morgan Stanley reserves the right to determine which assets are eligible for investment in the Program and, accordingly, may at any time and without notice to you, decline to include any security for any reason in your accounts (“Ineligible Security”). Additionally, Morgan Stanley may restrict a security and deem such security ineligible if it becomes subject to any type of sanctions or trading restrictions imposed by a specific country or regulatory authority (“Sanctioned Security”). If you are holding a Sanctioned Security, you may face additional limitations, including the inability to trade on it or transfer it. Morgan Stanley retains discretion over enforcement and compliance with applicable sanctions-related regulations and laws. If we determine that a security in your account is an Ineligible Security or Sanctioned Security: (a) Morgan Stanley will not provide advice on, make recommendations with respect to, or manage, as applicable, and therefore does not act as a fiduciary with respect to such security; (b) such security will not be included in the billable market value of your account and, as a result, your Fee may change; (c) such security will not be included in the performance calculation of your account, and (d) you may not receive trade confirmations for transactions you make with regard to such security. If we determine that a security that was previously determined to be an Ineligible Security or Sanctioned Security is now eligible, (a) we will provide investment advice on it, make recommendations with respect to, or manage, as applicable, and therefore act as a fiduciary with respect to such security (b) such security will be included in the billable market value of your account and as a result, your fee may change, (c) such security will be included in the performance calculation of your account, and (d) you may receive trade confirmations for transactions you make with regard to such security. Investment Restrictions The compliance of any investment restrictions shall be determined on the date of purchase only, based upon the price and characteristics of the investment on that purchase date compared to the value of the account as of the most recently preceding valuation date. Although we will accept reasonable restrictions as described above, we will not have any obligation to manage your account in accordance with any investment guidelines, policy statements or other documents unless we specifically agree to do so in writing. You may request reasonable restrictions on the management of your account, such as that certain specified securities or certain categories of securities not be purchased for your account. This request can be made verbally or in writing, but MSWM may require that any such request (or any changes to the request) be in writing. MSWM will accept reasonable restrictions on specific common equity and fixed income securities, as well as on certain categories of equity securities (e.g., tobacco companies). MSWM will determine in its reasonable judgment how to implement such restrictions and which specific securities fall within the restricted category. In doing so, we may rely on outside sources (e.g., 9  Fractional Shares of the trade (i.e., held vs. not held). For orders less than 1 share, the fractional share will be treated as held. If a pre-market fractional share “sell” order is submitted and MSWM does not hold any shares in inventory, MSWM will be required to purchase one share in the market to be able to round the fractional share up to a whole share before the order can be sent for execution. In that case, the trade will not receive the opening auction price for these executions. In the event of a trading halt, all trading, including fractional share transactions, will be halted until the halt is lifted and trading resumes. With fractional share investing, your account may be eligible to purchase fractional share positions of equity securities, closed-end funds, ETFs and other eligible securities in accordance with your account asset allocation. Fractional share investing is offered as an accommodation in Select UMA. MSWM is under no obligation to continue to facilitate, support or execute any fractional share transaction or custody of fractional shares in the future. There is no guarantee that there will be a market for fractional shares of a particular security and MSWM has not committed to, and is not obligated to, make a market in such securities. Certain securities and investment strategies may be ineligible for fractional share investing, as determined by MSWM in its discretion. If certain previously eligible securities or investment strategies in your account become ineligible for fractional share investing, we will process a liquidation of such fractional share positions and will credit the proceeds to your account. The potential benefits of investing in fractional shares include, but are not limited to, achieving greater opportunity for portfolio diversification by allowing your account to hold more positions and asset classes within your portfolio which your account might not otherwise have been able to hold; participating in fractional dividend distribution; and lowering cash holdings. Additional Considerations for “Sell” Orders: If a fractional share “sell” order is placed and MSWM does not hold any shares in inventory, MSWM will be required to purchase one share in the market to be able to round the fractional share up to a whole share before the order can be sent for execution. For example, for a “sell” order of 100.5 shares, MSWM would need to match up 0.5 shares from inventory with the order of 100.5 shares in order to be able to route out whole shares for execution. If MSWM does not have any shares in inventory, MSWM would go out into the market and buy 1 share. It would then match up 0.5 shares (keeping the other 0.5 shares in inventory) with the 100.5 share order and route out a “sell” order of 101 to the market for execution. As such, there could be a delay in execution of such “sell” order as we obtain a share to match up with the fractional share trade in order to facilitate its execution. Clients holding fractional shares can see these portfolio positions reported in US dollars or shares. However, fractional shares are typically not recognized outside of Morgan Stanley and, therefore are illiquid, and cannot be sold directly into the market and cannot be transferred via an automatic clearinghouse or to another brokerage firm. Fractional share positions will need to be liquidated upon termination of your UMA account or if you decide to move the positions to your advisory account in another MSWM program or transfer the positions to another brokerage firm. Dividends, Corporate Actions and Voting: You are entitled to receive any dividends paid on your fractional share positions. The dividend payable in respect of your fractional share position will be an amount proportionate to your ownership interest. Fractional shares will be eligible to participate in both mandatory corporate actions (e.g., stock splits, mergers) as well as voluntary corporate actions (e.g., tender offers). However, you will not have voting rights for any of the fractional shares held in your account. You will only be permitted to vote in respect of your whole share positions. In addition to the limited liquidity and transferability, there are other unique features, limitations, and risks that you should be aware of before engaging in fractional share investing: For additional information about fractional share trading, please contact your Financial Advisor. Order Types: MSWM only accepts market and limit orders for fractional share orders of 1 share or greater; for orders less than 1 share, only market orders are accepted. Dollar Cost Averaging Capacity & Order Execution: fractional share transactions cannot be routed to an exchange or other market makers for execution. Therefore, the fractional share component of an order will need to be matched up with shares held in inventory by MSWM to make a whole share which can then be routed for execution. This means that MSWM will be trading alongside the fractional share trade to facilitate the order. In this case, the order will be routed out for execution in an agency capacity. MSWM will not be trading with these orders as principal. (See “Trading and Execution” below for more information on trading alongside). For orders greater than 1 share, the fractional share portion of the trade will be treated in the same manner as the whole share potion When available, you may elect to implement Dollar Cost Averaging for your Select UMA account by directing your Financial Advisor. Dollar Cost Averaging is a short-term investment approach whereby you can contribute additional cash into your already invested Select UMA account for the designated purpose of investing the contribution over time. Specifically, rather than investing the full amount of the contribution immediately, fixed dollar portions of the contribution are automatically invested at regular intervals (daily, weekly, bi- weekly, or monthly, for example) over a designated period of up to 6 months, as instructed by you, no matter the direction of the market or investment. 10  If MSWM or an Executing Sub-Manager trades with another firm, you may be assessed other trading related costs (mark-ups, mark- downs and/or other fees and charges) by the other broker-dealer. Those costs are in addition to your Program fees, as described in this Brochure, and will be included in the net price of the security and will not be reflected as a separate charge on your trade confirmations or account statements. There are certain Executing Sub-Managers (including, but not limited to, Executing Sub- Managers offering municipal, corporate, and convertible fixed income strategies) that have historically directed most, if not all, their trades to outside broker dealers. Transactions through any other broker-dealer would normally include additional trading related costs included in the net price for trades executed away from MSWM. These additional trading costs may increase your overall costs. For information about costs incurred, please see “Additional Fees” in Item 4.C below for details or contact your Financial Advisor. The aim of Dollar Cost Averaging is to, potentially, reduce the overall impact of price volatility and lower the average cost per share. There is no guarantee that Dollar Cost Averaging will achieve the desired results and it could diminish the overall realized or potential performance of the respective investment or strategy. Dollar Cost Averaging will cause a specific portfolio’s performance to differ from that of the respective investment or strategy. When you instruct your Financial Advisor to implement Dollar Cost Averaging, you authorize us to make all trades or transactions necessary to carry-out Dollar Cost Averaging of the entire contribution over the designated period. You may cancel Dollar Cost Averaging at any time by informing your Financial Advisor; and upon cancellation, unless you instruct your Financial Advisor otherwise, any amounts remaining from the initial Dollar Cost Averaging contribution will be invested pursuant to the respective investment or strategy. Dollar Cost Averaging is only available for additional contributions in Select UMA accounts which have already been fully invested. Information provided by the Sub-Managers with respect to step out trades and their related costs is available at www.morganstanley.com/wealth/investmentsolutions/pdfs/adv/s otresponse.pdf. For information about costs incurred or if the Sub- Manager you have selected or are considering is not listed or if step-out information is not available for a Sub-Manager, please contact your Financial Advisor. A client could elect to maintain the designated contribution for dollar cost averaging in a brokerage account and undertake periodic, manual transfers into their Select UMA account to dollar cost average, but without the convenience and systematic service benefits of the Dollar Cost Averaging platform. Contributions made for Dollar Cost Averaging are included in the calculation of the Fee and the Platform Fee. Therefore, MSWM has a conflict of interest, as it has an incentive to recommend Dollar Cost Averaging in an account for which the contributed assets are included in the Fee and Platform Fee calculation. Trading and Execution Services Where an Executing Sub-Manager effects trades for an account in the Program, the Executing Sub-Manager (and not MSWM) has discretion over broker-dealer selection and execution and is responsible for meeting its best execution obligations to you, as well as related obligations as to the terms of any transaction (including price). Before selecting an Executing Sub-Manager, you should carefully review all material related to that Executing Sub-Manager, including any disclosure on whether the Executing Sub-Manager uses broker-dealers other than MSWM or its affiliates to effect any trades and any additional trading costs (brokerage commissions or other charges) associated with executing trades at such other broker-dealers. MSWM or an Executing Sub-Manager will, consistent with either party’s respective discretionary investment and trading authority, effect transactions for the purchase or sale of securities and other investments in your account. MSWM or an Executing Sub- Manager, as applicable, may effect securities transactions for the account through MSWM and its affiliates, subject to legal requirements of “best execution”, your needs, and, if applicable, the requirements of ERISA and the rules and regulations thereunder. Under certain circumstances, you, or if you have granted discretion to your Financial Advisor or the Firm, your Financial Advisor may request trading to be temporarily halted in your account for a maximum period of ten (10) days. During this period, your account will not be traded but you will continue to incur applicable fees and expenses, including the Morgan Stanley Advisory Fee and Sub-Manager Fee, as applicable. Once this ten-day period expires, your account may be rebalanced to align it with your selected investment strategy and normal account activity will resume. Please consult your Financial Advisor for more details. MSWM or an Executing Sub-Manager has the authority to effect transactions through broker-dealers other than MSWM or its affiliates when MSWM or an Executing Sub- Manager reasonably believes that such other broker-dealer may effect such transactions at a price, including any mark-ups, mark- downs and/or other fees and charges, that is more favorable to your account than would be the case if transacted through MSWM or its affiliates. In addition, even if the price is not more favorable, for the selection of such broker-dealer, MSWM or an Executing Sub-Manager may consider all relevant factors, including speed, efficiency, confidentiality, execution capabilities, familiarity with potential purchasers or sellers, or any other relevant matters. MSWM refers to trades on which we are not the executing broker as “step out trades.” We or your Sub-Manager may aggregate orders for the same securities with other clients, including, with respect to MSWM, our own accounts, and accounts of our employees or related persons. 11  Risks In such cases, each account in the aggregated transaction is charged or credited with the average price per unit and, where applicable, any additional fees. The authorization to aggregate trades also applies to the purchase and sale of fractional shares of eligible securities (see above, “Fractional Shares”, for further information on fractional share trading eligibility and risk characteristics). Fractional shares do not trade in the market and therefore require MSWM to engage in a practice called “trading along-side.” MSWM adds a fractional share to aggregated buy or sell orders so that the order is rounded up to whole shares, and the additional fractional share is purchased or sold by MSWM. All clients that are part of the aggregated order, including MSWM, receive the average price for that block trade order. All trading in your account is at your risk. The value of the assets held in an account is subject to a variety of factors, such as the liquidity and volatility of the securities markets. Investment performance of any kind is not guaranteed, and MSWM’s, a Financial Advisor’s or a Sub-Manager’s past performance does not predict future performance. In addition, certain investment strategies that mutual funds, ETFs or Sub- Managers may use in the Program have specific risks which are described in more detail below and include, but are not limited to, those associated with investments in common stock, fixed income securities, American Depositary Receipts, mutual funds, ETFs, foreign securities, and certain over-the-counter and low-priced securities. You should consult with your Financial Advisor regarding the specific risks associated with the investments in your account. Please review any Sub-Manager’s ADV Brochure for a description of the material risks associated with any strategy you may have selected. You can obtain your Sub-Manager’s ADV Brochure at www.morganstanley.com/ADV or by asking your Financial Advisor. As part of this fractional share trading along-side process, MSWM maintains a facilitation account that holds a small number of shares of eligible securities in inventory for sell orders and keeps cash on hand for buy orders. Due to a variety of factors—such as the number of trades executed, allocating fractional shares to multiple clients at one time, and market price volatility—MSWM could accrue a net profit or loss in its fractional share facilitation account. You can obtain further details regarding the trading along-side process by contacting your Financial Advisor. Trade Confirmations, Account Statements and Performance Reviews Risks Relating to ETFs. There may be a lack of liquidity in certain ETFs which can lead to a large difference between the bid-ask prices (increasing the cost to you when you buy or sell the ETF). A lack of liquidity can cause an ETF to trade at a large premium or discount to its net asset value. Additionally, an ETF may suspend issuing new shares and this could result in an adverse difference between the ETF’s publicly available share price and the actual value of its underlying investment holdings. At times when underlying holdings are traded less frequently, or not at all, an ETF’s returns also may diverge from the benchmark it is designed to track. Unless you have appointed another custodian, MSWM acts as the custodian of the assets in your account and provides you with written confirmation following each securities transaction in your account and an account statement at least quarterly. You can waive the receipt of trade confirmations after the completion of each trade, for certain types of securities, in favor of alternative methods of communication, where available. Even if you have done so, we may deliver trade confirmations after the completion of each trade and, where appropriate, you may also receive mutual fund prospectuses. Risks Relating to Exchange Traded Notes. Risks of investing in exchange traded notes (“ETNs”) include, among others, index or benchmark complexity, price volatility, market risk associated with the index or benchmark, uncertain principal repayment based on the issuing financial institution and potential illiquidity. Please ask your Financial Advisor for the ETN prospectus for a description of the specific index or benchmark to which its performance is linked as well as a description of the risks of investing in the ETN and any of the non-traditional or complex investment strategies that the ETN follows or seeks to replicate. under We will provide periodic reports with respect to the performance in your account. These reports show how your account investments have performed, both on an absolute basis and on a relative basis compared to recognized indices (such as Standard & Poor’s indices). You can access these reports at any time through MSWM’s online account services site, Morgan Stanley Online at: https://www.morganstanleyclientserv.com, “Account Documents”. If, however, you would like to receive these reports by mail, please call 1-888-454-3965 or contact your Financial Advisor. We may also provide copies of trade confirmation or account statements for your account to your Sub- Manager(s), if requested or if required by law, rule, or regulation. Risks Relating to Money Market Funds. An investment in a money market fund is neither insured nor guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. You could lose money in money market funds. Although many money market funds classified as government funds (i.e., money market funds that invest 99.5% of total assets in cash and/or securities backed by the U.S government) and retail funds (i.e., money market funds open to natural person investors only) seek to maintain a stable $1.00 per share, they cannot guarantee they will do so. The price of other money market funds will fluctuate and when you sell shares, they could be worth more or less than originally paid. Money market 12  funds may, and in certain circumstances will, impose a fee upon the redemption of fund shares. Please review your money market fund’s prospectus to learn more about the use of redemption or liquidity fees. offer the same beneficial partnership tax treatment as a direct investment in an MLP. The fund’s deferred tax liability (if any) is reflected each day in the fund’s net asset value (“NAV”). The deferred tax liability estimate could vary dramatically from the MLP Fund’s actual tax liability or benefit. Upon the sale of an MLP security, the MLP Fund may be liable for previously deferred taxes. As a result, the determination of the MLP Fund’s actual tax liability could result in increases or decreases in the MLP Fund’s NAV per share, which could be material. Additionally, the fund’s total annual operating expenses may be significantly higher than those of funds that do not primarily invest in Master Limited Partnerships. Please ask your Financial Advisor for the fund prospectus for additional information. In addition, if a money market fund that seeks to maintain a stable $1.00 per share experiences negative yields, it also has the option of converting its stable share price to a floating share price, or to cancel a portion of 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. Moreover, in some circumstances, money market funds may cease operations when the value of a fund drops below $1.00 per share. In that event, the fund’s holdings will likely be liquidated and distributed to the fund’s shareholders. This liquidation process can be prolonged and last for months. During this time, these funds would not be available to you to support purchases, withdrawals and, if applicable, check writing or ATM debits from your account. MLP Fund Dividends and Distributions. A portion of distributions from MLP Funds to investors typically will consist of return of capital and not of current income for U.S. federal income tax purposes. The portion of any distribution treated as return of capital will not be subject to tax currently but will result in a corresponding reduction in the investor’s tax basis in the MLP Fund’s shares. Such a reduction in tax basis will result in larger taxable gains and/or lower tax losses on a subsequent sale of the MLP Fund Shares. Risks Relating to Master Limited Partnerships. Master Limited Partnerships (“MLPs”) are limited partnerships or limited liability companies whose interests (limited partnership or limited liability company units) are generally traded on securities exchanges like shares of common stock. Investments in MLPs entail different risks, including tax risks, than is the case for other types of investments. MLP Fund Non-Diversification and Industry Concentration. MLP Funds are typically non-diversified. Therefore, MLP Funds can be more susceptible to losses due to adverse developments affecting any single issuer held in their portfolios. In addition, many MLP Funds’ investments are concentrated in the energy infrastructure industry with an emphasis on securities issued by publicly traded MLPs, which may increase volatility. Currently, most MLPs operate in the energy, natural resources, or real estate sectors. Investments in such MLP interests are subject to the risks generally applicable to companies in these sectors (including commodity pricing risk, supply and demand risk, depletion risk and exploration risk). Depending on the ownership vehicle, MLP interests are subject to varying tax treatment. Please see “Tax and Legal Considerations” below and any applicable mutual fund or ETF prospectus, for more information. You may obtain a mutual fund or ETF prospectus by asking your Financial Advisor. MLP Fund Liquidity. Certain MLP securities may trade less frequently than those of larger companies due to their smaller capitalizations. Additionally, it can be more difficult for MLP Funds to buy and sell significant amounts of such securities without an unfavorable impact on prevailing market prices. A MLP Fund’s investment in securities that are less actively traded over time experience decreased trading volume may restrict its ability to take advantage of other market opportunities or to dispose of securities at favorable prices. Contact your Financial Advisor for the fund prospectus for additional information. Risks Relating to Investment in a Concentrated Number of Securities or to Investment in Only One Industry Sector (or in Only a Few Sectors). When strategies invest in a concentrated number of securities, a decline in the value of these securities would cause your overall account value to decline to a greater degree than that of a less concentrated portfolio. Strategies that invest a large percentage of assets in only one industry sector (or in only a few sectors) are more vulnerable to price fluctuation than strategies that diversify among a broad range of sectors. Industry concentration is a particular risk for MLP strategies, as many MLPs are issued by companies engaged in the energy and natural resources business. Risks Relating to Mutual Funds and ETFs that Pursue Complex or Alternative Investment Strategies or Returns. These mutual funds and ETFs can employ non-traditional or complex investment strategies and/or derivatives (all of which are described in greater detail below) for both hedging and more speculative purposes such as short selling, leverage, derivatives, and options, which can increase volatility and the risk of investment loss. Certain of these funds are sometimes referred to as “liquid alternatives.” These funds often have higher costs and expenses, with certain of these funds charging fees that fluctuate with their performance. Please refer to the applicable mutual fund or ETF’s prospectus for additional information on expenses and descriptions of the specific non-traditional and complex strategies utilized by Risks Relating to Mutual Funds and ETFs that Primarily Invest in Master Limited Partnerships. In addition to the risks outlined above relating to Master Limited Partnerships, mutual funds and ETFs that primarily invest in MLPs generally accrue deferred tax liability (“MLP Fund”). An investment in a MLP Fund does not 13  such fund. Alternative investment strategies are not appropriate for all investors. Options. Like futures, prices of options can be highly volatile, and they are impacted by many of the same factors. Using options can lower a fund’s total returns. Swaps. Most swap contracts are purchased over-the-counter (“OTC”). OTC swaps are generally subject to credit risk and/or the risk of default or non-performance by the counterparty. Swaps can result in losses if interest rate or foreign currency exchange rates or credit quality changes are not correctly anticipated by a counterparty or if the reference index, security, or investments do not perform as expected. While mutual funds and ETFs may at times utilize nontraditional investment options and strategies, they have different investment characteristics than unregistered privately offered alternative investments. Because of regulatory limitations, mutual funds and ETFs that seek alternative-like investment exposure must utilize a more limited spectrum of investments. As a result, investment returns and portfolio characteristics of alternative mutual funds and ETFs may materially vary from those of privately offered alternative investments pursuing similar investment objectives. They are also more likely to have relatively higher correlation with traditional market returns than privately offered alternative investments. Total Return Swaps (“TRS”) involve the risk that the party with whom the fund has entered into the swap will default on its obligation to pay the fund and the risk that the fund will not be able to meet its obligations to pay the other party to the agreement. The income tax treatment of such swap agreements is unsettled and can be subject to future legislation, regulation or administrative pronouncements issued by the IRS. Structured Investments. A fund that invests in structured investments bear the risks of the underlying investment as well as market risk and are subject to issuer or counterparty risk because the fund is relying on the creditworthiness of such issuer or counterparty and has no rights with respect to the issuer of the underlying investment. Non-traditional investment options and strategies are often employed by a portfolio manager to further a mutual fund’s or ETFs investment objective and to help offset market risks. However, these features are complex, making it more difficult to understand the mutual fund’s or ETF’s essential characteristics and risks, and how it will perform in different market environments and over various periods of time. They can also expose the mutual fund or ETF to increased volatility and unanticipated in complex risks particularly when used combinations and/or accompanied by the use of borrowing or “leverage”. Examples of non-traditional and complex investment options and strategies include the following. The below list is not exhaustive. Short Sales. Short sales are a form of investment leverage and the amount of the fund's potential loss is theoretically unlimited. Short sales are subject to other risks including the risk that the third party to the short sale may fail to honor its contract terms, causing a loss to the fund. Derivatives. A risk of a fund’s use of derivatives is that the fluctuations in their values may not correlate perfectly with the overall securities markets. Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligation. In addition, some derivatives are more sensitive to interest rate changes and market price fluctuations than other securities. The possible lack of a liquid secondary market for derivatives and the resulting inability of a fund to sell or otherwise close a derivatives position could expose the fund to losses and could make derivatives more difficult for the fund to value accurately. Liquidity and Counterparty Risk. Certain investments may be difficult to purchase or sell due to thinly traded markets or other factors such as a relatively large position size. In addition, transactions occurring outside of exchange clearing houses increase the risk that the direct counterparties will not perform their obligations under the transaction and losses will be sustained. Illiquid securities can reduce the returns of the fund because it may be unable to sell the illiquid securities or unwind derivative positions at favorable prices. Fund returns can also be adversely impacted where the fund has an obligation to purchase illiquid securities. Moreover, less liquid securities are more susceptible than other securities to market value declines. Funds will have greater liquidity risks to the extent their principal investment strategies involve foreign (non-U.S.) securities, derivatives, or securities with substantial market and/or credit risk. When a fund invests in a derivative for speculative purposes, the fund will be fully exposed to the risks of loss of that derivative, which could sometimes be greater than the derivative’s cost. A fund could also suffer losses related to its derivative’s positions as a result of unanticipated market movements, which losses are potentially unlimited. Commonly used derivative instruments and techniques and the risks associated therewith, include: including changes Futures Contracts. The prices of futures are affected by many factors, in overall market movements, speculation, real or perceived inflationary trends, index volatility, changes in interest rates or currency exchange rates and political events. This can result in lower total returns, and the potential loss can exceed a fund’s initial investment. Risks Relating to Over-The-Counter and Low-Priced Securities. Certain over-the-counter (“OTC”) and low-priced securities (“LPS”)(also referred to as penny stocks, expert market securities, or “pink sheet” stocks), have certain special characteristics and risks. For example, there may be lower liquidity in certain OTC and LPS securities, which can increase volatility and lead to price swings. Moreover, reliable information regarding issuers of certain OTC and LPS securities may not be available, making it 14  less likely that quoted prices are based on full and complete information about the issuer. This lack of reliable information may also make certain OTC and LPS securities more susceptible to fraud and manipulation. In the event an issuer of an OTC or LPS security fails to report required information, such securities could become restricted to “expert” markets, which may prevent selling the security. If this happens, the value of security may be significantly negatively affected or eliminated entirely. ADV is online to regulatory trading halts and other Liquidity Risk: The risk that in the event of a failed remarketing, the bank that has agreed to provide the letter of credit fails to honor its obligation to support the VRDNs; and (3) Default Risk: VRDNs typically are not secured by the assets of the issuer or the bank but are subject to the letter of credit provider honoring its obligations. However, repayment of principal and payment of interest ultimately is dependent upon the issuer. For other risks relating to the particular strategy you hold in your account, please see your Sub-Manager’s ADV Brochure. The current version of your Sub- Manager’s at Brochure www.morganstanley.com/ADV, or you can ask your Financial Advisor for a copy. Because OTC and LPS securities may be traded on different market systems and with different rules, they may be more trading susceptible restrictions, whether imposed by MSWM, our affiliates, and/or applicable regulatory authorities; and such restrictions may be imposed without notice. Risks Relating to Differing Classes of Securities. Different classes of securities offer different rights to a securities holder as creditor if the issuer files for bankruptcy or reorganization. For example, bondholders’ rights generally are more favorable than shareholders’ rights in a bankruptcy or reorganization. Risks Relating to Mutual Funds that Invest in Floating Rate Loans. Certain mutual funds invest in floating rate loans. Floating rate funds fluctuate in value and are subject to market risk. More information on the investment risks can be found below and in the fund’s prospectus. Credit/Default Risk. Floating loan rate values can fall if a company’s credit rating declines or it defaults on its loan repayment obligations. Since most floating rate loans are made to corporations with below-investment grade credit ratings, they are subject to a greater risk of default on interest and principal payments than higher-quality investments. Interest Rate Risk. For floating rate loans, interest rates and income are variable, and their prices are less sensitive to interest rate changes than fixed income bonds. However, in falling interest rate environments floating rate loans can underperform bonds since floating rate loans adjust to pay less income making them less desirable to investors than bonds that pay a fixed rate. Risks Relating to Continent Convertible Bonds (“CoCos”). CoCos are issued primarily by non-U.S. financial companies and have complex features and unique risk considerations that differentiate them from traditional convertible, preferred or debt securities. Depending upon the terms of the particular issue, upon the occurrence of certain triggering events the securities can be mandatorily converted into common equity of the issuer (at either a predetermined fixed rate or variable rate), or the principal of the securities can be temporarily or permanently written down. As a result, investors can lose all or part of their principal investment. The triggering events will be described in the offering documents for each particular issue. However, they generally include the issuer failing to maintain a minimum capital ratio—a subjective determination by a regulator—that triggers the conversion or the write-down; and/or there can be other circumstances adverse to the issuer. In addition, market value will be affected by many unpredictable factors, including but not limited to the market value of the issuer’s common equity, the issuer’s creditworthiness and capital ratios, any indication that the securities are trending toward a trigger event, supply and demand for the securities, and events that affect the issuer or the financial markets generally. There may be no active secondary market for the securities, and there is no guarantee that one will develop. Payment of interest or dividends may be at the sole discretion of the issuer, including prior to the occurrence of any trigger event. In most cases, the issuer is under no obligation to accrue or pay skipped payments (i.e., payments may be noncumulative). Thus, the dividend or interest payments may be deferred or cancelled at the issuer’s discretion or upon the occurrence of certain events. The issuer may have the right to substitute or vary the terms of the securities in certain instances. The issuer may have the right, but not the obligation, to redeem all or part of the securities in its sole discretion upon the occurrence of certain events. Liquidity Risk. Floating rate loans are generally subject to restrictions on resale and may trade infrequently in the secondary market. Illiquid loans may reduce the returns of the fund because it may be unable to sell the loans at favorable prices. Moreover, less liquid holdings are more susceptible than other securities to market value declines. Fluctuation of NAV. Because the prices of floating-rate loans can change, the share price of mutual funds that invest in the loans will fluctuate with market conditions. Risks Relating to Variable Rate Demand Notes (VRDNs). VRDNs are subject to a variety of risks, including but not limited to: (1) Renewal Risk: The risk of the inability to obtain an appropriate liquidity bank facility at an acceptable price to replace a facility upon termination or expiration of the contract period; (2) Risks Relating to Structured Investments in Investment Products in Select UMA. Structured investments typically combine a debt security or certificate of deposit (CD) with exposure to other underlying asset classes (such as equities, commodities, currencies, or interest rates) to create a way for investors to express a market view (bullish, bearish, or market neutral), complement an investment objective (for example, capital appreciation, income, aggressive income, or speculation), hedge an existing position or gain exposure to a variety of underlying asset classes. A structured 15  investments are dependent on the issuer’s (and the guarantor’s, if applicable) ability to pay all amounts due. note is typically a debt security issued by a financial institution; its return is linked to the performance of an underlying asset or assets, such as equity indexes, a single equity, a basket of equities, interest rates, commodities or foreign currencies. Structured notes comprise both a debt component and a performance-based derivative component linked to the underlying asset class(es). There may be little or no secondary market for a particular structured investment. Generally, the prices, 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 secondary market credit spreads and the bid-offer spread that any dealer would charge, as well as other factors. The secondary market price may be influenced by a variety of unpredictable factors, including but not limited to: (i) changes in the value of the underlier, (ii) volatility of the underlier, (iii) the dividend rate on the underlier, if any, (iv) changes in interest rates, (v) any actual or anticipated changes in the issuer’s (and the guarantor’s, if applicable) credit ratings or credit spreads and (vi) the time remaining to maturity. Generally, the longer the time remaining to maturity, the more the market price will be affected by these factors. Investing in structured investments is typically more expensive than other investment options offered in your account. In addition to the applicable fees described under “Fees” below, the original issue price of the structured investment includes costs associated with issuing, structuring, and hedging the securities, which are borne by you. In addition, with respect to the debt component of the structured investment, the rate the issuer of a structured investment is willing to pay is likely to be lower than the rate implied by its secondary market credit spreads. The inclusion of such costs in the original issue price and the 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 on the pricing date that is less than the original issue price. Certain Investment Products in the Program that invest in structured investments may be affiliated with MSWM. MSWM and our affiliates will receive more aggregate compensation when your account is invested in an affiliated Investment Product. Thus, MSWM and your Financial Advisor have a conflict of interest when recommending affiliated Investment Products or, if you have selected Financial Advisor Discretion or Firm Discretion, investing in such affiliated Investment Products on a discretionary basis. Please see Item 6B, Other Conflicts, Affiliated Investment Products. The issuer of a structured investment and its affiliates may play a variety of roles in connection with the structured investment, including acting as calculation agent, hedging the issuer’s obligations under the structured investment, and publishing research reports with respect to movements in the underlier. Certain determinations made by such affiliates may require them to exercise discretion and make subjective judgments and may cause the economic interests of the issuer to diverge from your economic interests. In acting in any of these capacities, the issuer and its affiliates are not obliged to take your interests into account. You should consult with your investment, legal, tax, accounting, and other advisers in connection with any investment. For more information on the common risks and conflicts of interest related to Structured Investments, log in to Morgan Stanley Online and go to www.morganstanley.com/structuredproductsrisksandconflicts. Tax and Legal Considerations Replacing a Sub-Manager or other Investment Product may result in sales of securities from your account and subject you to additional income tax obligations. Consult your independent tax or legal advisor with respect to the services described in this Brochure, as MSWM and its affiliates do not provide tax or legal advice. including tax risks, than other Structured investments are complex and involve risks not associated with an investment in ordinary debt securities. Structured investments have a wide variety of structures and may be linked to a wide variety of underliers, each of which will have its own unique set of risks and considerations. For example, some underliers are highly volatile and have a significantly higher probability of steep losses or may be more complex than others. All payouts will depend on the structure and will also be contingent on the performance of the underlier. The terms may limit the maximum payment at maturity or the extent to which the return reflects the performance of the underlier. Depending on the terms, a structured investment may result in a loss of some or all of your principal. Even if you receive the principal amount at maturity, the return on your investment may be less than the amount that would be paid on an ordinary debt security. Unlike ordinary debt securities, structured investments usually do not pay interest. For structured investments that do pay interest, any payment of interest is typically dependent on the performance of the underlier and, as a result, you may receive no interest for the entire term of the investment. Investing in a structured investment is not equivalent to investing in the underlier or its components All payments on structured Certain Sub-Managers may include Master Limited Partnerships (MLPs) in their Model Portfolios. Investment in MLPs entails different risks, types of investments. Investors in MLPs hold “units” of the MLP (as opposed to a share of corporate stock) and are technically partners in the MLP. Holders of MLP units are also exposed to the risk that they will be required to repay amounts to the MLP that are wrongfully distributed to them. Almost all MLPs have chosen to qualify for partnership tax treatment. Partnerships do not pay U.S. 16  active income generated by a passthrough entity, such as partnerships (including limited partnerships and MLPs), certain trusts, subchapter S corporations, and limited liability companies that are treated as disregarded entities, partnerships, or subchapter S corporations for federal income tax purposes. federal income tax at the partnership level. Rather, each partner of a partnership, in computing its U.S. federal income tax liability, must include its allocable share of the partnership’s income, gains, losses, deductions, expenses and credits. A change in current tax law, or a change in the business of a given MLP, could result in an MLP being treated as a corporation for U.S. federal income tax purposes, which would result in such MLP being required to pay U.S. federal income tax on its taxable income. The classification of an MLP as a corporation for U.S. federal income tax purposes would have the effect of reducing the amount of cash available for distribution by the MLP and could cause any such distributions received by an investor to be taxed as dividend income. If you have any questions about the tax aspects of investing into an MLP, please discuss with your tax advisor. If more than $1,000 of unrelated trade or business gross income is generated in a tax year, the Retirement Account’s custodian or fiduciary (on behalf of the Retirement Account) must file an Exempt Organization Business Income Tax Return, Form 990-T. With respect to an individual investing through an IRA, in calculating the threshold amount and the Retirement Account’s UBTI for the year, each IRA is generally treated as a separate taxpayer, even if the same individual is the holder of multiple IRAs. Investors in MLP portfolios will receive a Schedule K-1 for each MLP in the portfolio, so they will likely receive numerous Schedule K-1s. Investors will need to file each Schedule K-1 with their federal tax return. Also, investors in MLP portfolios may be required to file state income tax returns in states where the MLPs in the portfolio operate. Since some Schedule K-1s may not be provided until after the due date for the federal or state tax return, investors in MLP portfolios may need to obtain an extension for filing their federal or state tax returns. Please discuss with your tax advisor how an investment in MLPs will affect your tax return. Tax laws impacting MLPs may change, and this could impact any tax benefits that may be available through investment in an MLP portfolio. The passive activity loss limitation rules also apply for purposes of calculating a Retirement Account’s UBTI, potentially limiting the amount of losses that can be used to offset the Retirement Account’s income from an unrelated trade or business each year. It should be noted that these rules are applied to publicly traded partnerships, such as MLPs, on an entity-by-entity basis, meaning that the passive activity losses generated by one MLP generally can only be used to offset the passive activity income (including unrelated traded or business income) from the same MLP. The passive activity losses generated by one MLP generally cannot be used to offset income from another MLP (or any other source). The disallowed losses are suspended and carried forwarded to be used in future years to offset income generated by that same MLP. However, once the Retirement Account disposes of its entire interest in the MLP to an unrelated party, the suspended losses can generally be used to offset any unrelated trade or business income generated inside the Retirement Account (including recapture income generated on the sale of the MLP interest, as well as income generated by other MLPs). For the reasons outlined below, where an otherwise tax-exempt account (such as an IRA, qualified retirement plan, charitable organization, or other tax exempt or deferred account) is invested in a pass-through entity (such as an MLP), the income from such entity may be subject to taxation, and additional tax filings may be required. Further, the tax advantages associated with these investments are generally not realized when held in a tax-deferred or tax-exempt account. Please consult your own tax advisor and consider any potential tax liability that may result from such an investment in an otherwise tax-exempt account. is required In calculating the tax, trust tax rates are applied to the Retirement Account’s UBTI (i.e., unrelated trade or business gross income less any applicable deductions, including the $1,000 specific deduction). In addition to the passive loss limitation rules noted above, other limitations may apply to the Retirement Account’s potential tax deductions. In order to file Form 990-T, the Retirement Account to obtain an Employer Identification Number (“EIN”) because the plan (and not the plan owner or fiduciary) owes the tax. State and local income taxes may also apply. Accordingly, Retirement Accounts (and their fiduciaries) should consult their tax and legal advisors regarding the federal, state, and local income tax implications of their investments. Earnings generated inside most qualified retirement plans, including defined benefit pension plans, defined contribution plans and IRAs, are generally exempt from federal income taxes, however, certain investments made by Retirement Accounts may generate taxable income referred to as “unrelated business taxable income” (“UBTI”) that is subject to taxation at the same rates as trusts. Generally, passive types of income (when not financed with debt) such as dividends, interest, annuities, royalties, most rents from real property, and gains from the sale, exchange, or other disposition of property (other than inventory or property held for sale in the ordinary course of a trade or business) do not generate UBTI. Active income associated with operating a trade or business, however, may constitute UBTI to an otherwise tax- exempt investor such as Retirement Accounts. In addition, UBTI may also be received as part of an investor’s allocable share of Similar rules apply to other tax-exempt organizations (e.g., charitable and religious organizations), with some differences. For instance, the UBTI of most other tax-exempt organizations is taxable at corporate rates, unless the organization is one that would be taxed as a trust if it were not tax-exempt in which case its UBTI is taxable at trust rates. Also, the passive activity loss limitation rules do not apply to all tax-exempt organizations. Tax-exempt 17  in your account on the last business day of the billing quarter and will become due within fifteen (15) business days after the end of the billing quarter. investors should consult their tax and legal advisors regarding the federal, state, and local income tax implications of their investments. See General Description of the Select UMA Program in this Item 4.A above, for information regarding the “Tax Management” election in the Select UMA program. Fees You pay an asset-based fee to MSWM (“Morgan Stanley Advisory Fee”) for our investment advisory services, portfolio implementation services, custody of account assets with MSWM, trade execution with or through MSWM or its affiliates, performance reporting as well as compensation to your Financial Advisor. This is referred to as a wrap fee. The maximum annual asset-based Morgan Stanley Advisory Fee is 2.0%. Offset to the Platform Fee. We collect revenue from certain Investment Product providers (“Offset Revenue”) but which we credit to accounts subject to the Platform Fee, regardless of any Investment Product holdings or investments. Crediting this Offset Revenue to accounts subject to the Platform Fee is designed to address conflicts of interest associated with collecting the Offset Revenue from applicable Investment Product providers. For mutual funds, non-sweep money market funds, alternative investments, and certain ETFs, the Offset Revenue generally includes, as applicable, revenue share, support fees, and/or mutual fund administrative services fees, as discussed below. For SMAs, we receive revenue from Sub-Managers who elect to purchase application support services and data analytics from us. If your account is invested in an SMA as an Investment Product, you will also pay a separate annual asset-based fee that covers the services provided by a Sub-Manager (“Sub-Manager Fee”). The Sub-Manager Fee will vary depending on the Sub-Manager and the applicable strategy and generally ranges from 0.20% to 0.75%. There is no Sub-Manager Fee for MAPS Strategies where MSWM is the Sub-Manager. Each billing quarter, we will allocate proportionately such Offset Revenue we receive from these sources to accounts subject to the Platform Fee (“Platform Fee Accounts”). The amount of Offset Revenue we will apply to a Platform Fee Account during any particular billing quarter will be up to the amount of the Platform Fee charged to that Platform Fee Account for the same billing quarter (“Offset Credit”). The Morgan Stanley Advisory Fee and the Sub-Manager Fee, as applicable, are together referred to here as the “Fee”. The Offset Credit will generally be applied within fifteen (15) business days after the end of the previous billing quarter and is generally intended to reduce the impact of the Platform Fee. The amount of the Offset Credit is expected to vary quarter to quarter and may be less than the Platform Fee charged to your account for any billing quarter. To the extent we collect more Offset Revenue in a billing quarter than the amount of the Platform Fee, we will carryover such excess (“Carry Over Credit”) and apply it to the subsequent billing quarter to be allocated to accounts as described above. Certain mutual funds, ETFs, and closed-end funds managed or sub-advised by our affiliates, including but not limited to MSIM and EVM and its investment affiliates, may be included in your account. To the extent that such funds are offered to and purchased by a Retirement Account, the Morgan Stanley Advisory Fee on any such Retirement Account will be reduced or adjusted by the amount of the fund’s management fee, shareholder servicing fee and distribution fee that we, or our affiliates, receive in connection with such Retirement Account’s investment in such affiliated fund. If your account is a Retirement Account invested in an SMA Investment Product managed by an affiliate, including but not limited to MSIM and EVM and its investment affiliates, MSWM shall offset or adjust any advisory fee such affiliated manager receives or a portion of the Morgan Stanley Advisory Fee will be waived. Platform Fee. You will be charged a Platform Fee for the various support and administrative services we provide to maintain the platform on which your account and the Program resides. The Platform Fee is in addition to the Fee, is non-negotiable, and is generally applicable to all accounts in the Program. The following accounts and account types are not subject to the Platform Fee: accounts invested in Pathway strategies within the Program, Retirement Accounts covered by Title I of ERISA, 529 Plans, and accounts we classify as Institutional. The Platform Fee is a 0.035% annual asset-based fee. The Platform Fee is charged quarterly in arrears based on the closing market value of the assets Changing circumstances such as market conditions, a shift in investments away from Investment Products that provide revenue, or significant reallocation of investments to those that pay a lower amount of compensation will reduce the amount of Offset Revenue available to be credited. The amount of Offset Revenue available for crediting for any particular quarter will be reduced for the costs of third-party administrative expenses, if any, directly associated with the collection, calculation, and crediting of the Offset Revenue. Accounts will have no rights to the amounts of Offset Revenue collected by us until actually credited, including but not limited to amounts collected in a prior billing quarter. We can modify or discontinue the Offset Credit amount or mechanism at any time, but amounts collected by us prior to the effective time of any such change will be used to offset or reduce Platform Fees or Fees payable by accounts, but not necessarily the accounts that generated such Offset Revenue. We reserve the right to stop collecting Offset Revenue entirely at any time and, if we do not receive Offset Revenue, the Offset Credit will be $0. We have no obligation to attempt to maximize the collection of Offset Revenue during the time in which we are collecting it. 18  In valuing assets, we use information provided by recognized independent quotation and valuation services. We believe this information to be reliable but do not verify the accuracy of the information provided by these services. If any information provided by these services is unavailable or is believed to be unreliable, we will value any securities and investments in the account in a manner we determine in good faith to reflect fair market value. For certain securities or investments, including collateralized loan obligations, we may rely upon our affiliate, MS&Co., to provide a valuation. An account that is not subject to the Platform Fee during a billing quarter will not receive the Offset Credit for that billing quarter. As the Offset Credit is applied based on account value and not actual Investment Product holdings, accounts holding little to no Investments Products (or Investments Products that pay lessor amounts of Offset Revenue) will disproportionally benefit from the credit applied. This is generally mitigated by subjecting those accounts to the Platform Fee. Additionally, Offset Revenue is not collected with respect to investments held in accounts that are not subject to the Platform Fee, including accounts in Pathway strategies within the Program, Retirement Accounts covered by Title I of ERISA, 529 Plans, and accounts we classify as Institutional. Fees are Negotiable. The Morgan Stanley Advisory Fee is negotiable based on factors including the type and size of the account and the range of services provided by the Financial Advisor. Additions and Withdrawals; Refund on Account Termination. You may make additions into the account at any time. Additions may be in cash, Funds, stocks, or bonds; provided that we reserve the right to decline to accept particular securities into the account or impose a waiting period before certain securities may be deposited. The Fee for your account may be higher or lower than the fees that we would charge if you had purchased the services covered by the fees separately; may be higher or lower than the fees that we charge other clients, depending on, among other things, the extent of services provided to those clients and the cost of such services; and may be higher or lower than the cost of similar services offered through other financial firms. When Fees are Payable. The Fee is payable as described in the Account Agreement and in this Brochure. We may accept other types of securities for deposit at our discretion. You understand that if Funds are transferred or journaled into the account, you will not recover the front-end sales charges previously paid and/or may be subject to a contingent deferred sales charge or a redemption or other fee based on the length of time that you have held those securities. We may require you to provide up to six (6) business days prior verbal or written notice to your Financial Advisor of withdrawal of assets from the account, subject to the usual and customary securities settlement procedures. No Fee adjustment will be made during any billing period for withdrawals or deposits. No Fee adjustment will be made during any billing period for appreciation or depreciation in the value of Account assets during that period. For your account custodied at Morgan Stanley (“Morgan Stanley Custodied Account”), the Inception Date occurs when Morgan Stanley approves your account for trading and your account holds sufficient funds or securities. The initial Fee payment will generally cover the period from the Inception Date through the last day of the applicable billing period and shall be prorated accordingly. However, in certain instances where the Inception Date occurs close to the end of a billing period, the initial Fee shall cover the period from the Inception Date through the last day of the next full billing period and is prorated accordingly. If the account is terminated by either party, you will be entitled to a prorated refund of any pre-paid Fee based on the number of days remaining in the billing month after the date upon which notice of termination is effective. The initial Fee shall be based on the market value of the assets in your Morgan Stanley Custodied Account on or about the Inception Date. Thereafter, for your Morgan Stanley Custodied Account, the Fee shall be charged monthly in advance based on the account’s market value on the last business day of the previous billing month and shall become due promptly. Valuation of Account Assets. In computing the value of assets in the account, securities (other than open-end mutual funds as described below) traded on any national securities exchange or national market system shall be valued, as of the valuation date, at the closing price and/or mean bid and ask prices of the last recorded transaction on the principal market on which they are traded. Account assets invested in registered open-end mutual funds will be valued based on the mutual fund’s net asset value calculated as of the close of business on the valuation date, per the terms of the applicable fund prospectus. We will value any other securities or investments in the account in a manner we determine in good faith to reflect fair market value. Any such valuation should not be considered a guarantee of any kind whatsoever with respect to the value of the assets in the account. Where you have selected to custody your assets with a third-party custodian (“Externally Custodied Account”), the Inception Date occurs when Morgan Stanley approves your account for trading. The initial Fee payment will generally cover the period from the Inception Date through the last day of the applicable billing period and shall be prorated accordingly. However, in certain instances where the Inception Date occurs close to the end of a billing period, the initial Fee shall cover the period from the Inception Date through the last day of the next full billing period and is prorated accordingly. The initial Fee shall be based on the market value of the assets in your Externally Custodied Account, on or about the Inception Date, as reported to us by your third-party 19  that there are changes to any investment-related disclosures for services provided as a fiduciary under ERISA. Other. A portion of the Morgan Stanley Advisory Fee will be paid to your Financial Advisor. See Item 4.D below (Compensation to Financial Advisors), for more information. custodian. Thereafter, for your Externally Custodied Account, the Fee shall generally be charged quarterly in advance (unless you have agreed with your Financial Advisor on a monthly billing period). The Fee shall be based on the market value of the account’s assets on the last business day of the previous billing period, as reported to us by your third-party custodian, and shall be due promptly. B. Comparing Costs Breakpoints. Fee rates may be expressed as a fixed rate applying to all assets in the account, or as a schedule of rates applying to different asset levels, or “breakpoints.” When the fee is expressed as a schedule of rates corresponding to different breakpoints, discounts, if any, are negotiated separately for each breakpoint. As the value of account assets reaches the various breakpoints, the incremental assets above each threshold are charged the applicable rates. The effective fee rate for the account as a whole is then a weighted average of the scheduled rates and may change when the asset levels in the account change. Accounts Related for Billing Purposes. When two or more investment advisory accounts are related together for billing purposes (“Billing Relationship”), you can benefit from existing breakpoints. For example, if you have two accounts in the Billing Relationship, the fees on Account #1 are calculated by applying your total assets (i.e., assets in Account #1 + assets in Account #2) to the Account #1 breakpoints. Because this amount is greater than the amount of assets solely in Account #1, you may have a greater proportion of assets subject to lower fee rates, which in turn lowers the average fee rate for Account #1. This average fee rate is then multiplied by the actual amount of assets in Account #1 to determine the dollar fee for Account #1. Likewise, the total assets are applied to the Account #2 breakpoints to determine the average fee rate for Account #2, which is then multiplied by the actual amount of assets in Account #2 to determine the dollar fee for Account #2. Depending on the level of trading and types of securities purchased or sold in your account, if purchased separately, you may be able to obtain transaction execution at a higher or lower cost at MSWM or elsewhere than the Morgan Stanley Advisory Fee in the Program. However, in a brokerage account, you would not receive the investment advisory services and discretionary portfolio management described in this Brochure. If you participate in the Program, you pay a fee, based on the market value of the account, for a variety of services and accordingly could pay more or less for such services than if you purchased such services separately (to the extent that such services would be available separately to you). Furthermore, the same or similar services to those available in the Program may be available at a lower fee in programs offered by other investment advisors. For certain investment styles there may be a mutual fund and an SMA offered by the same investment management firm and, therefore, the underlying investments in the SMA and the mutual fund may be substantially identical. Because the underlying expenses and fees of the SMA are generally lower, the performance of an SMA is generally higher than that of the comparable mutual fund. Therefore, in these investment styles if you meet the minimum level of investment for the SMA, it may be more financially beneficial for you to select the SMA as the investment product. In addition, the MSWM Consulting Group offers other programs that do not offer mutual funds or ETFs, and do not offer all of the services available in the Program or those of a Sub-Manager. The fees in those programs may be higher or lower than the fees in the Program. Only certain accounts can be included in a Billing Relationship, based on applicable rules and regulations and MSWM’s policies and procedures. Even where accounts are eligible to be related under these policies and procedures, they will only be included in a Billing Relationship if this is specifically agreed between you and your Financial Advisor. For more information about which of your accounts are grouped in a particular Billing Relationship, please contact your Financial Advisor. Purchases of mutual funds in your advisory account will be made in the advisory share class (if available), which generally has a lower cost than mutual fund share classes available in brokerage accounts. However, in an advisory account, in exchange for the advisory service you receive, you will pay an asset-based fee which you would not pay in a brokerage account. Therefore, the total fees you incur on your mutual fund investments in an advisory account may be higher or lower than the costs you incur if such mutual fund investment is held in one of the available share classes in a brokerage account. For more information about advisory share classes, please refer to the paragraph below titled “Mutual Fund Share Classes”. You should consider these and other differences when deciding whether to invest in an investment advisory or a brokerage account and, if applicable, which advisory programs best suit your individual needs. ERISA Fee Disclosure for Qualified Retirement Accounts. In accordance with Department of Labor regulations under Section 408(b)(2) of ERISA, MSWM is required to provide certain information regarding our services and compensation to assist fiduciaries and plan sponsors of those Retirement Accounts that are subject to the requirements of ERISA in assessing the reasonableness of their plan’s contracts or arrangements with us, the reasonableness of our compensation. This including information is provided to you at the outset of your relationship with us and is set forth in this Brochure and in your advisory contract with us. It is also provided at least annually to the extent 20  Funds in Advisory Programs For more information about the differences between brokerage and advisory accounts, please refer to our Form CRS (Client Relationship Summary) at www.morganstanley.com/adv as well as the document entitled “Understanding your Brokerage and Investment Advisory Relationships” which is available at: http://www.morganstanley.com/wealth- relationshipwithms/pdfs/understandingyourrelationship.pdf. C. Additional Fees If you open an account in the Program, you will pay a Fee and a Platform Fee, as described above. The Fee does not cover: • the costs of investment management fees and other expenses charged by mutual funds and ETFs (see below for more details); Investing in strategies that invest in mutual funds, non-sweep money market funds, closed-end funds and ETFs (collectively referred to in this Funds in Advisory Programs Section as, “Funds”) is more expensive than other investment options offered in your advisory account. In addition to the Fee, you pay the fees and expenses of the Funds in which your account is invested. Fund fees and expenses are charged directly to the pool of assets the Fund invests in and are reflected in each Fund’s net asset value. These fees and expenses are an additional cost to you that is imbedded in the price of the Fund and, therefore, are not included in the Fee amount in your account statements. Each Fund expense ratio (the total amount of fees and expenses charged by the Fund) is stated in its prospectus. The expense ratio generally reflects the costs incurred by shareholders during the Fund’s most recent fiscal reporting period. Current and future expenses may differ from those stated in the prospectus. • You do not pay any sales charges for purchases of Funds in the Program. However, some mutual funds may charge, and not waive, a redemption fee on certain transaction activity in accordance with the policies described in the applicable prospectuses. MSWM shall not be responsible for any misstatement or omission, or for any loss attributable to such misstatement or omission, contained in any Fund prospectus, fact sheet or any other Fund disclosure document provided to us for distribution to clients. “mark-ups,” “mark-downs,” and dealer spreads, if any, (A) that MSWM or its affiliates, including MS&Co., receive when acting as principal in certain transactions where permitted by law, rule, or regulation or (B) that other broker- in certain dealers receive when acting as principal transactions effected through MSWM and/or its affiliates acting as agent, which is typically the case for dealer market transactions (e.g., fixed income, over-the-counter equity, and foreign exchange (“FX”) conversions in connection with purchases or sales of FX-denominated securities and with payments of principal and interest dividends on such securities); MSWM also receives the following fees and payments in connection with your investment in a Fund: • Underwriting, investment banking, and other fees where Support Fees and Mutual Fund Administrative Services Fees MS&Co. is a member of an underwriting syndicate • fees or other charges that you will incur in instances where a transaction is effected through a third-party broker-dealer and not through us or our affiliates. Such fees or other charges will be included in the price of the security and not reflected as a separate charge on your trade confirmations or account statements; • MSWM account establishment or maintenance fees for IRAs and Versatile Investment Plans (“VIP”), which are described in the respective IRA and VIP account and fee documentation (which may change from time to time); account closing/transfer costs; • processing fees; • MSWM receives a support fee, also called a revenue sharing payment, from the sponsors of mutual funds, non-sweep money market funds, and actively-managed ETFs that Financial Advisors can recommend for purchase (but not, for example, passively- managed ETFs that seek to track the performance of a market index). Revenue-sharing payments are generally paid out of such Fund’s sponsor or other affiliate’s revenues or profits and not from the applicable fund’s assets. We charge revenue sharing fees on your account holdings in such Funds generally according to a tiered rate that increases along with those Funds’ management fee so that sponsors pay lower rates on funds with lower management fees than on those with higher management fees. The rate ranges up to a maximum of 0.12% per year ($12 per $10,000 of assets) for mutual funds and applicable ETFs, and up to 0.10% ($10 per $10,000 of assets) for non-sweep money market funds. • any pass-through or other fees associated with investments in American Depositary Receipts (ADRs); and/or • MSWM also receives compensation from mutual funds for providing certain recordkeeping and related administrative services to the funds. For example, we process transactions with mutual fund families on an omnibus basis, which means we consolidate our clients’ trades into one daily trade with the fund, and therefore maintain all pertinent individual shareholder information. For these services, mutual funds pay 0.10% per year certain other costs or charges that may be imposed by third parties (including, among other things, odd-lot differentials, transfer taxes, foreign custody fees, exchange fees, supplemental transaction fees, regulatory fees and other fees or taxes that may be imposed pursuant to law). 21  ($10 per $10,000 of assets) on mutual fund assets held by investors in the advisory program covered by this brochure. Administrative services fees may be viewed in part as a form of revenue-sharing if and to the extent they exceed what the mutual fund would otherwise have paid for these services. Additional fees apply for those Fund families that elect to purchase supplemental data analytics regarding financial product sales at MSWM. For more information regarding these payments, as well as others, please refer to the Mutual Fund and ETF Brochures described above. Expense payments and fees for data analytics from Funds are retained by MSWM and are not included in the Offset Revenue. Conflicts of Interest regarding the Above-Described Fees and Expense Payments As discussed herein, all of the support fees and/or administrative services compensation we collect from mutual funds, non-sweep money market funds, and/or actively-managed ETFs or their affiliated service providers with respect to investment advisory assets is returned to clients in the form of a fee offset. See the section above titled “Offset to the Platform Fee” for more information and eligibility to receive an offset. that do not make t h e s e o r Notwithstanding the foregoing, MSWM does not receive such payments for a Retirement Account and accounts we classify as Institutional. Expense Payments and Fees for Data Analytics The above-described fees present a conflict of interest for Morgan Stanley and our Financial Advisors to promote, recommend, and/or purchase on a discretionary basis, as applicable, those Funds that make these payments rather than other eligible similar investments payments. Further, in aggregate, we receive significantly more support from participating revenue sharing sponsors and mutual funds that pay administrative services fees with the largest client holdings at our firm, as well as those sponsors that provide significant sales expense payments and/or purchase data analytics. This in turn could lead Morgan Stanley and/or our Financial Advisors to focus on those Fund families. In addition, since our revenue sharing support fee program utilizes rates that are higher for Funds with higher management fees, we have a conflict of interest to promote and recommend Funds that have higher management fees. To mitigate these conflicts, Financial Advisors in advisory programs do not receive additional compensation as a result of the support fees, mutual fund administrative service fees and data analytics payments received by Morgan Stanley. Moreover, as noted above and described in the Offset to the Platform Fee section above, the support fees and administrative service fees are collected and credited to Program accounts. Other Compensation traditional brokerage services, MSWM provides Fund families with opportunities to sponsor meetings and conferences and grants them access to our branch offices and Financial Advisors for educational, marketing, and other promotional efforts. Some Fund representatives work closely with our branch offices and Financial Advisors to develop business strategies and support promotional events for clients and prospective clients, and educational activities. Some Fund families or their affiliates reimburse MSWM for certain expenses incurred in connection with these promotional efforts, client seminars, and/or training programs. Fund families independently decide if and what they will spend on these activities, with some Fund families agreeing to make substantial annual dollar amount expense reimbursement commitments. 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. For more information regarding the payments MSWM receives from Fund families, please refer to the brochures titled “Mutual Fund Features, Share Classes and Compensation” and “ETF Revenue Sharing, Expense Payments and Data Analytics” (together, the “Mutual Fund and ETF Brochures”), which can be found at https://www.morganstanley.com/disclosures. The Mutual Fund and ETF Brochures are also available from your Financial Advisor on request. Morgan Stanley or its affiliates receive, from certain Funds, compensation in the form of commissions and other fees for providing including related research and advisory support, and for purchases and sales of securities in Fund portfolios. We and/or our affiliates also receive other compensation for certain Funds for financial services performed for the benefit of such Funds, including but not limited to providing stand-by liquidity facilities. Providing these services may give rise to a conflict of interest for Morgan Stanley or its affiliates to place their interests ahead of those of the Funds by, for example, increasing fees or curtailing services, particularly in times of market stress. Fund family representatives are allowed to occasionally give nominal gifts to Financial Advisors, and to occasionally entertain Financial Advisors (subject to an aggregate entertainment limit of $1,000 per employee per Fund family per year). MSWM’s non- cash compensation policies set conditions for each of these types of payments, and do not permit any gifts or entertainment conditioned on achieving any sales target. Morgan Stanley prohibits linking the determination of the amount of brokerage commissions and/or fees charged to a Fund to the aggregate values of our overall Fund-share sales, client holdings of the Fund or to offset the revenue-sharing, administrative service fees, expense reimbursement and data analytics fees described above. Financial Advisors and their Branch Managers MSWM also provides Fund families with the opportunity to purchase data analytics regarding Fund sales. The amount of the fee depends on the level of data. We also offer sponsors of passively-managed ETFs a separate transactional data fee. 22  receive no additional compensation as a result of these payments received by Morgan Stanley. fund does not offer an Advisory Share Class that is equivalent to those offered here. In such instance, MSWM will rebate directly to the client holding such funds any such 12b-1 fees that we receive. Once we make an Advisory Share Class available for a particular mutual fund, you can only purchase the Advisory Share Class of that fund in an advisory account. In addition, we generally seek to be reimbursed for the associated operational and/or technology costs of adding an/or maintaining Funds on our platform. These flat fees are paid by Fund sponsors or other affiliates (and not the Funds). Financial Advisors and their Branch Managers do not receive compensation for recommending Funds that have reimbursed Morgan Stanley for our costs. Affiliated Funds If you hold non-Advisory Share Classes of mutual funds in your advisory account or seek to transfer non-Advisory Share Classes of mutual funds into your advisory account, MSWM (without notice to you) will generally convert those shares to Advisory Share Classes to the extent they are available. This will typically result in your shares being converted into a share class that has a lower expense ratio, although exceptions are possible. Subject to limited exceptions, any fees that you pay while holding non- Advisory Share Classes (e.g., sales loads, 12b-1 fees, etc.) will not be offset, rebated or refunded to you when your non-Advisory Share Class is converted into an Advisory Share Class. impact Certain Funds are sponsored or managed by, or receive other services from, MSWM and our affiliates which include, but are not limited to, Morgan Stanley Investment Management, Eaton Vance, Boston Management and Research, Calvert Research and Management, Atlanta Capital Management Company and Parametric Portfolio Associates. MSWM or the affiliated sponsor (or other service provider) receives additional investment management fees and/or other fees from these Funds. Unless otherwise noted, MSWM or its affiliates retain these various fees which are not rebated to you. Therefore, MSWM has a conflict to recommend MSWM proprietary and/or affiliated Funds. In order to mitigate this conflict, Financial Advisors do not receive additional compensation for recommending proprietary and/or affiliated funds. Additionally, affiliated Funds and sponsors are subject to the same economic arrangements with MSWM as those that MSWM has with third-party Funds. On termination of your advisory account for any reason, or the transfer of mutual fund shares out of your advisory account into a brokerage account at MSWM, we will convert any Advisory Share Classes of funds into a share class that is available in non-advisory accounts or we may redeem these fund shares altogether. Non- Advisory Share Classes generally have higher operating expenses than the corresponding Advisory Share Class, which will increase investing and negatively the cost of investment For a taxable account, there will be tax performance. consequences associated with a redemption. Mutual Fund Share Classes For more information, please refer to the Mutual Fund and ETF Brochures described above. Cash Sweeps In Mutual funds typically offer different ways to buy fund shares. Some mutual funds offer only one share class while most funds offer multiple share classes. Each share class represents an investment in the same mutual fund portfolio but assesses different fees and expenses. Many mutual funds have developed specialized share classes designed for advisory programs (“Advisory Share Classes”). In general, Advisory Share Classes are not subject to either sales loads or ongoing marketing, distribution and/or service fees (often referred to as “12b-1 fees”), although some will assess fees for record keeping and related administrative services, as disclosed in the applicable prospectus. MSWM typically utilizes Advisory Share Classes that compensate MSWM for providing such recordkeeping and related administrative services to its advisory clients. However, our fees for these services are included in the Offset Credit which is applied to the Platform Fee for the benefit of clients, as described above. If you wish to purchase other types of Advisory Share Classes, such as those that do not compensate intermediaries for record keeping and administrative services, which generally carry lower overall costs and would thereby increase your investment return, you will need to do so directly with the mutual fund or through an account at another financial intermediary. Generally, some portion of your account will be held in cash. If MSWM acts as custodian for your account, it will effect transactions of free credit balances in your account into interest- bearing deposit accounts (“Deposit Accounts”) established under the Bank Deposit Program (“BDP”). For most clients, BDP will be the designated cash sweep. The interest rates for BDP in your account will be tiered based upon the value of the BDP balances across your brokerage and advisory accounts. The BDP assets in your advisory accounts receive separate interest rates from deposits in your brokerage accounts and are set forth in: https://www.morganstanley.com/wealth-general/ratemonitor. Generally, the rate you will earn on BDP will be lower than the rate on other available cash alternatives. limited circumstances, such as for clients ineligible for BDP, MSWM may sweep some or all of your cash into money market mutual funds (each a “Money Market Fund”). These Money Market Funds are managed by MSIM or another MSWM affiliate. Pathway Funds are not included as an investment in the Cash Sweep. Please note, we may offer non-Advisory Share Classes of mutual funds (i.e., those that are subject to 12b-1 fees) if, for example, a It is important to note that free credit balances and allocations to cash, including assets invested in sweep vehicle investments, are 23  included in the calculation of the Fee and the Platform Fee for your account, as described above. If your account is a Retirement Account, you should read Exhibit B to this Brochure, entitled “Affiliated Money Market Funds Fee Disclosure Statement and Float Disclosure Statement”. for the Morgan Stanley Sweep Banks of deposits through the sweep program in ordinary market conditions is lower than their cost of funds through some other sources, and the Morgan Stanley Sweep Banks also receive regulatory capital and liquidity benefits from using the sweep program as a source of funds as compared to some other funding sources. The income that a Morgan Stanley Sweep Bank will have the opportunity to earn through its lending and investing activities in ordinary market conditions is greater than the fees earned by us and our affiliates from managing and distributing the Money Market Funds which may be available to you as a sweep investment. MSWM, acting as your custodian, will effect sweep transactions only to the extent permitted by law and if you meet the eligibility criteria. Under certain circumstances (as described in the Bank Deposit Program Disclosure) eligible deposits in BDP may be sent to non-affiliated Program Banks; this additional feature may provide enhanced FDIC coverage to you as well as funding value benefits to the Morgan Stanley Sweep Banks. For eligibility criteria applicable to this additional feature and BDP generally, please refer to the Bank Deposit Program Disclosure Statement which is available at: http://www.morganstanley.com/wealth- investmentstrategies/pdf/BDP_disclosure.pdf Conflicts of Interest Regarding Sweep Investments Morgan Stanley has added Program Banks to the BDP in order to maximize the funding value of the deposits in BDP 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 considerations of 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. In return for receiving deposits through BDP, the Program Banks provide other deposits to the Morgan Stanley Sweep Banks. This reciprocal deposit relationship provides a low-cost source of funding, and capital and liquidity benefits to both the Program Banks and the Morgan Stanley Sweep Banks. The Program Banks pay a fee to a Program Administrator in connection with the reciprocal deposits, but the cost of that fee is not borne directly by Morgan Stanley clients. If BDP is your sweep, you should be aware that the Morgan Stanley Sweep Banks, which are affiliates of MSWM, will pay MSWM an annual account-based flat fee for the services performed by MSWM with respect to BDP. MSWM and the Morgan Stanley Sweep Banks will review such fee annually and, if applicable, mutually agree upon any changes to the fee to reflect any changes in costs incurred by MSWM. The fee received by MSWM may affect the interest rate paid by the Morgan Stanley Sweep Banks on your Deposit Accounts. Your Financial Advisor will not receive a portion of these fees or credits. In addition, MSWM will not receive cash compensation or credits in connection with the BDP for assets in the Deposit Accounts for Retirement Accounts. Also, the Morgan Stanley Sweep Banks have the opportunity to earn income on the BDP assets through lending activity, and that income is usually significantly greater than the fees MSWM earns on affiliated Money Market Funds. Thus, MSWM, in its capacity as custodian, has a conflict of interest in connection with BDP being the default sweep, rather than an eligible Money Market Fund. their disclosed investment and The Morgan Stanley Sweep Banks have discretion in setting the interest rates paid on deposits received through BDP, and are under no legal or regulatory requirement to maximize those interest rates. The Morgan Stanley Sweep Banks and the Program Banks can and sometimes do pay higher interest rates on some deposits they receive directly than they pay on deposits received through BDP. This discretion in setting interest rates creates a conflict of interest for the Morgan Stanley Sweep Banks. The lower the amount of interest paid to customers, the greater is the “spread” earned by the Morgan Stanley Sweep Banks on deposits through the Program, as explained above. By contrast, money market funds (including Morgan Stanley affiliated money market funds) have a fiduciary duty to seek to maximize their yield to investors, consistent with risk- management policies and regulatory constraints. If your cash sweeps to a Money Market Fund, then the account, as well as other shareholders of the Money Market Fund, will bear a proportionate share of the other expenses of the Money Market Fund in which the account’s assets are invested. In addition, MSWM and the Morgan Stanley Sweep Banks and their affiliates receive other financial benefits in connection with the BDP. Through the BDP, each Morgan Stanley Sweep Bank will receive a stable, cost-effective source of funding. Each Morgan Stanley Sweep Bank intends to use deposits in the Deposit Accounts at the Morgan Stanley Sweep Banks to fund current and new businesses, including lending activities and investments. The profitability on such loans and investments is generally measured by the difference, or “spread,” between the interest rate paid on the Deposit Accounts at the Morgan Stanley Sweep Banks and other costs of maintaining the Deposit Accounts, and the interest rate and other income earned by the Morgan Stanley Sweep Banks on those loans and investments made with the funds in the Deposit Accounts. The cost of funds If your cash sweeps to a Money Market Fund, you understand that MSIM (or another MSWM affiliate) will receive compensation, including management fees and other fees, for managing the Money Market Fund. In addition, we receive compensation from such Money Market Funds at rates that are set by the funds’ 24  Item 5: Account Requirements and Types of Clients prospectuses and currently range, depending on the program in which 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 Fund assets held by our clients. Please review your Money Market Fund’s prospectus to learn more about the compensation we receive from such funds. Account Minimums. The Program generally has a minimum account size of $10,000; however, there are exceptions, including, but not necessarily limited to, the following: • Minimum Account Size Greater Than $10,000: certain Investment Products and versions of the Program, including MAPS Multi-Style accounts. • Minimum Account Size of $5,000: MAPS Single SMA Strategy accounts. • Minimum Account Size of $1,000: Firm Discretion accounts that have selected a Pathway Target Date Model or the Pathway Model. We have a conflict of interest as we have an incentive to only offer affiliated Money Market Funds in the Cash Sweep program, as MSIM (or another MSWM affiliate) will receive compensation for managing the Money Market Fund. We also have a conflict of interest as we offer affiliated funds and share classes that pay us more compensation than other funds and share classes. You should understand these costs because they decrease the return on your investment. In addition, we receive additional payments from Morgan Stanley Investment Management Inc. in the event a Money Market Fund waives certain fees in a manner that reduces the compensation that we would otherwise receive. We either rebate to clients or do not receive compensation on sweep Money Market Fund positions held in our fee-based advisory account programs. Types of Clients. MSWM’s clients include individuals, trusts, banking or thrift institutions, pension and profit-sharing plans, plan participants, other pooled investment vehicles (e.g., hedge funds), charitable organizations, corporations, other businesses, state or municipal government entities, investment clubs and other entities. Item 6: Portfolio Manager Selection and Evaluation Unless your account is a Retirement Account, the Fee will not be reduced by the amount of the Money Market Fund’s applicable fees. For additional information about the Money Market Fund and applicable fees, you should refer to each Money Market Fund’s prospectus. A. Selection and Review of Portfolio D. Compensation to Financial Advisors Managers and Funds for the Program Eligible Financial Advisors In the Program, Financial Advisors are appropriately licensed, have an acceptable compliance record, and, in order to participate in the Financial Advisor Discretion option, have successfully completed a Select UMA Financial Advisor Discretion certification course. If you invest in the Program, a portion of the fees payable to us in connection with your account is allocated on an ongoing basis to your Financial Advisor. The amount allocated to your Financial Advisor in connection with accounts opened in the Program may be more than if you participated in other MSWM investment advisory programs, or if you paid separately for investment advice, brokerage, and other services. I n s u c h c a s e , your Financial Advisor has a financial incentive to recommend the Program instead of other MSWM programs or services. Selection and Review of Sub-Managers, Mutual Funds and ETFs We offer a wide range of Investment Products that we have reviewed and approved for inclusion in the Program platform. Item 4.A above describes the basis on which we recommend particular Investment Products to particular clients. This Item 6.A describes more generally how we select, review, approve and terminate Investment Products which are available in this Program. If you invest in the Program, your Financial Advisor may agree to charge a fee less than the maximum fee stated above. The amount of the fee you pay is a factor we use in calculating the compensation we pay your Financial Advisor. Therefore, Financial Advisors have a financial incentive not to reduce fees. If your fee rate is below a certain threshold, we give your Financial Advisor credit for less than the total amount of your fee in calculating his or her compensation. Therefore, Financial Advisors also have a financial incentive not to reduce fees below that threshold. If your account is serviced through a Morgan Stanley Virtual Advisor (“MSVA”), your MSVA is paid a base salary plus a discretionary bonus and does not retain any portion of the Morgan Stanley Advisory Fee. Focus List and Approved List Review Process. Morgan Stanley’s Global Investment Manager Analysis group (“GIMA”) evaluates the Investment Products to be offered in the Program. GIMA may delegate some of its functions to an affiliate or third party. Except for MSWM Investment Products, Investment Products may only participate in the Program if they are on GIMA’s Focus List or Approved List, as discussed below. The Focus List status indicates GIMA's high confidence level in the For more information on MSVA, please visit https://www.morganstanley.com/what-we-do/wealth- management/morgan-stanley-virtual-advisor 25  Products from the Program for other reasons as well (i.e., the Investment Product has a low level of assets under management in the Program, the Investment Product has limited capacity for further investment, or the Investment Product is not complying with our policies and procedures). You cannot continue to retain a terminated Sub-Manager or Fund in your account. overall quality of the investment option and its ability to outperform applicable benchmarks or peers, as applicable, over a full market cycle while the Approved List includes Investment Products that meet an acceptable due diligence standard based upon GIMA's evaluation. You may obtain a copy of the Focus and/or Approved List from your Financial Advisor. Only some of the Investment Products approved by GIMA may be available in the Program. In addition to requiring Investment Products to be on the Focus List or Approved List, we look at other factors in determining which Investment Products we offer in the Program, including: When an Investment Product is terminated, GIMA generally recommends a replacement Investment Product (“Replacement Investment Product”). In selecting the Replacement Investment Product, GIMA generally looks for an Investment Product in the same asset class and with similar attributes and holdings to the terminated Investment Product. • program needs (such as whether we have a sufficient number of Investment Products available in an asset class); In Financial Advisor Discretion and Firm Discretion, we will either client demand; and • the terminated (i) replace the Sub-Manager’s or Fund’s minimum account size. • Investment Product with a Replacement Investment Product without further notice to you or (ii) terminate your account upon a date selected by MSWM and communicated to you with reasonable advance notice. As part of its diligence and review process, GIMA obtains certain information and documentation from an Investment Product, which may include a Request for Information (RFI), sample portfolios, asset allocation histories, its Form ADV (the form that investment managers use to register with the SEC), past performance information and marketing literature. Additional factors for consideration may include personnel depth, turnover and experience, investment process, business and organization characteristics, and investment performance. GIMA personnel may also interview the Sub-Manager or Fund and its key personnel and examine its operations. For Client Discretion, we will notify you of the termination of the Investment Product from the Program and the Replacement Investment Product. The notification will request that you select a replacement from the Approved List or Focus List or notify us that you accept the Replacement Investment Product. If you do not provide us with such instructions within the prescribed time frame indicated, you will be deemed to have instructed MSWM (i) to discharge any terminated Investment Product and liquidate your account’s holdings in such Investment Product and (ii) to engage on your behalf any Replacement Investment Product. Investing in a Replacement Investment Product that is an SMA may result in liquidation of securities from your account. Following this review process, GIMA will determine whether an Investment Product should be placed on the Approved List or the Focus List based upon its conviction in its manager and investment strategy and whether they meet the criteria for the applicable List. In some circumstances, you may be able to transfer terminated Investment Products into another advisory program or into a brokerage account subject to that program or account’s applicable guidelines. Ask your Financial Advisor about these options. staffing, operational include issues, and Thereafter, GIMA periodically reviews Investment Products on the Approved List and Focus List to determine whether they continue to meet the appropriate standards. GIMA considers a investment broad range of factors (which may performance, financial condition). Among other things, GIMA personnel may interview each Sub-Manager or Fund periodically to discuss these matters. Termination of Investment Products for Drop in Coverage. As indicated above in this Item 6.A, we may terminate Investment Products from the Program due to a GIMA downgrade to “Not Approved,” or for various other reasons. A termination for reasons other than a GIMA downgrade to “Not Approved” will be referred to in this Brochure as a “Drop in Coverage”. Changes in Status from Focus List to Approved List. GIMA may determine that an Investment Product no longer meets the criteria for the Focus List but meets the criteria for the Approved List. If so, MSWM generally notifies clients regarding such status changes on a quarterly basis within their client statements. Once we have decided to institute a Drop in Coverage for an Investment Product, we will generally not permit new investment in such Investment Product. However, for a period of time, we will permit clients to remain invested in that Investment Product and, in certain circumstances, to add new assets to that Investment Product. This is to allow impacted clients time and flexibility to work with their Financial Advisor to select a replacement Investment Product. Changes in Status to Not Approved. GIMA may determine that an Investment Product no longer meets the criteria for either the Focus List or Approved List and change its status to “Not Approved”. At such time, the Investment Product will no longer be recommended and will be terminated from the Program within a reasonable amount of time. We may terminate Investment 26  transfer is complete (which may take several days). During this time, Fees (as defined below in this Item 4) will continue to accrue. During this period, GIMA will continue to evaluate the impacted Investment Product. If GIMA downgrades the Investment Product to “Not Approved,” we will terminate the Investment Product at that time (rather than allowing current clients to utilize it for the remainder of the period). Other Relationships with Sub-Managers and Funds. Some Sub- Managers and Funds on the Approved List or Focus List may have business relationships with us or our affiliates. For example, a Sub-Manager or Fund may use MS&Co or an affiliate as its broker or may be an investment banking client of MS&Co. or an affiliate. GIMA does not consider the existence nor lack of a business relationship in determining whether to include or maintain a Sub-Manager or Fund on the Approved List or Focus List. Calculating Sub-Manager and Fund Performance Watch Policy. GIMA has a “Watch” policy for Investment Products on the Focus List and Approved List. Watch status indicates that, in reviewing an Investment Product, GIMA has identified specific areas of the Manager’s business that (a) merit further evaluation by GIMA and (b) may, but are not certain to, result in the Investment Product becoming “Not Approved.” Putting an Investment Product on Watch does not signify an actual change in GIMA opinion nor is it a guarantee that GIMA will downgrade the Investment Product. The duration of a Watch status depends on how long GIMA needs to evaluate the Investment Product and for the respective Manager to address any areas of concern. For additional information, ask your Financial Advisor for a copy of GIMA’s Watch Policy. Sub-Manager Performance. We generally present 10 years of a Sub-Manager strategy’s performance history in reports available to you. For those periods in which we have a performance track record, we will create a composite comprised of client accounts invested in such strategy. We calculate this performance with our proprietary performance calculation system using asset-weighted monthly performance of this client composite. Asset Class Changes. In certain instances, MSWM may determine that the asset class in which a Sub-Manager or Investment Product is included should be changed (an “Asset Class Change”). MSWM may notify you if you are invested in such Investment Product in advance of the Asset Class Change. Such notification may include an appropriate Investment Product (the “Change Default Product”) that is in the Asset Class that you have selected. If you do not select a different Investment Product (or change to a different Model) prior to a date specified by MSWM in the notice of Asset Class Change, MSWM will change the Investment Product to the Change Default Product. We do not have a third party review this composite return data. Instead, we perform a monthly reconciliation on the individual accounts in the composite. We compare the monthly performance returns for individual accounts to the monthly performance returns for their peer accounts in the same investment style. We then review any outstanding “outliers” that have significantly higher or lower monthly performance returns than the average peer account in the same investment style. Alternatively, you authorize MSWM to, without notifying you, leave you in the Investment Product that is subject to the Asset Class Change, and MSWM will change your asset allocation within the Model to reflect the Asset Class Change. If we do not have a performance track record for 10 years based on our own program data, we generally include performance data supplied by the Sub-Manager to show a full 10 years of performance. In such case, the Sub-Manager determines the standards used to calculate their data and we do not review or verify the accuracy of the Sub-Manager’s performance data. In either case, MSWM will provide you with a confirmation of the new Investment Product or asset allocation, as applicable. Any changes to an Investment Product will have tax consequences. Mutual Fund and ETF Performance. For mutual fund and ETF Investment Products, we utilize the published performance for those Funds. B. Conflicts of Interest MSWM has various conflicts of interests relating to the Program. We address these conflicts by disclosing them to you in this Brochure. Other Changes. If (i) the amount in an Investment Product or Model in your account falls below the minimum for that Investment Product or Model (due to re-balancing, market activity or any other reason) or (ii) a Sub-Manager elects to terminate its investment advisory relationship with you, MSWM may (without further consent from you) transfer your assets to another appropriate Investment Product or Model, which Investment Product or Model has a minimum investment for which your account qualifies. If you request any change to the account, and subsequent account statements or other communications indicate that the requested change has not been implemented, you must promptly notify your Financial Advisor. Advisory vs. Brokerage Accounts. MSWM and your Financial Advisor may earn more compensation if you invest in the Program than if you open a brokerage account (although, in a brokerage account, you will not receive all the services of Program as described in this Brochure). In such instance, your Financial Advisor and MSWM have a financial incentive to recommend the Program. We address this conflict of interest by disclosing it to you and by reviewing your account at account opening to ensure If you request that any security(ies) be transferred out of an account, MSWM may suspend trading in the account until the 27  that it is appropriate for you in light of the applicable standard of care. Payments from Investment Managers. S ee Item 4.C (Additional Fees – Funds in Advisory Programs), for more information. employees may hold a position (long or short) in the same securities held in client accounts. MSWM and/or its affiliates are regular issuers of traded financial instruments linked to securities that may be purchased in client accounts. From time to time, the trading of MSWM, a Sub-Manager or their affiliates – both for their proprietary accounts and for client accounts – may be detrimental to securities held by a client and thus create a conflict of interest between those trades and the investment advisory services that MSWM or a Sub-Manager provides to you. Investment managers may sponsor their own educational conferences and pay expenses of Financial Advisors attending these events. MSWM’s policies require that the training or educational portion of these conferences comprises substantially all of the event. Investment managers may sponsor educational meetings or seminars in which clients as well as Financial Advisors are invited to participate. Investment managers are permitted to occasionally give nominal gifts to Financial Advisors, and to occasionally entertain Financial Advisors (subject to a limit of $1,000 per employee per investment manager per year). MSWM’s non-cash compensation policies set conditions for each of these types of payments, and do not permit any gifts or entertainment conditioned on achieving a sales target. Trade Allocations. MSWM or an Executing Sub-Manager, as applicable, may aggregate securities to buy or sell for more than one client to obtain favorable execution, to the extent permitted by law. MSWM or the Executing Sub-Manager, as applicable, is responsible for allocating the trade in a manner that is equitable and consistent with its fiduciary duty to its clients (which could include, e.g., pro rata allocation, random allocation, or rotation allocation). For block trade orders executed by MSWM, the price to each client is the average price for the aggregate order. MSWM performs these trade allocation functions, as described in Item 4.A above. We address conflicts of interest by ensuring that any payments described in this “Payments from Investment Managers” section do not relate to any particular transactions or investment made by MSWM clients with investment managers. Investment managers participating in the Program are not required to make any of these types of payments. The payments described in this section comply with FINRA rules relating to such activities. Please see the discussion under “Funds in Advisory Programs” in Item 4.C for more information. Payments from Model Portfolio Providers. Certain Model Portfolio Providers pay MSWM a support fee (the “MAPS Support Fee”) with respect to the MAPS Third Party Strategies to support the MAPS platform. The Support Fee is generally $50,000 per year per MAPS Third Party Strategy, or $100,000 per year for a suite of related MAPS Third Party Strategies. Services Provided to Other Clients. MSWM, its affiliates, investment managers and their affiliates provide a variety of services (including research, brokerage, asset management, trading, lending, and investment banking services) for each other, for various clients (including issuers of securities that may be recommended for purchase or sale by clients or are otherwise held in client accounts), and for investment managers in the Program. MSWM, its affiliates, investment managers and their affiliates receive compensation and fees in connection with these services. MSWM believes that the nature and range of clients to which such services are rendered is such that it would be inadvisable to exclude categorically all of these issuers or companies from an account. Accordingly, it is likely that securities in an account will include some of the securities of companies for which MSWM, its affiliates, investment managers and their affiliates perform investment banking or other services. Payment of the Support Fee does not entitle the Third-Party Model Portfolio(s) or the MAPS Third Party Strategy(ies) to (i) exclusive or preferential treatment; (ii) access to or participation within MSWM’s distribution channels; (iii) inclusion on any “Approved”, “Focus” or any other designation or list; or (iv) any preferential consideration in investment recommendations made to clients. Restrictions on Securities Transactions. There may be periods during which MSWM or Sub-Managers are not permitted to initiate or recommend certain types of transactions in the securities of issuers for which MSWM or one of its affiliates is performing broker-dealer or investment banking services or have confidential or material non-public information. Furthermore, in certain investment advisory programs, MSWM may be compelled to forgo trading in, or providing advice regarding, Morgan Stanley Parent (as defined in Item 9 below) securities, and certain related securities. These restrictions can adversely impact your account performance. Different Advice. MSWM and its affiliates may give different advice, take different action, receive more or less compensation, and/or hold or deal in different securities for any other party, client, or account (including their own accounts or those of their affiliates) from the advice given, actions taken, compensation received and/or securities held or dealt for your account. Trading or Issuing Securities in, or Linked to Securities in, Client Accounts. MSWM and its affiliates may provide bids and offers, and may act as a principal market maker, in respect of the same securities held in client accounts. MSWM, its affiliates, the investment managers in its programs, and their affiliates and MSWM, Sub-Managers, as well as our and their affiliates may also develop analyses and/or evaluations of securities sold in the Program, as well as buy and sell interests in securities on behalf of their proprietary or client accounts. These analyses, evaluations and purchase and sale activities are proprietary and confidential, and MSWM will not disclose them to clients. MSWM may not be 28  able to act, in respect of clients’ account, on any such information, analyses or evaluations. Trading System could be automatically matched with a counterparty that is (i) another investment advisory or brokerage client of MSWM or one of its affiliates or (ii) MSWM or one of its affiliates acting for its own proprietary accounts. MSWM, Sub-Managers as well as our and their affiliates are not obligated to effect any transaction that they believe would violate federal or state law, or the regulations of any regulatory or self- regulatory body. Research Reports. MS&Co. does business with companies covered by its research groups. Furthermore, MS&Co. and its affiliates, and client accounts, may hold a trading position (long or short) in the securities of companies subject to such research. In such instance, MS&Co. has a conflict of interest that could affect the objectivity of its research reports. Payment Arrangements with Trade Analysis Vendor used by MSWM. A vendor which MSWM utilizes to provide trade analysis provides certain fee discounts to MSWM for this trade analysis, based upon the number of firms that trade with MSWM which also subscribe to the vendor’s services. This creates a conflict of interest for MSWM in that MSWM’s fees paid to this vendor would change depending on whether MSWM trades with fewer or more firms that subscribe to the vendor’s services in the future. MSWM has not and will not consider this impact on the fees it pays in any way, either in determining which firms it will trade with or in continuing to contract with this vendor. MSWM Affiliate in Underwriting Syndicate; MSWM Distribution of Securities; Other Relationships with Security Issuers. If an affiliate of MSWM is a member of the underwriting syndicate from which a security is purchased, we or our affiliates could directly or indirectly benefit from such purchase. If MSWM participates in the distribution of new issue securities that are purchased for a client’s account, MSWM will receive a fee, to be paid by the issuing corporation to the underwriters of the securities and ultimately to MSWM, which will be deemed additional compensation to us, if received by us. Certain Trading Systems. MSWM may effect trades or securities lending transactions on behalf of client accounts through exchanges, electronic communication networks or other alternative trading systems (“Trading Systems”), including Trading Systems with respect to which MSWM or its affiliates may have a non-controlling direct or indirect ownership interest, or right to appoint a board member or observer. If MSWM directly or indirectly effects client trades or transactions through Trading Systems in which MSWM or its affiliates have an ownership interest, MSWM or its affiliates may receive an indirect economic benefit based on their ownership interest. In addition, subject at all times to its obligations to obtain best execution for its customers’ orders, it is contemplated that MSWM will route certain customer order flow to its affiliates. Currently, MSWM and/or its affiliates own equity interests (or interests convertible into equity) of 5% or more in certain Trading Systems or their parent companies, including MEMEX Holdings LLC; OTCDeriv Limited; EOS Precious Metals Limited; CreditDeriv Limited; FXGLOBALCLEAR; Dubai Mercantile Exchange; Japan Securities Depository Center Inc.; Yensai.com Co., Ltd; and Octaura Holdings LLC.The Trading Systems on which MSWM trades or effects securities lending transactions for client accounts and in which MSWM or its affiliates own interests may change from time to time. You can contact your Financial Advisor for an up-to-date list of Trading Systems in which MSWM or its affiliates own interests and on which MSWM and/or MS&Co. trade for client accounts. MSWM and/or its affiliates have a variety of relationships with, and provide a variety of services to, issuers of securities recommended for client accounts, including investment banking, corporate advisory and services, underwriting, consulting, and brokerage relationships. As a result of these relationships with an issuer, MSWM or its affiliates may directly or indirectly benefit from a client’s purchase or sale of a security of the issuer. For example, MSWM or its affiliates may provide hedging services for compensation to issuers of structured investments (such as structured notes) recommended for client accounts. In such case, MSWM or its affiliates could benefit if a client account purchased such an instrument, or sold such an instrument to another purchaser, in lieu of selling or redeeming the instrument back to the issuer, as such transactions could result in the issuer of the instrument continuing to pay MSWM or its affiliates fees or other compensation for the hedging services related to such instrument. Similarly, if the hedging service with respect to such an instrument is not profitable for MSWM or its affiliates, MSWM or its affiliates may benefit if MSWM’s client accounts holding such instruments sold or redeemed them back to the issuer. We address these conflicts by disclosing them to you in this Brochure. Certain Trading Systems offer cash credits for orders that provide liquidity to their books and charge explicit fees for orders that extract liquidity from their books. From time to time, the amount of credits that MSWM and/or MS&Co. receives from one or more Trading System may exceed the amount that is charged. Under these limited circumstances, such payments would constitute payment for order flow. Certain Trading Systems through which MSWM and/or MS&Co. may directly or indirectly effect client trades execute transactions on a “blind” basis, so that a party to a transaction does not know the identity of the counterparty to the transaction. It is possible that an order for a client account that is executed through such a Also, in the event of corporate actions with respect to securities held in client accounts, to the extent such corporate actions result in exchanges, tender offers, or similar transactions, MSWM and/or its affiliates may participate in and/or advise on such transactions and receive compensation. The interest of MSWM’s affiliates in these corporate actions may conflict with the interest of MSWM clients. In addition, where an affiliate of MSWM is representing 29  (Services, Fees and Compensation -- Additional Fees – Cash Sweeps – Bank Deposit Program and Money Market Funds), for more information. or advising the issuer in a transaction, the interest of the issuer may conflict with client interests and create a potential conflict of interest for MSWM. MSWM also provides various services to issuers, their affiliates, and insiders, including but not limited to, stock plan services and financial education for which MSWM receives compensation. Investments in Sweep Investments or Mutual Funds. As described in Item 1.C above, with respect to non-Retirement Account clients, MSWM or its affiliates earn greater compensation from mutual funds than from separate accounts. At times, a Sub-Manager may believe that it is in a Client’s interest to maintain assets in cash, particularly for defensive purposes in volatile markets. The above-described Bank Deposit Program revenue and fees for Money Market Funds, administrative services fees for accounts of non-Retirement Account clients and other payments create a potential for a conflict of interest to the extent that the additional payments could influence MSWM to recommend or select (a) a mutual fund or ETF Investment Product, instead of a separate account Investment Product, or (b) a Model, Sub-Manager or investment style that favors cash balances. Please note that your Financial Advisor does not receive any of the Bank Deposit Program revenue, fees from Money Market Funds or administrative services fees described herein. Affiliated Investment Products. Certain of the Investment Products in the Program (including MSWM Investment Products) are affiliated with MSWM. Generally, Investment Products affiliated with MSWM will not be available to Retirement Accounts. However, Pathway mutual funds and ETFs (which are MSWM Investment Products) and MSWM Investment Products that have no Sub-Manager fee as well as the Money Market Fund referenced in the Cash Sweep section above may be available to Retirement Accounts. Additionally, certain mutual funds, ETFs, and closed-end funds managed or sub-advised by our affiliates, including but not limited to MSIM and EVM and its investment affiliates, may be included in your account. To the extent that such funds are offered to and purchased by a Retirement Account, the Morgan Stanley Advisory Fee on any such Retirement Account will be reduced or adjusted by the amount of the fund’s management fee, shareholder servicing fee and distribution fee that we, or our affiliates, may receive in connection with such Retirement Account’s investment in such affiliated fund. If your account is a Retirement Account invested in an SMA Investment Product managed by an affiliate, including but not limited to MSIM and EVM and its investment affiliates, MSWM shall offset or adjust any advisory fee such affiliated manager receives or a portion of the Morgan Stanley Advisory Fee will be waived. Nonpublic Information. In the course of investment banking or other activities, MSWM, the Investment Products, and each of our and their respective affiliates may from time to time acquire confidential or material nonpublic information that may prevent us or them, for a period of time, from purchasing or selling particular securities for your account. MSWM, the Investment Products, and each of our and their respective affiliates will not be free to divulge or to act upon this information with respect to our or their advisory or brokerage activities, including activities with regard to your account. This may adversely impact the investment performance of your account. Benefits to Affiliates. MSWM affiliates may receive a financial benefit from MSWM or any Sub-Manager in the form of compensation for trade executions for the accounts of MSWM or Sub-Managers or accounts that are managed by MSWM or Sub- Managers, or through referrals of brokerage or investment advisory accounts to MSWM by Sub-Managers. the fees You understand that MSWM and our affiliates will receive more aggregate compensation when you (or MSWM, if you have selected Firm Discretion or Financial Advisor Discretion) select an Investment Product that is affiliated with MSWM than if you (or MSWM) select an Investment Product that is not affiliated with MSWM. The selection of MSWM or an affiliate as a Sub- Manager or of a MSWM affiliated Fund may also be more costly to your account. In addition, some Investment Products that are affiliated with MSWM may charge higher fees than other affiliated or unaffiliated Investment Products. Thus, MSWM and your Financial Advisor have a conflict of interest as they have a financial incentive to recommend (or select, if you have selected Firm Discretion or Financial Advisor Discretion) affiliated Investment Products. Similarly, if a Sub-Manager or a Fund is not affiliated with us but we have an ownership share in the Sub- Manager or in the Fund’s manager, we and your Financial Advisor have a conflict of interest as we have a financial incentive to recommend that Sub-Manager or Fund to you because, as an owner of the Sub-Manager or the Fund’s manager, we benefit from its profits. Other Investment Products Available. MSWM or Sub- Managers may offer to the public investment products, such as mutual funds, with similar investment styles and holdings as the SMA strategies offered through the Program. Such products may be offered at differing fees and charges that may be higher or lower the Program. imposed by MSWM under than Furthermore, an SMA Investment Product and a mutual fund Investment Product may utilize the same investment manager and investment strategy but have different minimum investment amounts and fees. Fees for an SMA Investment Product may be lower than for a similar mutual fund Investment Product. Even where you have elected Financial Advisor Discretion, your Portfolio may include a mutual fund Investment Product even where a similar but lower cost SMA Investment Product is Affiliated Sweep Investments. MSWM, in its capacity as your custodian, has a conflict of interest in electing BDP or Money Market Funds as the sweep investment. See Item 4.C above 30  Unless you have elected Financial Advisor Discretion, Firm Discretion, or a MAPS Strategy, MSWM does not have discretion to select Investment Products for you. In such case, you will select the Investment Product for your account with the assistance of your Financial Advisor. available. In such case, MSWM will not change your investment to the SMA Investment Product if your assets increase to above the minimum investment amount for the SMA Investment Product. You should discuss all investment options with your Financial Advisor. Other Business with Certain Firms. Certain investment management firms (which may include Sub-Managers as well as the managers of Funds) do other business with MSWM or its affiliates. MSWM tailors its advisory services to individual clients in the Program by advising the clients as to appropriate Sub-Managers or other Investment Products or, in the case of Firm Discretion or Financial Advisor Discretion by selecting appropriate Sub- Managers or other Investment Products. See Item 4.A above, for more information. Wrap Fee Programs Block Trades. In connection with the Program, MSWM may execute certain block trades or Executing Sub-Managers may direct some block trades to MSWM for execution; such blocks may include trades for other clients of MSWM and/or Executing Sub-Managers. Although MSWM executes these block trades at no commission, MSWM may obtain a benefit from executing these block trades, as a result of the increased trading volume attributable to these blocks. MSWM acts as the sponsor of the Program. Additionally, in the case of Financial Advisor Discretion, Firm Discretion or in a MAPS Strategy, MSWM will act as the discretionary portfolio manager. MSWM receives the entire Morgan Stanley Advisory Fee in the Program. As described in Item 4.A above, the Sub- Manager Fees are separate from (and in addition to) the Morgan Stanley Advisory Fee. MSWM does not retain any portion of the Sub-Manager Fees Performance-Based Fees MSWM does not charge performance-based fees in the Program. Methods of Analysis and Investment Strategies in determining the amount of Financial Advisors may use any investment strategy when providing investment advice to you. Financial Advisors may use asset allocation recommendations of the Morgan Stanley Wealth Management Global Investment Office as a resource but there is no guarantee that any strategy will in fact mirror or track these recommendations. Investing in securities involves risk of loss that you should be prepared to bear. Limitation on Investments in Covered Funds. MSWM limits the amount it can purchase or hold on an aggregate basis in certain funds, such as mutual funds, exchange-traded funds, certain exchange-traded products, closed-end funds and unit investment trusts (“Covered Funds”) on a discretionary basis in client accounts (“discretionary client accounts”) or for its own accounts. This limitation seeks to avoid potential regulatory restrictions on the ability of MSWM’s Affiliates to engage in principal trading and other transactions with such Covered Funds. As a result of these limitations, discretionary clients will be limited in their ability to invest in Covered Funds from time to time and can be precluded from investing in certain Covered Funds alternatives. This limitation creates a conflict of interest for MSWM investment opportunities in Covered Funds that are available to discretionary clients. C. MSWM and Financial Advisors acting as Portfolio Managers Description of Advisory Services If a MAPS Strategy is utilized, MSWM will utilize the methods of analysis described in Exhibit C, as may be amended from time to time, attached hereto, titled “MAPS Strategies and Methods of Analysis.” More detailed information on each strategy is available on request from your Financial Advisor. Policies and Procedures Relating to Voting Client Securities If you have elected Financial Advisor Discretion, MSWM, acting primarily through the Discretionary FA, acts as the discretionary portfolio manager as described in Item 4.A above. Similarly, if you have elected Firm Discretion, MSWM acts as the discretionary portfolio manager as described in Item 4.A above. If you select a MAPS Portfolio as an SMA Investment Product, MSWM acts as the discretionary portfolio manager. See Item 4.A above for a description of the services offered in the program described in this Brochure. Tailoring Services for Individual Clients You have the option to elect who votes proxies for your account. Unless you have expressly retained the right to vote proxies, for SMA Investment Products, you delegate proxy voting authority to the Sub-Managers. In all other instances, you delegate proxy voting authority to a third-party proxy voting service provider, Institutional Shareholder Services Inc. (“ISS”), which MSWM has engaged to vote proxies on your behalf. You cannot delegate proxy voting authority to MSWM or any Morgan Stanley employees and we do not agree to assume any proxy voting authority from you. With the assistance of your Financial Advisor, you may select a particular investment strategy for your account. You may also place reasonable restrictions on the investments in your account (as discussed above in Item 4.A). 31  Item 9: Additional Information Disciplinary Information This section contains information on certain legal and disciplinary events. If you expressly retain the right to vote proxies, we will forward to you any proxy materials that we receive for securities in your account. Neither MSWM nor your Financial Advisor will advise you on particular proxy solicitations. If the Sub-Managers or ISS, as applicable, vote proxies for you, you cannot instruct them on how to cast any particular vote. If you have delegated proxy voting authority to the Sub-Managers or ISS, as applicable, you can obtain, from your Financial Advisor, information as to how proxies were voted for your account during the prior annual period and a Sub-Manager’s or ISS’s, as applicable, relevant proxy voting policies and procedures (including a copy of their policy guidelines and vote recommendations in effect from time to time). You can change your proxy voting election at any time by contacting your Financial Advisor. Neither MSWM nor the Sub-Managers will provide advice or take action with respect to legal proceedings (including bankruptcies) relating to the securities in your account, except to the extent required by law, rule, or regulation. Item 7: Client Information Provided to Portfolio Managers • On June 8, 2016, the SEC entered into a settlement order with MSWM (“June 2016 Order”) settling an administrative action. In this matter, the SEC found that MSWM willfully violated Rule 30(a) of Regulation S-P (17 C. F. R. § 248.30(a)) (the “Safeguards Rule”). In particular, the SEC found that, prior to December 2014, although MSWM had adopted written policies and procedures relating to the protection of customer records and information, those policies and procedures were not reasonably designed to safeguard its customers’ personally identifiable information as required by the Safeguards Rule and therefore failed to prevent a MSWM employee, who was subsequently from misappropriating customer account terminated, information. In determining to accept the offer resulting in the June 2016 Order, the SEC considered the remedial efforts promptly undertaken by MSWM and MSWM’s cooperation afforded to the SEC Staff. MSWM consented, without admitting or denying the findings, to a censure, to cease and desist from committing or causing future violations, and to pay a civil penalty of $1,000,000. (“January 2017 Order”) to 2016, MS&Co. and MSWM, Your Financial Advisor has access to the information you provide at - and subsequent to - account opening (the “Client Information”), including, but not limited to, your name, address, contact information, transaction detail, information regarding your investment objectives, financial information, risk tolerance, and any reasonable restrictions you may impose on management of your account. This includes information in the client profile and investment questionnaire you complete (or your Financial Advisor completes for you) as part of the account opening process. At account opening, or subsequently as necessary to service your relationship, Morgan Stanley may provide your Sub- Manager with certain Client Information. Your selection of a Sub-Manager is deemed to be your consent to us to provide Client Information to such Sub-Manager. You can revoke that consent at any time by terminating the account. Item 8: Client Contact with Portfolio Managers You can contact your Financial Advisor at any time during normal business hours. future violations, • On January 13, 2017, the SEC entered into a settlement order with MSWM settling an administrative action. The SEC found that from 2009 through 2015, MSWM inadvertently charged advisory fees in excess of what had been disclosed to, and agreed to by, its legacy clients of Citigroup Global Markets Inc., which was a predecessor to MSWM, and, from 2002 to 2009 and from respectively, 2009 inadvertently charged fees in excess of what was disclosed to and agreed to by their clients. The SEC also found that MSWM failed to comply with requirements regarding annual surprise custody examinations for the years 2011 and 2012, did not maintain certain client contracts, and failed to adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Investment Advisers Act of 1940 (the “Advisers Act”). The SEC found that, in relation to the foregoing, MSWM willfully violated certain sections of the Advisers Act. In determining to accept the offer resulting in the January 2017 Order, the SEC considered the remedial efforts promptly undertaken by MSWM. MSWM consented, without admitting or denying the findings, to a censure, to cease and desist from committing or causing to certain undertakings related to fee billing, books and records and client notices and to pay a civil penalty of $13,000,000. MSWM will generally conduct all communication with you. For your investments in an SMA managed by a Sub-Manager, MSWM will use reasonable efforts to encourage each Sub- Manager to be reasonably available to you and your Financial Advisor for joint consultation regarding the management of your account and any complex and non-routine questions you have. • On February 14, 2017, the SEC entered into a settlement order with MSWM settling an administrative action. The SEC found that from March 2010 through July 2015, MSWM 32  solicited approximately 600 non-discretionary advisory accounts to purchase one or more of eight single inverse exchange traded funds (“SIETFs”), without fully complying with its internal written compliance policies and procedures related to these SIETFs, which among other things required that clients execute a disclosure notice, describing the SIETF’s features and risks, prior to purchasing them, for MSWM to maintain the notice, and for subsequent related reviews to be performed. The SEC found that, despite being aware of deficiencies with its compliance and documentation of the policy requirements, MSWM did not conduct a comprehensive analysis to identify and correct past failures where the disclosure notices may not have been obtained and to prevent future violations from occurring. The SEC found that, in relation to the foregoing, MSWM willfully violated section 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-7 thereunder. MSWM admitted to certain facts and consented to a censure, to cease and desist from committing or causing future violations, and to pay a civil penalty of $8,000,000. fee programs with third-party managers and MSWM’s policies and procedures related to trades not executed at MSWM. In the applicable wrap fee programs, the third-party manager has the discretion to place orders for trade execution on clients’ behalf at a broker-dealer other than Morgan Stanley. MSWM permits managers to “trade away” from MSWM in this manner in order to seek best execution for trades. The SEC found that, from at least October 2012 through June 2017, MSWM provided incomplete and inaccurate information indicating that MSWM executed most client trades and that, while additional transaction-based costs were possible, clients did not actually incur them in the ordinary course. The SEC found that this information was misleading for certain retail clients because some wrap managers directed most, and sometimes all, client trades to third-party broker-dealers for execution, which resulted in certain clients paying transaction-based charges that were not visible to them. The SEC also found that, on occasion, wrap managers directed trades to MSWM-affiliated broker-dealers in which clients incurred transaction-based charges in violation of MSWM’s affiliate trading policies without detection by MSWM. The SEC noted in the order that it considered certain remedial acts undertaken by MSWM in determining to accept the order, including MSWM enhancing its disclosures to clients, implementing training of financial advisors, enhancing relevant policies and procedures, and refunding clients’ transaction-based charges paid to Morgan Stanley affiliates. The SEC found that MSWM willfully violated certain sections of the Investment Advisers Act of 1940, specifically Sections 206(2) and 206(4) and Rule 206(4)-7 thereunder. MSWM consented, without admitting or denying the findings and without adjudication of any issue of law or fact, to a censure; to cease and desist from committing or causing future violations; and to pay a civil penalty of $5,000,000. • On June 29, 2018, the SEC entered into a settlement order with MSWM settling an administrative action which relates to misappropriation of client funds in four related accounts by a single former MSWM financial advisor (“FA”). The SEC found that MSWM failed to adopt and implement policies and procedures or systems reasonably designed to prevent personnel from misappropriating assets in client accounts. The SEC specifically found that, over the course of eleven months, the FA initiated unauthorized transactions in the four related client accounts in order to misappropriate client funds. The SEC found that while MSWM policies provided for certain reviews prior to issuing disbursements, such reviews were not reasonably designed to prevent FAs from misappropriating client funds. Upon being informed of the issue by representatives of the FA’s affected clients, MSWM promptly conducted an internal investigation, terminated the FA, and reported the fraud to law enforcement agencies. MSWM also fully repaid the affected clients, made significant enhancements to its policies, procedures, and systems (“Enhanced MSWM Policies”) and hired additional fraud operations personnel. The SEC found that MSWM willfully violated section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. The SEC also found that MSWM failed to supervise the FA pursuant to its obligations under Section 203(e)(6) of the Advisers Act. MSWM consented, without admitting or denying the findings, to a censure; to cease and desist from committing or causing future violations; to certain undertakings, including certifications related to the implementation and adequacy of the Enhanced MSWM Policies and to pay a civil penalty of $3,600,000. • On May 12, 2020, the SEC entered into a settlement order with MSWM settling an administrative action which relates to certain information provided in marketing and client communications to retail advisory clients in MSWM’s wrap • On December 9, 2024, the SEC entered into a settlement order with MSWM settling an administrative action, which relates to misappropriation of client funds in brokerage and advisory accounts by four former MSWM financial advisors (the “FAs”). The SEC found that MSWM failed to adopt and implement policies and procedures reasonably designed to prevent personnel from misusing and misappropriating funds in client accounts and that MSWM’s inadequate policies and procedures and systems to implement them led to its failure reasonably to supervise the four FAs, who misappropriated funds from client and customer accounts while employed at MSWM. Specifically, the SEC found that MSWM failed to adopt and implement policies and procedures reasonably designed to prevent and detect unauthorized externally- initiated ACH payments and unauthorized cash wires. Upon being informed of the potential unauthorized activity in the customer accounts of two of the FAs, MSWM promptly investigated the matters, terminated the FAs, reported the fraud to law enforcement agencies, and fully repaid the affected clients. MSWM also conducted a retroactive review 33  • MSWM and MS&Co. generally do not act as principal in executing trades for MSWM investment advisory clients, except as permitted by applicable laws, rules, and regulations. • Regulatory restrictions may limit your ability to purchase, hold or sell equity and debt issued by Morgan Stanley Parent and its affiliates in some investment advisory programs. • Certain regulatory requirements may limit MSWM’s ability to execute transactions through alternative execution services (e.g., electronic communication networks and crossing networks) owned by MSWM, MS&Co. or their affiliates. restrictions may adversely These impact your account performance. See Item 6.B above for conflicts arising from our affiliation with MS&Co. and its affiliates. of payment instructions for externally-initiated ACH payment instructions, which led to the identification of misconduct by the other two FAs. MSWM accordingly terminated the other two FAs and reported the misconduct to SEC staff. On its own initiative, MSWM instituted new written procedures to address the conduct at issue and retained an independent compliance consultant to perform a review and assessment. The SEC found that MSWM willfully violated section 206(4) of the Investment Advisers Act of 1940 (“Advisers Act”) and Rule 206(4)-7 thereunder. The SEC also found that MSWM failed to supervise the FAs within the meaning of Section 203(e)(6) of the Advisers Act and/or Section 15(b)(4)(E) of the Securities Exchange Act of 1934. MSWM consented, without admitting or denying the findings, to a censure; to cease and desist from committing or causing future violations; to certain undertakings, including the retention of an Independent Compliance Consultant to review MSWM’s policies, procedures and controls related to the conduct in the Order and to pay a civil penalty of $15,000,000. MSWM’s Form ADV Part 1 contains further information about its disciplinary history and is available on request from your Financial Advisor or on the SEC’s website. Other Financial Industry Activities and Affiliations Related Investment Advisers and Other Service Providers. MSWM has affiliates (including MSIM, Morgan Stanley Investment Management Limited and Consulting Group Advisory Services LLC as well as EVM and its affiliates) that are investment advisers to mutual funds in various investment advisory programs. If you invest your assets in an affiliated mutual fund, MSWM and its affiliates earn more money than if you invest in an unaffiliated mutual fund. Generally, for Retirement Accounts, MSWM rebates or offsets fees so that MSWM complies with IRS and Department of Labor rules and regulations. Morgan Stanley (“Morgan Stanley Parent”) is a financial holding company under the Bank Holding Company Act of 1956. Morgan Stanley Parent is a corporation whose shares are publicly held and traded on the New York Stock Exchange (“NYSE”). MSWM is a wholly owned indirect subsidiary of Morgan Stanley Parent. to certain open-end Activities of Morgan Stanley Parent. Morgan Stanley Parent is a global firm engaging, through its various subsidiaries, in a wide range of financial services including: • securities underwriting, distribution, trading, merger, acquisition, restructuring, real estate, project finance and other corporate finance advisory activities • merchant banking and other principal investment activities brokerage and research services • MSIM and certain EVM investment affiliates serves in various advisory, management, and administrative capacities to open- ended and closed-end investment companies and other portfolios (some of which are listed on the NYSE). Morgan Stanley Services Company Inc., its wholly owned subsidiary, provides limited transfer agency services investment companies. Morgan Stanley Distribution Inc. serves as distributor for the open- end investment companies and has entered into selected dealer agreements with MSWM and affiliates. Morgan Stanley Distribution Inc. also may enter into selected dealer agreements with other dealers. Under many of these agreements, MSWM and affiliates, and other selected dealers, are compensated for sale of fund shares to clients on a brokerage basis, and for shareholder servicing (including pursuant to plans of distribution adopted by the investment companies pursuant to Rule 12b-l under the Investment Company Act of 1940). asset management • • trading of foreign exchange, commodities, and structured financial products and • global custody, securities clearance services, and securities lending. Broker-Dealer Registration. As well as being a registered investment advisor, MSWM is registered as a broker-dealer. Related persons of MSWM act as a general partner, administrative agent or special limited partner of a limited partnership or managing member or special member of a limited liability company to which such related persons serve as adviser or sub- adviser and in which clients have been solicited in a brokerage or advisory capacity to invest. In some cases, the general partner of a limited partnership is entitled to receive an incentive allocation from a partnership. See Item 4.C above for a description of cash sweep investments managed or held by related persons of MSWM. See Item 6.B above for a description of various conflicts of interest. Restrictions on Executing Trades. As MSWM is affiliated with MS&Co. and its affiliates, the following restrictions apply when executing client trades: 34  calculate interest and therefore these products have different risks and considerations. Market Transition Away from LIBOR. The following applies to holders of products directly or indirectly linked to the London Interbank Offered Rate (“LIBOR”) or the Secured Overnight Financing Rate (“SOFR”) and investors that are considering purchasing such products. Depending on your current holdings and investment plans, this information may or may not be applicable to you. LIBOR had been a widely used interest rate benchmark in bond, loan, and derivative contracts, as well as consumer lending instruments such as mortgages. However, as a result of concerns with the integrity of LIBOR and how it is determined, LIBOR will cease to be published and will be replaced by alternative reference rates. Affiliates of MSWM participate on central bank committees that have been selecting alternative rates and developing transition plans for trading these new rates. In addition, MSWM and its affiliates may have interests with respect to LIBOR- and SOFRlinked products that conflict with yours as an investor. As with any investment, make sure you understand the terms of any LIBOR- and SOFR-based products you hold and the terms of those that you are considering purchasing. Other products and services offered by or through MSWM or its affiliates, such as loans and mortgage products, may have different terms and conditions and may be affected by the potential replacement of LIBOR differently than LIBOR-based securities. This is a developing situation and the above information is subject to change. For more information on the potential replacement of LIBOR, the recommended alternative rate, SOFR, and certain considerations relating to LIBOR- and SOFR-linked products, please see www.morganstanley.com/wm/LIBOR. Please also contact a member of your Morgan Stanley team for information, including if you have questions about whether you hold LIBOR- based products. Code of Ethics Specifically, overnight and one-, three-, six- and 12-month USD LIBOR will no longer be published after June 30, 2023. However, regulators have indicated that the time until then is to be used only for managing existing LIBOR-based products. All settings for GBP, EUR, JPY and CHF LIBOR, and one-week and two-month settings for USD LIBOR, are no longer being published, although synthetic versions of GBP and JPY LIBOR rates will be published for a period of time. The committee convened by the U.S. Federal Reserve Board and the Federal Reserve Bank of New York, the Alternative Reference Rates Committee (ARRC), has selected SOFR as the recommended alternative benchmark rate to USD LIBOR. The MSWM US Investment Advisory Code of Ethics (“Code”) applies to MSWM’s employees, supervisors, officers, and directors engaged in offering or providing investment advisory products and/or services (collectively, the “Access Persons”). In essence, the Code prohibits Access Persons from engaging in securities transactions or activities that involve a material conflict of interest, possible diversion of a corporate opportunity, or the appearance of impropriety. Access Persons must always place the interests of MSWM’s clients above their own and must never use knowledge of client transactions acquired in the course of their work to their own advantage. Supervisors are required to use reasonable supervision to detect and prevent any violations of the Code by the individuals, branches, and departments that they supervise. (including pre-approval The Code generally operates to protect against conflicts of interest either by subjecting activities of an Access Person to specified requirements) or by limitations prohibiting certain activities. Key provisions of the Code include: The market transition away from LIBOR to alternative rates is complex and could have a range of impacts on financial products and transactions directly or indirectly linked to LIBOR. For example, the fallback provisions in your LIBOR-based products, or the absence thereof, could have an adverse effect on the value of such products as well as your investment strategy. Documentation governing existing LIBOR-based products may contain “fallback provisions”, which provide for how the applicable interest rate will be calculated if LIBOR ceases or is otherwise unavailable. Fallback provisions can materially differ across products and even within a given asset class. Furthermore, such provisions may not contemplate alternative reference rates such as SOFR (in particular in older documentation) and/or may result in increased uncertainty and change the economics of the product when LIBOR ceases. Clients utilizing hedging strategies may also face basis risk due to inconsistent fallback provisions in their various investments. Recently, federal legislation was signed into law that will provide for a SOFR-based rate plus a spread to replace LIBOR for those contracts without effective fallback provisions. • The requirement for certain Access Persons, because of their potential access to non-public information, to obtain their supervisors’ prior written approval or provide pre-trade notification before executing certain securities transactions for their personal securities accounts; With respect to an investment in SOFR-linked products and products that will fallback to SOFR, you should understand the terms of the particular product and the related risks. The composition and characteristics of SOFR are not the same as LIBOR and, as a result, SOFR may not perform in the same way as LIBOR would have. Further, the SOFR-linked products that have been issued to date apply different market conventions to • Additional restrictions on personal securities transaction activities applicable to certain Access Persons (including Financial Advisors and other MSWM employees who act as portfolio managers investment advisory in MSWM programs); 35  We do not have any financial conditions that are reasonably likely to impair our ability to meet our contractual commitments to clients. • Requirements for certain Access Persons to provide initial and annual reports of holdings in their securities accounts, along with quarterly transaction information in those accounts; and MSWM and its predecessors have not been the subject of a bankruptcy petition during the past 10 years • Additional requirements for pre-clearance of other activities including, but not limited to, Outside Business Activities, Gifts and Entertainment, and U.S. Political Contributions and Political Solicitation Activity. You can obtain a copy of the Code from your Financial Advisor. See Item 6.B above, for a description of Conflicts of Interest. Trade Errors Whether made by MSWM, by agents acting on our behalf, or by or on behalf of an Executing Sub-Manager, trade errors do occur from time to time. MSWM maintains policies and procedures to ensure timely detection, reporting, and resolution of trade errors involving client accounts. In general, once a trade error has been identified, we take prompt, corrective action, returning the client’s account to the economic position it would be in absent the error. Once the trade error is resolved with respect to the client’s account, the handling of any resulting gain or loss can vary depending on the circumstances and the specific type of error; typically, however, any net gain or loss is either booked to the relevant error account or, in certain situations resulting in a net gain, donated to the Morgan Stanley Foundation. Reviewing Accounts At account opening, we confirm that the account type, program, and investment strategy are appropriate for you. Your Financial Advisor is then responsible for monitoring your account on an ongoing basis. MSWM also monitors your accounts on a periodic basis (e.g., identifying and reviewing accounts with a high cash balance and inactive accounts). See Item 4.A above for a discussion of account statements and periodic reviews provided for your account. Client Referrals and Other Compensation See “Payments from Investment Managers” and “Payments from Mutual Funds” in Item 6.B above. MSWM may compensate affiliates and unaffiliated third parties for client referrals in accordance with Rule 206(4)-1 of the Advisers Act. If you open an account in an investment advisory program, the compensation paid to any such entity will typically consist of an ongoing cash payment stated as a percentage of MSWM’s advisory fee or a one-time flat fee, but may include cash payments determined in other ways. Financial Information We are not required to include a balance sheet in this Brochure because we do not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. 36  Exhibit A Tax Management Terms and Conditions These Tax Management Terms and Conditions apply only to Select UMA clients who have notified their Financial Advisor that they have elected Tax Management services or to those Select UMA clients whose eligible accounts have been enrolled at their Financial Advisor’s discretion. INTRODUCTION A. Morgan Stanley Smith Barney LLC (“MSWM”) is the sponsor of the Select UMA® program. Tax Management Services, as described in these Terms and Conditions (“Tax Management Services”), are available for Select UMA accounts. In order to receive Tax Management Services, you must inform your Financial Advisor or Private Wealth Advisor (collectively, “Financial Advisor”) that you desire Tax Management Services and what Maximum Tax and Realized Capital Gain Instructions (see B. Below) you elect for your Select UMA account (the “Account”). These Terms and Conditions will govern the Tax Management Services provided in the Account. Tax Management Services enable you to instruct MSWM to seek to limit net realized capital gains (which are taxable for many investors) from transactions in equity securities in the equity separate account sleeve(s) (as well as in transactions in certain exchange traded funds (“ETFs”) and mutual funds) in the Account, as and to the extent described in this form. MSWM incorporates the instructions provided in accordance with this form (the “Instructions”) into the Tax Management Services it provides until you or MSWM terminates the Tax Management Services or changes these Instructions by notifying your Financial Advisor. Please review all sections of these Terms and Conditions carefully for important information about Tax Management Services, including the significant limitations and increased risk of loss associated with Tax Management Services. Tax Management Services do not constitute a complete tax-sensitive management program and neither MSWM nor any of its affiliates provides tax advice or guarantees that Tax Management Services will produce a particular tax result. You should consult a tax advisor in deciding whether to elect Tax Management Services, what Instructions to provide in Section B below, and whether, when and how to update such Instructions. Additionally, if you may be subject to foreign taxation, you should consult your tax advisor to determine whether Tax Management Services are appropriate. B. REALIZED CAPITAL GAIN AND/OR LOSS INSTRUCTIONS FOR THIS ACCOUNT You must provide a tax mandate, or indicate that no tax mandate is desired, by notifying your Financial Advisor, per the Instructions listed below in this Section B. For capital gains limits, utilize Instruction (1), (2) or (3) below by notifying the Financial Advisor of the desired dollar amount(s) for each Instruction. Use Instruction (7) below if no Maximum Tax Bill or Net Gain is desired. Use Instruction (4) below by notifying the Financial Advisor of the desired maximum time period for this Instruction. For capital loss preferences, utilize Instruction (5), (6), or (7) below by notifying the Financial Advisor of the desired interval, dollar and/or percentage amount(s) for each Instruction. Carefully review all Sections of this form for important related information, including the significant limitations and increased risk of loss associated with Instructions. Please note that previously realized capital gains or losses in an account during a current calendar year, in addition to gains or losses in your other related accounts, may impact our ability to manage the account in accordance with your selected tax mandate. 1. Maximum TAX BILL Instruction (Based on Assumed Tax Rates) -- Each calendar year, seek to limit Federal tax bill from net capital gains realized in the Account to the amount specified to the Financial Advisor. Delay transactions if necessary to do so. For this purpose, calculate tax using assumed tax rates of 40.8% for short-term gains and 23.8% for long-term gains. Because your actual tax rates may vary from the assumed tax rates in this Instruction (for example, because of state and local taxes and/or alternative minimum tax), actual tax liability from realized gains may exceed any dollar amount specified in this Instruction. Please see Section C.7. below, for information on possible consequences of MSWM delaying transactions in order to comply with this Instruction. 2. Maximum NET GAIN Instruction -- Each calendar year, seek to limit the aggregate of net short-term and long-term gains realized in the Account to the amount specified to the Financial Advisor. Delay transactions if necessary to do so. Please see Section C.7. below, for information on possible consequences of MSWM delaying transactions in order to comply with this Instruction. 37  3. Maximum NET SHORT-TERM AND LONG-TERM GAIN Instructions -- Each calendar year, seek to limit net short-term gains and net long-term gains realized in the Account to the amount specified to the Financial Advisor. Delay transactions if necessary to do so. Please see Section C.7. below, for information on possible consequences of MSWM delaying transactions in order to comply with this Instruction. 4. Short-Term Tax Lot Delay Instruction - For this purpose, in addition to any Instruction provided to the Financial Advisor, seek to delay the realization of a short-term capital gain tax lot(s), if such tax lot(s) is to become long-term within a period of time specified to the Financial Advisor, not to exceed a maximum of 90 days. Delay transactions if necessary to do so. Please see Section C.7., below, for information on possible consequences of Overlay Manager delaying transactions in order to comply with this Instruction. 5. Maximum Net Tax-Loss Preference Instruction – At each time interval (monthly, quarterly, semi-annual, annual), and/or at any time opportunistically during a calendar year, seek to target the aggregate of net short-term and long-term unrealized tax losses for tax loss selling purposes in Wash Rule Eligible Securities, as described in Section C, below, in the Account to an amount specified by client to the Financial Advisor. Please see Section C, below, for information on possible consequences of Tax-Loss Selling regardless of whether you provided Instruction or indicated no mandate is desired. 6. Minimum Security-level Tax-Loss Preference Instruction – Consistent with section B.5., above, at each time interval (monthly, quarterly, semi-annual, annual), and/or at any time opportunistically during a calendar year, seek to target the minimum tax loss amount per security for tax loss selling purposes in Wash Rule Eligible Securities, to an amount specified by client to the Financial Advisor. Please see Section C, below, for information on possible consequences of Tax-Loss Selling regardless of whether you provided Instruction or indicated no mandate is desired. 7. No Client Tax-Loss Preference Instruction – Seek to target the aggregate of net short-term and long-term losses for tax loss selling purposes, consistent with Section C, below. C. CERTAIN IMPORTANT SERVICE FEATURES AND OTHER DISCLOSURES The provisions of this Section C apply regardless of whether you provided a mandate or indicated that no mandate is desired, in accordance with Section B above. 1. Limited Scope of Tax Management Services. Tax Management Services: (a) does not affect management of any separate account sleeve included in your Account and managed by an Executing Sub-Manager (such Executing Sub-Manager may implement its own tax management services, which may include separate gain/loss instructions and mandates); (b) does not consider dividends in your Account or any assets, transactions or other activity outside the Account; and (c) seeks to exclude in tax loss selling any Master Limited Partnerships for which an IRS Schedule K-1 is sent to you, but does not guarantee the accuracy of its identification. 2. Changes to Tax Management Instructions. A future change in your tax status and/or other tax-related developments, including gains or losses outside your Account, may prevent the Tax Management Services from producing the tax-related effects you desire and may make it advisable for you to change the Instructions provided on this Form. You should contact your Financial Advisor to make any changes in the Instructions. Unless MSWM requires written notice of changes in these Instructions, you may provide MSWM with oral notice of any such changes. 3. Tax-Loss Selling. For the purposes of these Instructions. “Wash Rule Eligible” securities shall be equity, ETF, and mutual fund securities in your Account (other than Master Limited Partnerships for which an IRS Schedule K-1 is sent to you) for which a capital loss could be realized as a result of a sale, under the US Internal Revenue Service “wash sale rules”. In identifying Wash Rule Eligible securities, MSWM will consider only identical securities, and only transactions in securities that take place in your Account. MSWM will seek to identify Wash Rule Eligible Securities, but does not guarantee the accuracy of its identification. Unless otherwise instructed by Client to the Financial Advisor, and in accordance with tax loss Instruction provided in Section B., above, if any net capital gains have been realized as of any eligible trading day of the month of any or all of calendar quarter(s) 1, 2, and/or 3, MSWM will, within the remaining eligible trading days of such month and subject to the following sentences, sell Wash Rule Eligible Securities (excluding mutual fund securities), to the extent needed (and available) to realize capital losses offsetting such realized net capital gains. If any unrealized losses are available as of any eligible trading day of the last calendar quarter, MSWM will, within the remaining eligible trading days of the month and subject to the following sentence, sell Wash Rule Eligible Securities (including mutual fund securities), in an effort to realize a net loss of $3,000. Additionally, if, at any time during a calendar year, unrealized losses totaling an amount equal to, or greater than, ten (10%) percent of the total account market value become available and to the extent your Account does not have an inception 38  date more recent than thirty (30) business days of such occurrence, MSWM will sell all Wash Rule Eligible Securities (excluding mutual fund securities). To realize losses as provided in the previous sentences, MSWM will only sell Wash Rule Eligible Security positions held at a dollar loss that is equal to or greater than $1000 for Accounts of more than $10 million and where the underlying unrealized tax lots hold an equal to or greater than 5% loss to such lots original cost basis ($500 for Accounts of $5 million to $10 million, $300 for Accounts of $1 million to $5 million, and $100 for Accounts less than $1 million). In effecting such sales, MSWM will give first priority to selling any Wash Rule Eligible security positions that are not recommended as part of the selected Investment Portfolio (“Non- Model Securities”) and second priority to selling Wash Rule Eligible security positions that are recommended as part of such Portfolio (“Model Securities”). In each case, the position with the largest dollar loss relative to least dollar amount in proceeds will be sold first (regardless of whether any gain or loss is long-term or short-term). This approach may result in (a) the Account’s holdings of Model Securities varying significantly from the recommendations of the Sub-Manager(s) selected for the Account, and (b) the Account missing future gains on securities sold in accordance with the foregoing. During the tax loss selling periods, MSWM will seek to invest the sale proceeds in an ETF recommended by either the Asset Manager who delivers the Model Securities’ model, or if such decision is deferred by the Asset Manager, GIMA. In the event that an ETF cannot be purchased without violating wash sale rules, the sale proceeds will remain in cash. Thirty-one (31) days after the purchase of any such ETF for tax loss selling purposes, MSWM will sell the ETF, to the extent then consistent with the selected Investment Portfolio, and invest the proceeds in the Model Security originally sold at a loss. In addition, an Instruction will be applied to sales of ETFs acquired and temporarily held at your direction in connection with client-directed tax loss harvesting. MSWM will not sell ETFs in this situation if the sales result in realized gains that exceed the Instructions provided by you as described in Section B, above. 4. Wash Sale Rules. Tax Management Services will attempt to prevent certain wash sale violations. If a security is sold at a loss, the security will not be re-acquired for a separate account sleeve of the Account within thirty (30) days after the date of sale. If the sold security is, or after the sale becomes, a Model Security, such security will be purchased for the Account after such thirty (30) day period expires, if it is then still a Model Security. However, if a security is sold at a loss, and had been purchased within thirty (30) days prior to the date of such sale, no prevention of wash sale violation will be applied to allow for active risk management and/or necessary liquidations to occur, if any. 5. Withdrawals, Adjustments, Fee Payments & ETFs. If sale transactions needed to generate funds for withdrawals or Account fee payments would result in realized net gains exceeding an applicable Instruction, MSWM will generate funds for such withdrawals and payments by giving first priority to selling any Wash Rule Eligible Non-Model Security positions that are not held at a gain; second priority to selling Wash Rule Eligible Model Security positions that are held at a loss (largest dollar losses are realized first); third priority to selling any Wash Rule Eligible Non-Model Security positions held at a gain (largest dollar gains are realized first); and fourth priority to selling Wash Rule Eligible Account Model Security positions as needed to eliminate any overweights in such positions (largest overweights are eliminated first). This approach may result in the Account’s realization of net gains that exceed an applicable Instruction and also may result in the Account’s holdings of Model Securities varying significantly from the recommendations of the Sub-Manager(s) selected for the Account. Furthermore, you acknowledge that new information and/or trade adjustments or corrections could result in exceeding your tax gain mandate and/or additional trading. 6. Increased Risk of Loss. Tax Management Services involve an increased risk of loss because they may result in the Account not receiving the benefit (e.g., realized profit, avoided loss) of securities transactions and/or rebalancings that would otherwise take place in accordance with investment decisions of MSWM, Client Instruction, or investment recommendations of Sub- Managers selected for the Account. For example, if at any point during a calendar year, sales of securities in the Account’s equity separate account sleeve(s) during such year have resulted in the specified maximum tax (calculated using the assumed tax rates) or net capital gains, no more net capital gains will be realized in the Account during the remainder of the year (unless offsetting losses are first realized). This may result in recommended security sale and/or purchase transactions and/or rebalancings made for other client accounts not being effected for your Account. Any tax-related benefits that result from Tax Management Services may be negated or outweighed by investment losses and/or missed gains (realized and unrealized) that also may result. 7. Delayed Transactions. A transaction that is not effected for the Account when made for other client accounts because of an Instruction to limit capital gains will be implemented for the Account when the transaction is no longer inconsistent with the gain Instruction, if the transaction is then consistent with the applicable Sub-Manager’s model portfolio or the rebalancing decisions of MSWM. If multiple transactions not effected because of an Instruction simultaneously become consistent with the Instruction, priority is given to effecting the largest proceeds by market value and least gains of such transaction, followed by the next largest and so on. A transaction not effected for the Account because of an Instruction to delay tax lot realization 39  consistent with Section(s) B.1 – B.4., above, will be effected when tax lots become eligible to realize consistent with Instruction. 8. Funding Account with Securities. You may fund the Account in whole or in part with equity and/or fixed income securities acquired outside the Account (“Transferred Securities”). Funding the Account with Transferred Securities could result in the Account being invested in a concentrated number of securities. You understand and acknowledge that when an Account is invested in a concentrated number of securities, a decline in the value of these securities would cause the value of the Account to decline to a greater degree than that of a less concentrated portfolio. MSWM will sell each Wash Rule Eligible Transferred Security promptly after it is transferred into the Account and invest the proceeds in accordance with the Investment Portfolio selected for the Account, unless and to the extent that (a) the Transferred Security is then recommended as part of such Portfolio, or (b) subject to the Non-Model security limitation described below, the sale of the Transferred Security would be contrary to an applicable Instruction. The aggregate value of Transferred Security positions that are Non-Model Securities may not exceed 85% of the Account’s total market value, including any separately managed account managed sleeve(s), at Account inception or any later time a Non-Model Security is transferred into the Account. If this limitation is exceeded, MSWM will attempt to notify you verbally or in writing so you can take action to bring the Account into compliance with the Non-Model limitation. If no such action is taken and the limitation is still exceeded sixty (60) calendar days later, MSWM will sell as much of the Account’s Non-Model Security positions as is necessary to bring the Account into compliance with the limitation, without regard for any gains that may be realized. MSWM will sell the Account’s Non-Model Security positions representing the largest proceeds relative to unrealized gains first, then the next largest Non-Model Security proceeds, and so on. 9. Certain Non-Model Security Disclosures. (a) Account fees payable by you will be based in part on the value of any Non- Model Security held in an equity separate account sleeve of the Account; (b) no discretionary or non-discretionary advice as to the investment merits of continuing to hold a Non-Model Security will be provided as part of the Program and thus there will be an increased risk of loss associated with holdings of Non-Model Securities—the larger any such holding, the greater such risk of loss; and (c) to the extent non-model securities and/or overweight securities, as determined by Sub-Manager’s desired target allocation, are held per client’s Instruction, and resulting capital gains have not yet been realized, the total of unrealized gains of both non-model securities and overweight securities will be included in MSWM’s identification of the Account’s total tax-loss target during tax-loss selling events. MSWM will seek to sell Wash Rule Eligible Securities in an effort to offset the total unrealized gains in addition to the tax-loss selling Instruction associated with the Account. Holding Non-Model Securities in your Account may adversely impact investment performance. 10. Tax Lot Sales Prioritization. When selling a security that is held in two or more tax lots except as provided in Section C.3 and/or C.5. above, MSWM will seek to minimize the capital gains tax consequences of the sale (and in doing so may consider the holding periods (long-term or short-term) of the securities sold). D. CLIENT ACKNOWLEDGMENT AND AGREEMENT You select Tax Management Services, as described in this form, for the Account and acknowledges and agrees that: (i) Client has read, understands and accepts this entire form, including without limitation the Instruction(s) given in Section B above and all risk, service limitations and other disclosures included in Sections A, B, C and D of this form; (ii) this form supersedes and replaces any Select UMA Tax Management Services form previously provided, or tax management instructions previously given, by you for the Account designated, and is effective on the date it is received by MSWM; (iii) Tax Management Services do not constitute tax advice or a complete tax management program; (iv) neither MSWM, any Sub-Manager, nor any of their respective employees and affiliates provide tax advice, tax planning advice or legal advice; (v) the Tax Management Services are based on, and depend substantially on, information and instructions provided by Client, which information and instructions are your sole responsibility; (vi) in providing the Tax Management Services, MSWM will rely on the information provided by you on this form, and to the extent such information is inaccurate or incomplete, the Tax Management Services provided may be adversely affected; (vii) there is no guarantee that the Tax Management Services will produce the desired tax results; (viii) the Tax Management Services may result in the Account not receiving, in whole or in part, the benefit (e.g., realized profit, avoided loss) of rebalancing and/or securities transactions that would have been effected if you had not selected Tax Management Services for the Account; (ix) the Tax Management Services may cause the composition and performance of the Account to vary significantly from the composition and performance of other client accounts, including without limitation accounts for which Tax Management Services have not been selected; (x) any tax benefits resulting from Tax Management Services may be exceeded or outweighed by investment losses and/or missed gains (realized and unrealized) that also result from Tax Management Services; (xi) you understand and accept the Tax Management Services and their associated risks, including without limitation the increased risk of loss associated with any Instructions given by you in Section B of this form and the continued holding of any Non-Model Securities transferred into the 40  Account by you; (xii) you have concluded that the Tax Management Services are appropriate for your circumstances and (xiii) MSWM may amend these Tax Management Terms and Conditions, or terminate Tax Management Services with respect to your Account, by giving written notice to you. MSWM does not provide tax or legal advice. Any taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. 41  Exhibit B Affiliated Money Market Funds Fee Disclosure Statement and Float Disclosure Statement Sweep Vehicles in Retirement Accounts Retirement Accounts generally effect sweep transactions of free credit balances into Deposit Accounts established under the Bank Deposit Program (“BDP”). The table below describes the fees and expenses charged to assets invested in shares of the Money Market Funds in which the account invests (expressed as a percentage of each fund’s average daily net assets for the stated fiscal year). • The rate of Advisory Fee and Distribution and Service Fees (including 12b-1 fees) (whether in basis points or dollars) cannot be increased without first obtaining shareholder approval. • Expenses designated as “Other Expenses” include all expenses not otherwise disclosed in the table that were deducted from each fund’s assets or charged to all shareholder accounts in the stated fiscal year (and may change from year to year). These fees and expenses are generally paid to MSIM, MSWM and/or its affiliates for services performed. The aggregate amount of these fees is stated in the tables below. The amounts of expenses deducted from a fund’s assets are shown in each fund’s statement of operations in its annual report. MSIM and/or its affiliates may, from time to time, waive part or all of its advisory fee or assume or reimburse some of a fund’s operating expenses (this may be for a limited duration.). Such actions are noted in the fund’s prospectus and/or statement of additional information. The table below shows the Total Annual Fund Operating Expenses (before management fee waivers and/or expense reimbursements) and the Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements. MSWM expects to provide services as a fiduciary (as that term is defined under ERISA or the Code) with respect to Retirement Accounts. MSWM believes that investing in shares of the funds for sweep purposes is appropriate for Retirement Accounts because using professionally managed Money Market Funds allows you to access cash on an immediate basis, while providing a rate of return on your cash positions pending investment. As is typical of such arrangements, we use only affiliated money funds for this purpose. MSWM believes that investing a Retirement Account’s assets in the Deposit Accounts is appropriate. Terms of the BDP are further described in the BDP Disclosure Statement (available at: http://www.morganstanley.com/wealth- investmentstrategies/pdf/BDP_disclosure.pdf). The fund expense information below reflects the most recent information available to us as of December 31, 2024, and is subject to change. Please refer to the funds’ current prospectuses, statements of additional information and annual reports for more information. Total Annual Fund Operating Fund Advisory Fee Distribution and Service Fees Shareholder Service Fee Other Expenses Expenses Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements 0.15% 0.25% 0.25% 0.08% 0.73% 0.45% MSILF Government Securities- Participant Share Class 0.15% N/A 0.10% 0.11% 0.36% 0.36% MS U.S. Government Money Market Trust 42  Interest Earned on Float If MSWM is the custodian of your account, MSWM retains as compensation, for providing services, the account’s proportionate share of any interest earned on cash balances held by MSWM (or an affiliate) with respect to assets awaiting investment including: • new deposits to the account (including interest and dividends) and • uninvested assets held by the account caused by an instruction to the custodian to buy and sell securities (which may, after the period described below, be automatically swept into a sweep vehicle). This interest is generally at the prevailing Federal Funds interest rate. Generally, with respect to such assets awaiting investment: • when the custodian receives the assets on a day on which the NYSE is open (“Business Day”) and before the NYSE closes, the custodian earns interest through the end of the following Business Day; and • when the custodian receives the assets on a Business Day but after the NYSE closes, or on a day which is not a Business Day, the custodian earns interest through the end of the second following Business Day. 43  Exhibit C MAPS Strategies and Methods of Analysis Investment Solutions Investment Committee A. 1. Managed Advisory Portfolio Solutions: Multi-Manager Alternatives Strategy: This is an actively managed strategy that invests in mutual funds and ETFs that are generally registered under the Investment Company Act of 1940, as amended, that seek to pursue alternative investment strategies or returns. This Strategy’s primary objective is capital appreciation, and it seeks to deliver a long-term risk and return profile similar to the strategies employed by a diversified universe of hedge funds. 2. Managed Advisory Portfolio Solutions: Short Duration Enhanced Fixed Income: This actively managed strategy invests in mutual funds and ETFs that are generally registered under the Investment Company Act of 1940, as amended, that seek to pursue fixed income strategies or returns. The strategy’s primary objective is income, and it seeks to deliver a long-term risk and return profile similar to the strategies employed by a diversified universe of short duration fixed income strategies. The strategy is evaluated relative its blended benchmark 50% U.S. 3-Month T-Bill / 50% Bloomberg U.S. Government/Credit 1-3 Years. 3. Managed Advisory Portfolio Solutions: Firm Discretionary Tactical ETF Portfolios: These are actively managed portfolios that seek to outperform their blended allocation benchmarks (MSCI All-Country World Investible Market Index / Bloomberg U.S. Aggregate Index / FTSE 3-month T-bill Index) over a market cycle by investing in globally diversified equity and fixed income exchange traded funds (ETFs). The portfolios leverage insights from the Global Investment Committee’s (GIC’s) equity and fixed income asset allocation advice that are based on client goals. The strategy shifts the portfolios’ allocations based on changing economic and market conditions. The strategy adjusts the portfolios’ over- and underweight exposures in order to balance the risk and return contributions of the underlying ETFs. 4. MAPS Third Party Strategies: Please see the Manager Profile for each MAPS Third Party Strategy, for a Product Overview and description of the Investment Strategy of each of the MAPS Third Party Strategies. You may obtain the Manager Profiles from your Financial Advisor or by going to www.morganstanley.com/ADV and clicking on “Manager Profiles – Select UMA”. B. Consulting Group Investment Committee 1. Managed Advisory Portfolio Solutions: Strategic 10 Dividend Strategy: This is an actively managed strategy that seeks as its primary investment objective long-term capital appreciation. The portfolios are individually managed using a disciplined approach (the “Discipline”) to identify and maintain a select portfolio of stocks from the 30 components of the Dow Jones Industrial Average (the “Index”). The Discipline uses dividend yield as the primary criterion for portfolio selection. Generally, the Discipline invests in the ten highest-yielding stocks in the Index. Individual accounts are invested on a daily basis (as clients select the Strategic 10 Dividend Strategy for their accounts), purchasing the ten highest-yielding stocks in the Index as of the time of the immediately previous re-balance for the Strategy (i.e., on or around the beginning of that calendar year). Accounts are generally restructured and rebalanced annually, on or around the beginning of each calendar year. Generally, MSWM will allow a full year to elapse before the next rebalancing (to allow for long term capital gain treatment). There may be some circumstances when MSWM will deviate from the Discipline and make adjustments to the portfolios. Applicable law or regulation may prohibit MSWM from purchasing the stock of Morgan Stanley or affiliates, or securities where MSWM affiliates are performing investment banking or other services, for portfolios if such securities were to meet the selection criteria described above. In such event, MSWM may substitute one or more other stocks (for example, the 11th highest-yielding stock in the Index) for the stock(s) that it is unable to purchase, and/or increase the weightings of the remaining stocks that fit the Discipline’s selection criteria. 2. Managed Advisory Portfolio Solutions: US Model: This actively managed US equity strategy seeks to outperform the S&P 500 Index. The portfolio primarily invests in large and mid-capitalization US equities. The strategy combines growth and value style investing with an overlay of quantitative analysis. The strategy looks to identify attractively valued securities with strong long- term fundamentals. 3. Managed Advisory Portfolio Solutions: Dividend Equity: This actively managed US equity strategy seeks to outperform the S&P 500 Value Index. The portfolio primarily invests in large and mid-capitalization US equities with an emphasis on high- quality, dividend-paying stocks have provided investors a higher total return with lower risk than the S&P 500. The strategy looks to identify attractively valued securities with strong long-term fundamentals. 4. Managed Advisory Portfolio Solutions: US Long Run Value: This actively managed US equity strategy seeks to outperform the Russell 1000 Value Index. The portfolio primarily invests in large and mid-capitalization US equities. The strategy invests in 44  underappreciated, out-of-favor companies trading at deeply discounted values with an overlay of quantitative analysis. The strategy looks to identify attractively valued securities with strong long-term fundamentals. 5. Managed Advisory Portfolio Solutions: US All Cap Growth: This actively managed US equity strategy seeks to outperform the Russell 1000 Growth Index. The strategy seeks to invest in large-cap, “stable growth” leaders in their business, with an additional emphasis on smaller, “emerging growth” stocks and an overlay of quantitative analysis. The strategy looks to identify attractively valued securities with strong long-term fundamentals. 6. Managed Advisory Portfolio Solutions: Global Equity: This actively managed global equity strategy seeks to outperform the MSCI All Country World Index. The portfolio primarily invests in large-cap global equities. The strategy Invests in US and non- US companies to seek long-term capital appreciation with an overlay of quantitative analysis. The strategy looks to identify attractively valued securities with strong long-term fundamentals. 7. Managed Advisory Portfolio Solutions: Global Dividend: This actively managed global equity strategy seeks to outperform the MSCI All Country World Index. The portfolio primarily invests in large-cap global equities. The strategy Invests in US and non- US companies to seek long-term capital appreciation with an above average dividend yield and an overlay of quantitative analysis.The strategy looks to identify attractively valued securities with strong long-term fundamentals. 8. Managed Advisory Portfolio Solutions: Core Fixed Income (ETFs) (Formerly known as Managed Advisory Portfolio Solutions: Core Plus Fixed Income (ETFs)): This actively managed core fixed income strategy seeks to outperform the Bloomberg US Aggregate Index. The portfolio primarily invests in fixed income exchange-traded funds (ETFs). The strategy looks to provide exposure to US core fixed income markets as well as up to 10% in select exposures to noncore sectors, measured at the time of purchase. That information is leveraged by the Consulting Group Investment Committee to create the portfolio. 9. Managed Advisory Portfolio Solutions: Core Plus Fixed Income (ETFs): This actively managed core plus fixed income strategy seeks to outperform the Bloomberg US Aggregate Index. The portfolio primarily invests in fixed income exchange-traded funds (ETFs). The strategy looks to provide exposure to US core fixed income markets as well as up to 30% in select exposures to noncore sectors, measured at the time of purchase. That information is leveraged by the Consulting Group Investment Committee to create the portfolio. 10. Managed Advisory Portfolio Solutions: International Core Equity (ETFs): This actively managed international core equity strategy seeks to outperform the MSCI All-Country World ex-US Index over a market cycle by investing in a diversified, risk- managed basket of international developed and emerging market equity exchange-traded funds (ETFs). The portfolio leverages insights from the Global Investment Committee’s (GIC) Dynamic Allocation and Tactical Equity Frameworks. Concentrating on a one- to 12-month time horizon, the strategy shifts the portfolios’ equity allocation based on changing fundamental and technical conditions. The strategy adjusts the portfolio’s over- and underweight exposures in line with what the Frameworks perceive as relatively bullish and bearish environments for a series of core exposures and rebalances on an every-two-months basis. 11. Managed Advisory Portfolio Solutions: Global Core Equity (ETFs): This actively managed global core equity strategy seeks to outperform the MSCI All-Country World Index over a market cycle by investing in a diversified, risk-managed basket of global developed and emerging market equity exchange-traded funds (ETFs). The portfolio leverages insights from the Global Investment Committee’s (GIC) Dynamic Allocation and Tactical Equity Frameworks. Concentrating on a one- to 12-month time horizon, the strategy shifts the portfolios’ equity allocation based on changing fundamental and technical conditions. The strategy adjusts the portfolio’s over- and underweight exposures in line with what the Frameworks perceive as relatively bullish and bearish environments for a series of core exposures and rebalances on an every-two-months basis. 12. Managed Advisory Portfolio Solutions: Impact Solutions Global Equity: This actively managed global equity strategy seeks to outperform the MSCI All Country World Index, through the selection of companies that are fundamentally well positioned, exhibit positive environmental and social practices and have revenue exposure to one or more of MS&Co.’s Global Sustainability Themes. In addition, the strategy avoids companies that derive significant revenue from tobacco, weapons and/or gambling related businesses. The strategy is optimized to limit tracking error to the broad global equity MSCI ACWI Index. 45  13. Managed Advisory Portfolio Solutions: Impact Solutions US Equity: This actively managed US equity strategy seeks to outperform the Russell 3000 Index, through the selection of companies that are fundamentally well-positioned, exhibit positive environmental and social practices and have revenue exposure to one or more of MS&Co.’s Global Sustainability Themes. In addition, the strategy avoids companies that derive significant revenue from tobacco, weapons and/or gambling related businesses. The strategy is optimized to limit tracking error to the broad US equity Russell 3000 Index. 14. Managed Advisory Portfolio Solutions: Multi-Asset Dynamic Allocation Portfolios: These are actively managed portfolios that seek to outperform their blended allocation benchmarks (MSCI All-Country World Index / Bloomberg U.S. Aggregate Index / Bloomberg Commodity Index / Alerian Midstream Energy Select Index / FTSE EPRA/NAREIT Global Index) over a market cycle by investing in diversified, risk-managed baskets of global, multi-asset exchange-traded funds (ETFs). The portfolios leverage insights from the Global Investment Committee’s (GIC) Dynamic Allocation Framework. Concentrating on a one- to three-month time horizon, the strategy shifts the portfolios’ multi-asset allocations dynamically based on changing economic and market conditions. The strategy adjusts the portfolios’ over- and underweight exposures in line with what the Framework perceives as bullish and bearish environments for global equities, fixed income, and alternatives. Portfolios are rebalanced on a monthly basis. 15. Managed Advisory Portfolio Solutions: US Core Equity (ETFs): This actively managed US core equity strategy seeks to outperform the Russell 3000 Index over a market cycle by investing in a diversified, risk-managed basket of US equity exchange-traded funds (ETFs). The portfolio leverages insights from the GIC’s Dynamic Allocation and Tactical Equity Frameworks. Concentrating on a one- to 12-month time horizon, the strategy shifts the portfolios’ equity allocation based on changing fundamental and technical conditions. The strategy adjusts the portfolio’s over- and underweight exposures in line with what the Frameworks perceive as relatively bullish and bearish environments for a series of core exposures and rebalances on an every-two-months basis. 16. Managed Advisory Portfolio Solutions: US Sector Allocation (ETFs): This actively managed US equity strategy seeks to outperform the S&P 500 Index. The strategy gains exposure to US equity markets through exchange-traded funds (ETFs). Those ETFs selected express the sector recommendations of the MS & Co. US Equity Strategy team, headed by Morgan Stanley’s Chief Investment Officer and US Equity Strategist. 17. Managed Advisory Portfolio Solutions: US Mid Cap Equity: This actively managed US equity strategy seeks to outperform the Russell Mid Cap Index over a market cycle. The strategy seeks to invest primarily in US-based mid-capitalization companies over a long-term horizon with an overlay of quantitative analysis. The strategy looks to identify attractively valued securities with strong long-term fundamentals. 18. Managed Advisory Portfolio Solutions: Real Asset Equity Income: This actively managed US equity strategy seeks to outperform its blended allocation benchmark (MSCI U.S. REIT Index / S&P North American Natural Resource Index / S&P Utilities Index / Alerian Midstream Energy Select Index) over a market cycle by investing in equities and exchange-traded funds (ETFs). The portfolio primarily seeks to provide income and capital appreciation through exposure to real assets such as Infrastructure, Real Estate, and Natural Resources with an overlay of quantitative analysis. The strategy looks to identify attractively valued securities with strong long-term fundamentals. 19. Managed Advisory Portfolio Solutions: Municipal Plus Fixed Income (ETFs): This actively managed municipal fixed income strategy seeks to outperform the Bloomberg Managed Money: Short- to Intermediate-Term Municipal Index. The portfolio primarily invests in fixed income exchange-traded funds (ETFs). The strategy looks to provide exposure to municipal fixed income markets as well as up to 30% in select exposures to non-municipal fixed income sectors, measured at the time of purchase. 20. Managed Advisory Portfolio Solutions: Multi-Asset Dynamic Allocation Portfolios (UCITs): These are actively managed portfolios that seek to outperform their blended allocation benchmarks (MSCI All-Country World Index / Bloomberg U.S. Aggregate Index / Bloomberg Commodity Index / Alerian Midstream Energy Select Index / FTSE EPRA/NAREIT Global Index) over a market cycle by investing in diversified, risk-managed baskets of global, multi-asset UCITs exchange-traded funds (ETFs). The portfolios leverage insights from the Global Investment Committee’s (GIC) Dynamic Allocation Framework (“Framework”). Concentrating on a one- to three-month time horizon, the strategy shifts the portfolios’ multi-asset allocations dynamically based on changing economic and market conditions. The strategy adjusts the portfolios’ over- and underweight exposures in line with what the Framework perceives as bullish and bearish environments for global equities, fixed income, and alternatives. Portfolios are rebalanced on a monthly basis. 46 

Form ADV Wrap Fee Program Brochure Morgan Stanley Smith Barney LLC Morgan Stanley Access Investing® Program March 28, 2025 2000 Westchester Avenue Purchase, NY 10577 Tel: (914) 225-1000 www.morganstanley.com This Wrap Fee Program Brochure provides information about the qualifications and business practices of Morgan Stanley Smith Barney LLC (“MSWM”). If you have any questions about the contents of this Brochure, please contact us at (914) 225-1000. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about MSWM also is available on the SEC’s website at www.adviserinfo.sec.gov. Registration with the SEC does not imply a certain level of skill or training.  Item 2: Material Changes This section identifies and describes material changes to the ADV Brochure since the version of this Brochure dated December 16, 2024. For more details on any particular matter, please see the item in this ADV Brochure referred to in the summary below. 2  Item 3: Table of Contents Item 1: Cover Page .................................................................................................................................................................................... 1 Item 2: Material Changes ........................................................................................................................................................................... 2 Item 3: Table of Contents .......................................................................................................................................................................... 3 Item 4: Services, Fees and Compensation .................................................................................................................................................. 4 A. General Description of the Morgan Stanley Access Investing ® Program and Services ....................................................... 4 Electronic Relationship .......................................................................................................................................................... 5 Account Opening ................................................................................................................................................................... 5 Investment Restrictions .......................................................................................................................................................... 5 Fractional Shares .................................................................................................................................................................... 6 Trading and Execution Services ............................................................................................................................................. 7 Trade Confirmations, Account Statements and Performance Reviews .................................................................................. 7 Advisory Fee .......................................................................................................................................................................... 7 B. Comparing Costs .................................................................................................................................................................... 8 C. Additional Fees ...................................................................................................................................................................... 9 Funds in Advisory Programs .................................................................................................................................................. 9 Cash Sweeps......................................................................................................................................................................... 10 D. Compensation to Financial Advisors ................................................................................................................................... 11 Item 5: Account Requirements and Types of Clients .............................................................................................................................. 11 Item 6: Fund Selection and Evaluation .................................................................................................................................................... 11 A. Selection of the Investment Strategy .................................................................................................................................... 11 B. Selection and Review of Funds for the Program .................................................................................................................. 12 C. Conflicts of Interest .............................................................................................................................................................. 12 D. MSWM acting as Portfolio Manager ................................................................................................................................... 14 Description of Advisory Services ......................................................................................................................................... 14 Tailoring Services for Individual Clients ............................................................................................................................. 14 Wrap Fee Programs .............................................................................................................................................................. 14 Performance-Based Fees ...................................................................................................................................................... 14 Methods of Analysis and Investment Strategies .................................................................................................................. 14 Risks ..................................................................................................................................................................................... 16 Policies and Procedures Relating to Voting Client Securities .............................................................................................. 17 Item 7: Client Information Provided to Portfolio Managers .................................................................................................................... 17 Item 8: Client Contact with Portfolio Manager ........................................................................................................................................ 18 Item 9: Additional Information ................................................................................................................................................................ 18 Disciplinary Information ...................................................................................................................................................... 18 Other Financial Industry Activities and Affiliations ............................................................................................................ 19 Code of Ethics ...................................................................................................................................................................... 20 Trade Errors ......................................................................................................................................................................... 20 Reviewing Accounts ............................................................................................................................................................ 20 Client Referrals and Other Compensation ............................................................................................................................ 21 Financial Information ........................................................................................................................................................... 21 3  Item 4: Services, Fees and Compensation Where we act as custodian for your account, we will safeguard your assets from access by unauthorized persons and we will protect the privacy of your personal and financial information. We will clearly disclose information about the fees you pay and we receive. Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management,” “MSWM”, “we”, “us” or “our”) is a registered investment adviser and a registered broker-dealer. . MSWM is one of the largest financial services firms in the U.S. with branch offices in all 50 states and the District of Columbia. Details about issues such as those described above are found throughout this ADV Brochure. MSWM offers clients many different advisory programs. You can obtain ADV Brochures for other MSWM investment advisory programs at www.morganstanley.com/ADV. A. General Description of the Morgan Stanley Access Investing ® Program and Services All client assets are custodied at MSWM (except for “sweep” assets custodied at the Sweep Banks (as defined in Item 4.C below) pursuant to the Bank Deposit Program). Please see Item 4.C (Services, Fees and Compensation -- Additional Fees – Cash Sweeps -- Bank Deposit Program) below, for more information. MSWM is a Fiduciary to You. In serving as investment advisor to its clients (“client”, “you” and “your”) in this program, MSWM is a fiduciary to you. We are registered under the Investment Advisers Act of 1940, which places a fiduciary obligation on us in terms of the way that we provide services to you. Morgan Stanley Access Investing (“Program”) offers you the ability to invest in one or more of our investment model strategies managed by a professional investment management team employed by MSWM (each an “Investment Strategy”). We will ask you to indicate an investment goal and risk tolerance for your account. We will also ask you to provide us with certain additional information, as applicable to the investment goal you indicated, about your age, your financial situation, the amount you intend to contribute initially and on an ongoing basis to fund the account, and other accounts and assets you hold either with MSWM or at third party financial institutions. Based upon this information we will also assign additional suitability attributes, such as liquidity and time horizon. Together, this information creates a complete investment profile of your account (“Investor Profile”). MSAI is closed to new investors. Existing investors may continue to participate in the Program, although they may not open new accounts. In addition, we reasonably expect to provide services as a “fiduciary” (as that term is defined in Section 3(21)(A) of the Employee Retirement Income Security Act of 1974 (“ERISA”) and/or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)), with respect to individual retirement accounts (“IRAs” or “Retirement Accounts”) (as described in Section 4975 of the Code). As a fiduciary, we will assure that your best interests come first. We endeavor to provide you with full disclosure of all material facts relating to our investment advisory relationship with you. Our advisory programs are designed to avoid conflicts of interest. In situations where the appearance of, or potential for, such a conflict is unavoidable, we will clearly disclose the details of this to you. We will recommend an Investment Strategy based upon your Investor Profile. You may choose to accept our recommendation or select a different Investment Strategy for the account. Once you have selected the Investment Strategy in which to invest, MSWM will have discretion to determine what securities to purchase and sell for your account and will implement such investment decisions without your further consent, based upon the discretionary authority you have granted us. Investments in your account will be comprised of unaffiliated open-end mutual funds and exchange traded funds (“ETFs”), which together are referred to as “Funds” throughout this ADV Brochure. A key feature of this program is that we will provide you with objective investment advice. Investment choices for your account are the subject of an intensive due diligence process by our experienced professionals. Our recommendations of such products are only made after we have thoroughly reviewed your investment goals and risk tolerance and come to a conclusion that the recommended investment products are appropriate for you. We will provide on-going investment advice to you and monitor your investments to ensure that they remain consistent with your objectives and risk tolerance. We will always attempt to obtain the most favorable terms for any transaction that we make in your accounts. This practice is often referred to as “best execution” in the industry. We will supervise our professionals to ensure that they are providing the services within appropriate guidelines, and we will monitor our employees to ensure that they meet prevailing ethical standards. You also have the option of applying one of several themes described below to the investments that we include in the management of your Investment Strategy. The Program offers three core portfolios to choose from as well more specific themes that offer you the opportunity to invest in prevailing market trends or hold investments that reflect your personal values. Thematic investments are blended with core portfolio investments as part of a globally diversified strategy. When you select a theme, up to 30% of the investments in your portfolio will align to the theme you’ve selected. We, in our sole discretion, will determine whether a specific investment meets the inclusion criteria of a core portfolio or a theme. The performance and asset allocation of your account if you apply a theme tilt will differ from accounts that are invested in the same Investment Strategy but that have not applied a theme. A theme will not be applied to your Cash Sweep, as defined below. As well, the portion of your account assets invested in a theme will not be included in tax-loss harvesting, as described below. For a more detailed description of the core portfolios and themes available, please refer to Item 4  6(D), MSWM acting as Portfolio Manager - Methods of Analysis and Investment Strategies, below. harvesting may adversely affect the investment performance of your account(s). Electronic Relationship You should be aware that the Program is not designed to provide you with a comprehensive financial plan but rather to recommend an Investment Strategy that seeks to achieve the specific investment goal that you have indicated. The Program is offered through an interactive digital platform. This means that most of your interactions with MSWM will be conducted electronically via email, through a dedicated Program website on the internet, and/or the Program’s mobile application. You may also call Self Directed Support at 866-479-1844. Tax-Loss Harvesting. If eligible, you can request that we seek to “harvest” tax losses across all of your taxable accounts in the Program. In effecting tax-loss harvesting, we will not consider dividends in your account or any assets you may hold in other accounts at MSWM that are not invested in the Program. We will also not consider any thematic investments held in your account. Upon confirmation of your tax harvesting enrollment, we will: (i) Monitor your account(s) daily for eligible losses that can be sold to satisfy a tax-loss harvest. (ii) Once an eligible loss exceeds approximately 10% of the account value, sell ETF, and/or if we believe appropriate mutual fund, shares in order to realize the losses in your account. You can access important documents, view your account holdings and transactions, and review your portfolio’s performance on the Program’s website and mobile application. You will be asked to provide information to us by email or on the Program website or mobile application. We will generally send all communication regarding your account electronically as well. We will not send you any account documentation or communications in paper form unless we are required to do so pursuant to applicable law or we determine to do so at our own discretion. Your continued participation in the Program is contingent upon you agreeing to receive all required account documentation and communications electronically. You should take into consideration the electronic nature of the Program when determining whether it is appropriate for your investment needs and goals. Account Opening (iii) Monitor all accounts in the Program to ensure that all transactions comply with Internal Revenue Service guidelines during the wash sale period (this is the 61day period from 30 days before to 30 days after the date of sale during which an investor cannot purchase substantially identical stocks or securities). (iv) Reinvest the proceeds of such sale in one or more broad- based ETFs or cash equivalents during any applicable restricted period. the (v) in a substantial Hold the replacement ETF shares or cash equivalents or other securities in your account for a minimum of 30 days. Thereafter, we will monitor the value of the replacement security and generally not sell it if the sale will result short-term capital gains tax. However, the replacement security may be sold in certain instances where the potential short-term capital gain is below a specified minimum threshold. In such case, the sale will result in ordinary income to you. (vi) MSAI is closed to new investors. Existing investors may continue to participate in the Program, although they may not open new accounts. To enroll in the Program and open an account, you are required to provide us with certain information required to create your Investor Profile, including your investment goal and risk tolerance, as well as certain additional information about your financial situation. You are required to enter into the MSWM Access Investing Investment Advisory Agreement terms and (“Advisory Agreement”) which describes conditions governing your account and the discretionary investment advisory services we provide to you. You are also to complete and execute additional account required documentation, including a brokerage account agreement, (“Account Documentation”) which governs the custody of your account assets and the execution of securities transactions in your account. All of the terms of the Advisory Agreement and Account Documentation set forth our mutual obligations regarding your account. Following the completion and execution of the Advisory Agreement and all required Account Documentation, we open your account for you within a reasonable amount of time. Until we incept your Program account, your assets are held in a brokerage account that cannot be traded. During such time, the account assets are not actively managed nor will MSWM act as a fiduciary with respect to such assets. Investment Restrictions Once the replacement security is sold, we invest the proceeds in the account in accordance with the applicable Investment Strategy. If you had opened a new account during this 30-day restricted period and the Investment Strategy you selected called for your account to be invested in a security that was harvested in another account in the Program, your account is instead invested in a replacement ETF, with similar risk and asset class characteristics, during the restricted period. Once the restricted period ends, we seek to invest in the security originally mandated by the Investment Strategy in a tax-efficient manner. There is no guarantee that any harvesting request will achieve any particular tax result. MSWM does not provide you with any tax Tax-loss advice in connection with tax-loss harvesting. You may request reasonable restrictions on the management of your account. For example, you may request that certain specified securities or categories of securities not be purchased for your account. However, any restriction you impose will not apply to the management of the underlying securities in any Fund included in your account. MSWM will determine in its sole discretion if it will agree to any such requested restriction and how 5  impact Order Types: MSWM only accepts market and limit orders for fractional share orders of 1 share or greater; for orders less than 1 share, only market orders are accepted. to implement it and may implement restrictions differently in accounts that have elected tax loss harvesting services, if available. the Such restrictions may negatively performance of your account. You can request to impose reasonable investment restrictions on your account by calling Self Directed Support at 866-479-1844. investment with any investment The compliance of any restrictions shall be determined on the date of purchase only, based upon the price and characteristics of the investment on the date of purchase compared to the value of the account as of the most recently preceding valuation date. Capacity & Order Execution: Fractional share components of an order cannot be routed to an exchange or other market makers for execution. Therefore, the fractional share component of an order will need to be matched up with shares held in inventory by MSWM to make a whole share which can then be routed for execution. This means that MSWM will be trading alongside the fractional share component of an order to facilitate the order. In this case, the order will be routed out for execution in an agency capacity. MSWM will not be trading with these orders as principal. (See “Trading and Execution” below for more information on trading alongside). Although we may accept reasonable restrictions as described above, we will not have any obligation to manage your account in accordance with any investment guidelines, policy statements or other documents unless we specifically agree to do so in writing. Fractional Shares For orders greater than 1 share, the fractional share portion of the order will be treated in the same manner as the whole share potion of the order (i.e., held vs. not held). For orders less than 1 share, the fractional share will be treated as held. If a pre-market fractional share “sell” order is submitted and MSWM does not hold any shares in inventory, MSWM will be required to purchase one share in the market to be able to round the fractional share up to a whole share before the order can be sent for execution. In that case, the order will not receive the opening auction price for these executions. In the event of a trading halt, all trading, as well as fractional share investing, will be halted until the halt is lifted and trading, as well as fractional share investing, resumes. All Program accounts are automatically enrolled in fractional share investing within a reasonable time after inception. With fractional share investing, your account may be eligible to purchase fractional share positions of ETFs and other eligible securities in accordance with your account asset allocation. Fractional share investing is offered as an accommodation in the Program. MSWM is under no obligation to continue to facilitate, support or execute any fractional share investing or custody of fractional shares in the future. The potential benefits of fractional share investing include, but are not limited to, achieving greater opportunity for portfolio diversification by allowing your account to hold more positions and asset classes within your portfolio which your account might not otherwise have been able to hold; participating in fractional dividend distribution; and lowering cash holdings. Clients holding fractional shares can see these portfolio positions reported in US dollars or shares. However, fractional shares are typically not recognized outside of Morgan Stanley and, therefore are illiquid, cannot be sold directly into the market and cannot be transferred via an automatic clearinghouse. There is no guarantee that there will be a market for fractional shares of a particular security and MSWM has not committed to, and is not obligated to, make a market in such securities. Additional Considerations for “Sell” Orders: If a fractional share “sell” order is placed and MSWM does not hold any shares in inventory, MSWM will be required to purchase one share in the market to be able to round the fractional share up to a whole share before the order can be sent for execution. For example, for a “sell” order of 100.5 shares, MSWM would need to match up 0.5 shares from inventory with the order of 100.5 shares in order to be able to route out whole shares for execution. If MSWM does not have any shares in inventory, MSWM would go out into the market and buy 1 share. It would then match up 0.5 shares (keeping the other 0.5 shares in inventory) with the 100.5 share order and route out a “sell” order of 101 to the market for execution. As such, there could be a delay in execution of such “sell” order as we obtain a share to match up with the fractional share component of the order in order to facilitate its execution. Certain securities and investment strategies may be ineligible for fractional shares investing, as determined by MSWM in its discretion. If certain previously eligible securities or investment strategies in your account become ineligible for fractional share investing, we will process a liquidation of such fractional share positions and will credit the proceeds to your account. Upon termination of your advisory account, your fractional share positions will remain in your account until the positions are fully liquidated. Fractional shares cannot be transferred to another brokerage firm. In order to transfer fractional share holdings to another brokerage firm, the fractional shares will need to be liquidated and the proceeds of such liquidation can then be transferred out. Dividends, Corporate Actions and Voting: You are entitled to receive any dividends paid on your fractional share positions. The dividend payable in respect of your fractional share position will be an amount proportionate to your ownership interest. Fractional shares will be eligible to participate in both mandatory corporate actions (e.g., stock splits, mergers) as well as voluntary corporate actions (e.g., tender offers). However, you will not have voting rights for any of the fractional shares held in your account. You will only be permitted to vote in respect of your whole share positions. In addition to the limited liquidity and transferability, there are other unique features, limitations, and risks that you should be aware of before engaging in fractional share investing: For additional information about fractional share investing, please contact your Financial Advisor. 6  Trading and Execution Services Custody of your Account Assets. MSWM will generally maintain custody of all cash, securities and other investments in your account. As custodian, we will maintain your account assets, debit fees and other expenses, process deposits to and withdrawals from the account, and provide such other custodial functions as are customarily performed with respect to securities brokerage accounts. Pursuant to the investment and trading discretion you grant us under the terms of the Advisory Agreement, MSWM will manage the securities held in your account in such manner as we may deem advisable, subject to the terms and conditions of the Advisory Agreement, the Investment Strategy and theme (if applicable) you selected, and reasonable restrictions you impose, if any. There may be instances where certain of your cash is custodied elsewhere as part of our sweep program, the Bank Deposit Program, as further described in Item 4.C below under “Cash Sweeps”. In such case, we will provide you with notification as to the applicable custodian. As a general matter, transactions for the purchase or sale of securities and other investments in your account will be effected through MSWM or an affiliate. We may reallocate or rebalance assets in your account without your prior consent to each such transaction. Reallocation of assets may have tax consequences. Trade Confirmations, Account Statements and Performance Reviews Best Execution. We will always attempt to obtain the most favorable terms for any transaction that we make in your account. This practice is often referred to as “best execution” in the industry. For transactions effected in your account in an ETF, we may determine that best execution is more likely to be achieved by having a broker-dealer other than MSWM or an affiliate execute the transaction, even though such broker-dealer requires payment of a commission or commission equivalent to execute the transaction. This applies to certain transactions, including, without limitation, block trades in which we aggregate securities purchases or sales for your account with those of one or more of our other clients. In such instance, you will incur additional fees or charges related to these trades. These costs are in addition to the Advisory Fee described below, will be included in the net price of the security, and will not be reflected as a trade confirmations or account separate charge on your statements. We provide you with written confirmation of each securities transaction effected in your account. Pursuant to the terms of the Advisory Agreement, you can request that we suppress the delivery of trade confirmations after the completion of each trade. Instead, information about securities transactions executed in your account will be included in your monthly account statement. This suppression of trade confirmations will generally be implemented in your account one day after account inception. You are not required to agree to this provision, and you may choose to receive from us, at no additional cost, trade confirmations for every transaction, for a specific transaction, or for any period in which you elected not to receive individual trade confirmations. You can also revoke your authorization at any time. You can select any of these options by contacting Self Directed Support at 866-479-1844. Even in instances where you have requested to suppress the delivery of trade confirmations, we may still deliver trade confirmations after the completion of certain trades. You will also receive fund prospectuses, where appropriate. Aggregation of Transactions. MSWM, acting for your account, may aggregate orders for the same securities with other clients, our own accounts, and/or accounts of our employees or related persons. In such cases, each account in the aggregated transaction is charged or credited with the average price per unit and, where applicable, any additional fees. We will also provide monthly account statements for each month in which activity occurs in your account but will send you an account statement at least quarterly even in the instance that there is no activity in your account. These monthly account statements will reflect all of the transactions effected in your account, your holdings, any deposits to or withdrawals from the account, the amount of fees and expenses deducted from your account (as further described below), as well as any realized and unrealized gains and losses in the account. You should review all such trade confirmations and account statements promptly upon receipt and to notify us immediately of any errors or discrepancies. Fractional Share Investing. The authorization to aggregate trades also applies to the purchase and sale of fractional shares of eligible securities (see above, “Fractional Shares”, for further information on fractional share investing eligibility and risk characteristics). Fractional shares do not trade in the market and therefore require MSWM to engage in a practice called “trading along-side.” MSWM adds a fractional share to aggregated buy or sell orders so that the order is rounded up to whole shares, and the additional fractional share is purchased or sold by MSWM. All clients that are part of the aggregated order, including MSWM, receive the average price for that block trade order. You have the ability to review performance information about your account at any time on the Program’s website or through our mobile application. We recommend that you review your account performance periodically. Advisory Fee As part of this trading along-side process, MSWM maintains a facilitation account that holds a small number of shares of eligible securities in inventory for sell orders and keeps cash on hand for buy orders. Due to a variety of factors—such as the number of trades executed, allocating fractional shares to multiple clients at one time, and market price volatility—MSWM could accrue a net profit or loss in its fractional share facilitation account. (a) our You can obtain further details regarding the trading along-side process by contacting your Financial Advisor. To participate in the Program, you will pay an annualized fee of up to 0.30% of assets under management (“Advisory Fee”). The investment advisory and Advisory Fee covers discretionary portfolio management services, (b) the execution of 7  transactions in your account, (c) custody of your account assets, and (d) reporting. This is a wrap fee. national market system shall be valued, as of the valuation date, at the closing price and/or mean bid and ask prices of the last recorded transaction on the principal market on which they are traded. MSWM may offer certain promotional discounts on the Advisory Fee. A discounted Advisory Fee may be available in certain instances or for a certain category of investors, including but not limited to, MSWM employees or participants in stock option plan services. Certain clients may also be eligible to pay a discounted Advisory Fee based upon factors such as the type and size of a client’s relationship with MSWM and/or its affiliates. The specific fee rate applicable to your account is communicated to you during the online account opening process. We also send you written confirmation of your Advisory Fee rate upon account opening. In valuing assets, we use information provided by recognized independent quotation and valuation services. We believe this information to be reliable but do not verify the accuracy of the information provided by these services. If any of the above- referenced methods are not available to us or if we do not believe them to be accurate, we will value any securities and investments in the account in a manner we determine in good faith to reflect fair market value. For certain securities or investments, including collateralized loan obligations, we may rely upon our affiliate, Morgan Stanley & Co. LLC (“MS&Co”) to provide a valuation. When Fees are Payable. The Advisory Fee is charged monthly, in advance. The initial Advisory Fee is due in full on the date the account is incepted at MSWM (the “Inception Date”) and is based on the market value of assets in the account on or about that date. Inception occurs when MSWM has notified you that it has approved the account for trading, and you have deposited sufficient funds into the account. The initial Advisory Fee payment generally covers the period from the Inception Date through the last day of the applicable billing period and prorated accordingly. Thereafter, the Advisory Fee is paid monthly in advance based on the account’s market value on the last business day of the previous billing month and is due promptly. Deposits and Withdrawals; Refund upon Account Termination. You may make deposits into the account at any time, subject to our right to terminate the account. Deposits are limited to cash. However, we may accept other types of securities for deposit at our discretion. We will attempt to liquidate securities transferred or journaled into your account in order to fund the account and the cash proceeds will be invested in the Investment Strategy. Any securities that we do not liquidate will continue to be held in your account. However, MSWM will not (i) include such unliquidated securities in the calculation of the Advisory Fee, (ii) manage, invest or provide investment advice or recommendations with respect to such unliquidated securities, or (iii) act as a fiduciary with respect to such unliquidated securities. If Funds are transferred or journaled into the account, you will not recover the front-end sales charges previously paid and/or may be subject to a contingent deferred sales charge, a redemption or other fee based on the length of time that you have held those securities. The Advisory Agreement authorizes us to deduct the Advisory Fee, and any other fees and expenses described in this ADV Brochure and/or the Advisory Agreement, when due from the assets contained in the account. We reserve the right to liquidate a portion of your account assets to cover the Advisory Fee and all other fees and expenses, at any time. Liquidation may affect the relative balance of your account and may also have tax consequences and/or cause your account to be assessed transaction charges. B. Comparing Costs We may require you to provide us with up to five (5) days prior notice of a withdrawal of assets from your account, which will be processed subject to the usual and customary securities settlement procedures. If you wish to withdraw a partial balance from the account, upon your request we will liquidate securities from your account representing the amount you have requested to withdraw and thereafter you will be permitted to make a withdrawal of the cash. If you wish to withdraw securities from the account, you may only do so if you withdraw the full balance of the account. Withdrawals of securities representing a partial balance of the account are not permitted. No Fee adjustment will be made during any billing period for withdrawals or deposits. No Fee adjustment will be made during any billing period for appreciation or depreciation in the value of Account assets during that period. If the account is terminated by either party, you will be entitled to a prorated refund of any Advisory Fee based on the number of days remaining in the billing month after the date upon which notice of termination is effective. The Advisory Fee is a wrap fee which means that you pay one fee, based upon the market value of the account, for the advisory, execution, custody and reporting services we provide to you under the Program. Depending on the level of trading and types of securities purchased or sold in your account, you could pay more or less for such services than if you purchased such services separately (to the extent that such services would be available separately). You may also be able to obtain transaction execution at a higher or lower cost in a brokerage account at MSWM or elsewhere. However, such transactions could not be executed on a discretionary basis by us in a brokerage account. Furthermore, the same or similar services to those available in the Program may be available at a lower fee in programs offered by other investment advisors. Valuation of Account Assets. In computing the value of assets in the account, open-end mutual funds will be valued based on the Fund’s net asset value calculated as of the close of business on the valuation date, per the terms of the applicable mutual fund prospectus. ETFs traded on any national securities exchange or For certain investment styles there may be a mutual fund and separately managed account offered by the same investment management firm and, therefore, the underlying investments in the separately managed account and the mutual fund may be substantially identical. Because the underlying expenses and 8  charged by the Fund) is stated in its prospectus. The Fund expense ratio generally reflects the costs incurred by shareholders during the Fund’s most recent fiscal reporting period. Current and future expenses may differ from those stated in the prospectus. fees of the separately managed account are generally lower, the performance of a separately managed account is generally higher than that of the comparable mutual fund. Therefore, for such investment styles, if the client meets the minimum level of investment for the separately managed account, it may be more financially beneficial for you to select a separately managed account as the investment product. In addition, we offer other programs that do not offer mutual funds or ETFs. The fees in those programs may be higher or lower than the fees in this Program. For all Fund investments, you will also incur fees and other expenses that are paid by the Fund but borne by all fund shareholders owning the same class of shares (e.g. management fees, custody, administrative services and transfer agency fees, redemption fees, portfolio transaction execution costs and other fees and expenses, including distribution fees and shareholder servicing fees). Information about such fees and expenses is set forth in each Fund’s prospectus. in You do not pay any sales charges for purchases of Funds in the Program. However, some mutual funds may charge, and not waive, a redemption fee on certain transaction activity in the applicable the polices described accordance with prospectus. MSWM shall not be responsible for any misstatement or omission or for any loss attributable to such misstatement or omission contained in any Fund prospectus, fact sheet or any other disclosure document provided to us for distribution to clients. If you change your brokerage account to a fee-based advisory account, to the extent your brokerage account held class C mutual fund shares for five years or longer, these shares would likely have converted to load-waived (lower cost) Class A shares in the near future, thereby significantly reducing the ongoing internal mutual fund expenses you would have paid to hold them in your brokerage account. By changing your account from a brokerage account into a fee-based advisory account, your mutual fund shares will convert to the advisory share class (if available), which in general will further lower overall costs. However, in exchange for advisory services you will receive, you will pay an additional asset-based fee which you would not pay in a brokerages account. MSWM also receives the following fees and payments in connection with your investment in a Fund. You should consider these and other differences when deciding whether to invest in an investment advisory or a brokerage account and, if applicable, which advisory programs best suit your individual needs. The Advisory Fee for your account may be higher or lower than the fees that we charge other clients, depending on, among other things, the extent of services provided to those clients and the cost of such services; and may be higher or lower than the cost of similar services offered through other financial firms. C. Additional Fees Brochures”), can be Expense Payments and Fees for Data Analytics. MSWM provides Fund families with opportunities to sponsor meetings and conferences and grants them access to our employees for educational, marketing and other promotional efforts. Some Fund representatives also work closely with us to develop business strategies and support promotional events for clients and prospective clients and educational activities. Some Fund families or their affiliates reimburse MSWM for certain expenses incurred in connection with these promotional efforts, client seminars and/or training programs. Fund families independently decide if and what they will spend on these activities, with some fund families agreeing to make substantial annual dollar amount expense reimbursement commitments. Fund families also invite our employees to attend fund family-sponsored events. Expense payments may include meeting or conference facility rental fees and hotel, meal, and travel charges. For more information regarding the payments MSWM receives from Fund families, please refer to the brochures titled “Mutual Fund Features, Share Classes and Compensation” and “ETF Revenue Sharing, Expense Payments and Data Analytics” (together, the “Mutual Fund and ETF found which ahttps://www.morganstanley.com/disclosures. The Advisory Fee does not cover the following fees and expenses which will be charged to your account: (a) fees or other charges that you may incur in instances where an ETF transaction is effected through a third- party broker-dealer and not through us or our affiliates. Such fees or other charges will be included in the price of the ETF and not reflected as a separate charge on your trade confirmations or account statements and (b) certain costs or charges imposed by third parties, including odd-lot differentials, transfer taxes, foreign custody fees, exchange fees, supplemental transaction fees, regulatory fees, and other fees or taxes required by law. Funds in Advisory Programs Fund family representatives are allowed to occasionally give nominal gifts to our employees, and to occasionally entertain our employees (subject to an aggregate entertainment limit of $1,000 per employee per Fund family per year). MSWM’s non-cash compensation policies set conditions for each of these types of payments, and do not permit any gifts or entertainment conditioned on achieving any sales target. MSWM also provides Fund families with the opportunity to purchase data analytics regarding Fund sales. The amount of the fee depends on the level of data. We also offer sponsors of passively managed ETFs a separate transactional data fee Investing in mutual funds, closed-end funds, and ETFs (such mutual funds, closed-end funds and ETFs are collectively, “Funds”) is more expensive than certain other securities or investment. In addition to the Advisory Fee, you pay the fees and expenses of the Funds in which your account is invested. Fund fees and expenses are charged directly to the pool of assets the Fund invests in and are reflected in each Fund’s net asset value. These fees and expenses are an additional cost to you that is embedded in the price of the Fund, and therefore are not included in the Advisory Fee amount reflected in your account statements. Each Fund’s expense ratio (the total amount of fees and expenses 9  Additional fees apply to elect to purchase supplemental data analytics regarding other financial product sales at MSWM. exceptions, any fees that you pay while holding non-Advisory Share Classes (e.g., sales loads, 12b-1 fees, etc.) will not be offset, rebated or refunded to you when your non-Advisory Share Class is converted into an Advisory Share class. Conflicts of interests regarding the above-described Expense Payments and Fees for Data Analytics The above-described fees present a conflict of interest for MSWM to promote and recommend those Funds that make these payments rather than other eligible investments that do not make these or similar payments. In order to mitigate these conflicts, Financial Advisors and their Branch Office Managers do not receive additional compensation for recommending Funds from sponsors that purchase data analytics. Upon termination of your advisory account for any reason, or in the case where mutual fund shares are transferred out of your advisory account, we will convert any Advisory Share Classes of funds into a share class that is available in non-advisory accounts, or we may redeem these fund shares altogether. Non-Advisory Share Classes generally have higher operating expenses than the corresponding Advisory Share Class, which will increase the cost of investing and negatively impact investment performance. The rates and terms and conditions of these mutual fund arrangements may change at any time. Cash Sweeps Certain Funds managed by our affiliates, which include, but are not limited to, Morgan Stanley Investment Management, Eaton Vance, Boston Management and Research, Calvert Research and Management, Atlanta Capital Management Company and Parametric Portfolio Associates, may be included in your account. To the extent that such funds are offered to and purchased by Retirement Accounts, the fee on any such Retirement Account will be reduced or adjusted by the amount of the fund management fee, shareholder servicing fee and distribution fee that we, or our affiliates, receive in connection with such Retirement Account’s investment in such affiliated fund. At times, a portion of your account may be held in cash. This may be due to, among other things, an Investment Strategy’s allocation to cash, a liquidation of assets to pay for Advisory Fees, or for liquidity purposes during volatile market conditions. All such cash allocations and free credit balances in your account will automatically be deposited into our Bank Deposit Program (“BDP”) as your cash sweep (the “Cash Sweep”). The interest rates for BDP in your account will be tiered based upon the value of the BDP balances across your brokerage and advisory accounts. The BDP assets in your advisory accounts receive separate interest rates from deposits in your brokerage accounts and are set forth in: https://www.morganstanley.com/wealth- general/ratemonitor. It is important to note that, free credit balances and allocations to cash, including assets invested in BDP, are included in the calculation of the Advisory Fee. We will effect sweep transactions only to the extent permitted by law and if you meet eligibility criteria. Under certain circumstances (as described in the Bank Deposit Program Disclosures), eligible deposits in BDP may be sent to non- affiliated Sweep Banks. This additional sweep feature may provide enhanced FDIC coverage to you as well as funding value benefits to the Morgan Stanley Sweep Banks (as defined below). Mutual Fund Share Classes. Mutual funds typically offer different ways to buy fund shares. Some mutual funds offer only one share class for a particular fund while most funds offer Each share class represents an multiple shares classes. investment in the same mutual fund portfolio but assesses different fees and expenses. Many mutual funds have developed specialized share classes designed for various advisory programs (“Advisory Share Classes”), which we typically utilize. In general, Advisory Share Classes are not subject to either sales loads or ongoing marketing, distribution and/or service fees (often referred to as “12b-1 fees”), although some will assess fees for record keeping and related administrative services, as disclosed in the applicable prospectus If you wish to purchase other types of Advisory Share Classes, such as those that do not compensate intermediaries for record keeping and administrative services, which generally carry lower overall costs and would thereby increase your investment return, you will need to do so directly with the mutual fund or through an account at another financial intermediary. Please note, we may offer non-Advisory Share Classes of mutual funds (i.e., those that are subject to 12b-1 fees) if, for example, a fund does not offer an Advisory Share Class that is equivalent to those offered here. In such instance, MSWM will rebate directly to the clients holding such fund any such 12b-1 fees that we receive. Once we make an Advisory Share Class available for a particular mutual fund client, clients can only purchase the Advisory Share Class of that fund. Under the BDP, funds will be automatically deposited into interest-bearing, FDIC-insured deposit accounts (“Deposit Accounts”) established for you by and in the name of Morgan Stanley, as agent and custodian, at one or more FDIC insured depository institutions (individually and collectively, the “Sweep Banks”). You acknowledge and agree that if you are eligible, the BDP will be your designated Cash Sweep. You further acknowledge and agree that the rate of return on the BDP may be higher or lower than the rate of return available on other available cash alternatives. MSWM is not responsible if the BDP has a lower rate of return than other available cash alternatives or causes any tax or other consequences. For eligibility criteria and more information on Cash Sweeps in general, please refer to the Bank Deposit Program Disclosure Statement which is available at: http://www.morganstanley.com/wealth- investmentstrategies/pdf/BDP_disclosure.pdf If you hold non-Advisory Share Classes of mutual funds in your advisory account or seek to transfer non-Advisory Share Classes of mutual funds into your advisory account, MSWM (without notice to you) will convert those shares to Advisory Share Classes to the extent they are available. This will typically result in your shares being converted into a share class that has a lower expense ratio, although exceptions are possible. Subject to limited Conflicts of Interest Regarding Cash Sweep. You should be aware that the Sweep Banks may be affiliates of MSWM (the “Morgan Stanley Sweep Banks”). In such an event, the Morgan Stanley Sweep Banks will pay MSWM an annual account-based 10  D. Compensation to Financial Advisors Financial Advisers will receive a fee for referring clients to the Program. In such case, your Financial Advisor has a financial incentive to recommend the Program instead of other MSWM programs or services. flat fee for the services performed by MSWM with respect to the BDP. MSWM and the Morgan Stanley Sweep Banks will review such fee annually and, if applicable, mutually agree upon any changes to the fee to reflect any changes in costs incurred by MSWM. MSWM will not receive cash compensation or credits in connection with the BDP for Retirement Account assets in the Deposit Accounts. The fee received by MSWM may affect the interest rate paid by the Morgan Stanley Sweep Banks on your Deposit Accounts. If you invest in the Program, a Financial Advisor may agree to charge a fee that is less than the maximum Advisory Fee of 0.30% of assets under management. However, the referral fee paid to the Financial Advisor is based upon the Advisory Fee charged to your account. Therefore, Financial Advisors have a financial incentive not to reduce fees. Item 5: Account Requirements and Types of Clients Account Minimums. To participate in the Program, you must maintain a minimum investment amount of $5,000 for the life of the account, except as may otherwise be agreed to by us in our sole discretion. Your account will not begin to be actively managed until this minimum the account balance meets investment amount. In the event withdrawals cause the account value to fall below the required minimum investment amount, we may discontinue managing your assets in accordance with the Investment Strategy and may require that you close your account. The Program is designed as a long-term investment and withdrawals may impair your ability to meet your investment goal. In addition, MSWM, the Morgan Stanley Sweep Banks and their affiliates receive other financial benefits in connection with BDP. Through the BDP, each Morgan Stanley Sweep Bank will receive a stable, cost-effective source of funding. Each Morgan Stanley Sweep Bank intends to use deposits in the Deposit Accounts at the Morgan Stanley Sweep Banks to fund current and new businesses, including lending activities and investments. The profitability on such loans and investments is generally measured by the difference, or “spread,” between the interest rate paid on the Deposit Accounts at the Morgan Stanley Sweep Banks and other costs of maintaining the Deposit Accounts, and the interest rate and other income earned by the Morgan Stanley Sweep Banks on those loans and investments made with the funds in the Deposit Accounts. The cost of funds for the Morgan Stanley Sweep Banks of deposits through the sweep program in ordinary market conditions is lower than their cost of funds through some other sources, and the Morgan Stanley Sweep Banks also receive regulatory capital and liquidity benefits from using the sweep program as a source of funds as compared to some other funding sources. Types of Clients. The Program is available for natural person clients who open individual and IRA accounts. Item 6: Fund Selection and Evaluation A. Selection of the Investment Strategy to provide the We use MSWM’s proprietary algorithms investment advisory services under the Program. These algorithms are developed and maintained by MSWM’s Global Investment Committee (“GIC”). Based upon MSWM’s capital market assumptions, the GIC defines the assets allocations that are used as the basis for the model portfolios offered to clients under the Program. An MSWM investment team selects and invests the specific Funds that populate these model portfolios. Morgan Stanley has added certain non-affiliated Sweep Banks to the BDP in order to maximize the funding value of the deposits in BDP for the Morgan Stanley Sweep Banks. On any given day, you may have deposits that are sent to a non-affiliated Sweep Bank depending on the funding value considerations of the Morgan Stanley Sweep Banks and the capacity of the depository networks that allocate deposits to the non-affiliated Sweep Banks. In addition to the benefits to the Morgan Stanley Sweep Banks, you may also benefit from having deposits sweep to the non- affiliated Sweep Banks by receiving FDIC insurance on deposit amounts that would otherwise be uninsured. In return for receiving deposits through BDP, the non-affiliated Sweep Banks provide other deposits to the Morgan Stanley Sweep Banks. This reciprocal deposit relationship provides a low-cost source of funding, and capital and liquidity benefits to both the non- affiliated Sweep Banks and the Morgan Stanley Sweep Banks. The non-affiliated Sweep Banks pay a fee to a Program Administrator in connection with the reciprocal deposits, but the cost of that fee is not borne directly by Morgan Stanley clients. Based upon your Investor Profile, our proprietary algorithm will recommend an Investment Strategy that we believe best fits your investment goal, risk tolerance, and financial needs. You may choose to accept our recommendation or select a different Investment Strategy for the account. Algorithms will also be used to monitor for investment rebalancing and systematically evaluate your portfolio’s suitable risk level over time. The deposits and withdrawals that you make are also evaluated by algorithms that determine the specific securities that need to be traded based on the underlying tax lots within your asset allocation, and other instructions that may have been provided to MSWM. If you choose to enroll in optional services, that may include but are not limited to tax-loss harvesting, your eligible The Morgan Stanley Sweep Banks have discretion in setting the interest rates paid on deposits received through BDP and are under no legal or regulatory requirement to maximize those interest rates. The Morgan Stanley Sweep Banks and the non-affiliated Sweep Banks can and sometimes do pay higher interest rates on some deposits they receive directly than they pay on deposits received through BDP. This discretion in setting interest rates creates a conflict of interest for the Morgan Stanley Sweep Banks. The lower the amount of interest paid to customers, the greater is the “spread” earned by the Morgan Stanley Sweep Banks on deposits through BDP, as explained above. 11  account(s) will be monitored by algorithms that determine the required transactions to effect in your account(s). Thereafter GIMA periodically evaluates the Funds on an ongoing basis to determine whether they continue to meet the criteria required to be included in the Program. Throughout the life of your account, if you make any changes to the information that makes up your Investor Profile, the algorithm will also evaluate whether your account should be rebalanced and/or a different Investment Strategy should be recommended. C. Conflicts of Interest Advisory vs. Brokerage Accounts. MSWM may earn more compensation if you invest in the Program and pay the Advisory Fee than if you open a brokerage account and pay commissions for each securities transaction. In such instance, MSWM has a financial incentive to recommend the Program to you. We address this conflict of interest by disclosing it to you and implementing processes through which we review your account at account-opening to ensure that it is appropriate for you in light of your investment goal and financial circumstances. Rebalancing your Account. We monitor your portfolio every day, looking for opportunities to rebalance. Whenever the investments in your portfolio drift too far, generally by 5% or more, from the weighted percentage of the portfolio’s target asset allocation, our portfolio management team will automatically rebalance your investments to maintain the appropriate risk level aligned with the Investment Strategy that you have selected. Payments from Investment Managers. Please see Item 4.C above (Additional Fees – Funds in Advisory Programs). Investment managers may also sponsor educational conferences and pay expenses of our employees attending these events. MSWM’s policies require that the training or educational portion of these conferences comprises substantially all of the event. Investment managers may sponsor educational meetings or seminars in which clients as well as MSWM are invited to participate. In addition, for certain investment goals, your account will be systematically evaluated on a quarterly basis to determine whether the Investment Strategy for your account remains appropriate based upon your current Investor Profile. This strategy optimization review will also determine whether your account’s asset allocation continues to represent the appropriate risk level as you move closer to your investment goal. This is referred to as a dynamic “glide path”. Throughout the life of your account, we will dynamically adjust the asset allocation based upon your progress towards your investment goal across a range of projected potential market outcomes. Any changes to the Investment Strategy recommended for your account as part of the dynamic glide path will align with your Investor Profile, including your stated risk tolerance. Investment managers are allowed to occasionally give nominal gifts to our employees, and to occasionally entertain employees (subject to a limit of $1,000 per employee per investment manager per year). MSWM’s non-cash compensation policies set conditions for each of these types of payments, and do not permit any gifts or entertainment conditioned on achieving a sales target. in this “Payments from Your account may also be rebalanced when you make material deposits or withdrawals, in connection with tax-loss harvesting, or when the GIC makes updates to its strategic asset allocation. B. Selection and Review of Funds for the Program Each Investment Strategy is generally constructed of unaffiliated mutual funds and ETFs. We address these conflicts of interest by ensuring that any Investment payments described Managers” section do not relate to any particular transactions or investment made by our clients with investment managers. Investment managers participating in the Program are not required to make any of these types of payments. The payments described in this section comply with FINRA rules relating to such activities. Please see the disclosure under “Funds in Advisory Programs” in Item 4.C above for more information. Our Global Investment Manager Analysis group (“GIMA”) evaluates every Fund available to be included in the Program. GIMA may delegate some or all of its functions to an affiliate or third party. Other Relationships with Funds. Some Funds included in the Program may have business relationships with us or our affiliates. For example, a Fund may use Morgan Stanley & Co. LLC (“MS&Co.”) or an affiliate as its broker or may be an investment banking client of MS&Co. or an affiliate. GIMA does not consider the existence nor lack of a business relationship in determining whether to include a Fund in the Program. Different Advice. MSWM and its affiliates may give different advice, take different action, receive more or less compensation, or hold or deal in different securities for any other party, client or account (including their own accounts or those of their affiliates) from the advice given, actions taken, compensation received or securities held or dealt for your account. GIMA will conduct a qualitative and quantitative review of each Fund, which will include a review of a Fund’s complete Request for Information (RFI) proposal, sample portfolios, asset allocation histories, Form ADV (the form that investment managers use to register with the SEC), past performance information and marketing literature. GIMA will also consider additional factors such as personnel depth, turnover and experience, investment process, business and organization characteristics, and investment performance. GIMA personnel may also interview the Fund’s key personnel and examine its operations. GIMA may also use a proprietary algorithm – a rules-based scoring mechanism – which reviews various factors and ranks each Fund on that basis. Trading or Issuing Securities in, or Linked to Securities in, Client Accounts. MSWM and its affiliates may provide bids and offers, and may act as a principal market maker, in respect of the same securities 12  Research Reports. MS&Co. does business with companies covered by its research groups. In such instance, MS&Co. and its affiliates, and client accounts, may hold a trading position (long or short) in the securities of companies subject to such research. Therefore, MS&Co. has a conflict of interest that could affect the objectivity of its research reports. held in client accounts. MSWM, its affiliates, the investment managers in its programs, and their affiliates and employees may hold a position (long or short) in the same securities held in client accounts. MSWM and/or its affiliates are regular issuers of traded financial instruments linked to securities that may be purchased in client accounts. From time to time, the trading of MSWM or an affiliate – both for their proprietary accounts and for client accounts – may be detrimental to securities held by a client and thus create a conflict of interest between those trades and the investment advisory services that MSWM (or an affiliate) provides to you. Trade Allocations. MSWM may aggregate the securities to be purchased or sold for more than one client to obtain favorable execution to the extent permitted by law. MSWM is responsible for allocating the aggregated trade in a manner that is equitable and consistent with its fiduciary duty to its clients (which could include, e.g., pro rata allocation, random allocation, or rotation allocation). For block trade orders executed by MSWM, the price to each client is the average price for the aggregate order. Certain Trading Systems. MSWM may effect trades or securities lending transactions on behalf of client accounts through exchanges, electronic communication networks or other alternative trading systems (“Trading Systems”), including Trading Systems with respect to which MSWM or its affiliates may have a non-controlling direct or indirect ownership interest, or right to appoint a board member or observer. If MSWM directly or indirectly effects client trades or transactions through Trading Systems in which MSWM or its affiliates have an ownership interest, MSWM or its affiliates receive an indirect economic benefit based on their ownership interest. In addition, subject at all times to its obligations to obtain best execution for its customers’ orders, it is contemplated that MSWM will route certain customer order flow to its affiliates. Currently, MSWM and/or its affiliates own equity interests (or interests convertible into equity) of 5% or more in certain Trading Systems or their parent companies, BM&F Bovespa; MEMX Holdings LLC; Source Holding Ltd; OTCDeriv Limited; EOS Precious Metals Limited; CreditDeriv Limited; FXGLOBALCLEAR; Dubai Mercantile Exchange; Japan Securities Depository Center Inc.; Yensai.com Co., Ltd; and Octaura Holdings LLC. The Trading Systems on which MSWM trades or effects securities lending transactions for client accounts and in which MSWM or its affiliates own interests may change from time to time. You can contact us for an up-to-date list of Trading Systems in which MSWM or its affiliates own interests and on which MSWM and/or MS&Co. trade for client accounts. Services Provided to Other Clients. MSWM and its affiliates provide a variety of services (including research, brokerage, asset management, trading, lending and investment banking services) for each other, for various clients (including issuers of securities that may be recommended for purchase or sale by clients or are otherwise held in client accounts), and for investment managers of Funds available through the Program. MSWM and its affiliates receive compensation and fees in connection with these services. We believe that the nature and range of clients to which such services are rendered is such that it would be inadvisable to exclude categorically all of these companies from an account. Accordingly, it is likely that securities in your account will include some of the securities of companies or Funds for which MSWM and its affiliates, perform investment banking or other services. Certain Trading Systems offer cash credits for orders that provide liquidity to their books and charge explicit fees for orders that extract liquidity from their books. From time to time, the amount of credits that MSWM and/or MS&Co. receives from one or more Trading System may exceed the amount that is charged. Under these limited circumstances, such payments would constitute payment for order flow. Restrictions on Securities Transactions. There may be periods during which MSWM is not permitted to initiate or recommend certain types of transactions in the securities of issuers for which MSWM or one of its affiliates is performing broker-dealer or investment banking services or have confidential or material non- public information. Furthermore, in certain investment advisory programs, MSWM may be compelled to forgo trading in, or providing advice regarding, MSWM Parent (as defined in Item 9 below) securities, and in certain related securities. These restrictions can adversely impact your account performance. Certain Trading Systems through which MSWM and/or MS&Co. may directly or indirectly effect client trades execute transactions on a “blind” basis, so that a party to a transaction does not know the identity of the counterparty to the transaction. It is possible that an order for a client account that is executed through such a Trading System could be automatically matched with a counterparty that is (i) another investment advisory or brokerage client of MSWM or one of its affiliates or (ii) MSWM or one of its affiliates acting for its own proprietary accounts. MSWM and its affiliates may also develop analyses and/or evaluations of securities sold in the Program, as well as buy and sell interests in securities on behalf of their proprietary or client accounts. These analyses, evaluations and purchase and sale activities are proprietary and confidential, and MSWM will not disclose them to clients. MSWM may not be able to act, in respect of clients’ account, on any such information, analyses or evaluations. MSWM and its affiliates are not obligated to effect any trans- action that they believe would violate federal or state law, or the regulations of any regulatory or self-regulatory body. MSWM Affiliates in Underwriting Syndicate; MSWM Distribution of Securities; Other Relationships with Security If an affiliate of MSWM is a member of the Issuers. underwriting syndicate from which a security is purchased, we or our affiliates could directly or indirectly benefit from such purchase. If MSWM participates in the distribution of new issue securities that are purchased for a client’s account, MSWM will receive a fee, to be paid by the issuing corporation to the 13  Other Business with Certain Firms. Certain investment management firms (which may the managers of Funds in the Program) do other business with MSWM or our affiliates. D. MSWM acting as Portfolio Manager Description of Advisory Services MSWM acts as the discretionary portfolio manager of accounts in the Program, as further described in Item 4.A above. Tailoring Services for Individual Clients underwriters of the securities and ultimately to MSWM, which will be deemed additional compensation to us, if received by us. MSWM and/or its affiliates have a variety of relationships with, and provide a variety of services to, issuers of securities purchased in client accounts, including investment banking, corporate advisory and services, underwriting, consulting, and brokerage relationships. As a result of these relationships with an issuer, MSWM or its affiliates may directly or indirectly benefit from a purchase or sale of a security of the issuer in a client’s account. These types of relationships with issuers create a conflict of interest when MSWM and/or your Financial Advisor recommends to you to purchase in your account such issuer’s security. While MSWM does not provide you with a comprehensive investment plan under the Program, the investment advisory services we provide are tailored to your specific investment goals and financial situation. The Investment Strategy we recommend to you is specifically based upon the various suitability attributes that make up your Investor Profile. You can also place reasonable restrictions on the investments in your account as discussed above in Item 4.A. Additionally, for certain investment goals, we will apply a dynamic glide path approach to rebalancing, as further described in Item 6.A. Wrap Fee Programs Also, in the event of corporate actions with respect to securities held in client accounts, to the extent such corporate actions result in exchanges, tender offers or similar transactions, MSWM and/or its affiliates may participate in and/or advise on such transactions and receive compensation. The interest of MSWM’s affiliates in these corporate actions may conflict with the interest of MSWM clients. In addition, where an affiliate of MSWM is representing or advising the issuer in a transaction, the interest of the issuer may conflict with client interests and create a potential conflict of interest for MSWM. MSWM also provides various services to issuers, their affiliates and insiders, including but not limited to, stock plan services and financial education for which MSWM receives compensation. MSWM acts as both the wrap fee program sponsor and the portfolio manager in the Program. MSWM also acts as portfolio manager in the Global Investment Solutions and Select UMA wrap fee programs, as described in more detail in each program’s respective ADV Brochures, which you may obtain at: www.morganstanley.com/ADV. MSWM receives the entire Advisory Fee for the Program. MSWM does not act as portfolio manager in any programs which are not wrap fee programs but are otherwise similar to the Program. Investments in Cash Sweep. At times, we may determine that it is in your best interest to maintain assets in cash, particularly for defensive purposes in volatile markets. The above-described Bank Deposit Program revenue and fees for money market funds, administrative services fees for accounts of non-Retirement Account clients and other payments create a potential for a conflict of interest to the extent that the additional payments could influence us to recommend an Investment Strategy style that favors cash balances. Performance-Based Fees The Program does not charge performance-based fees. to Methods of Analysis and Investment Strategies Your Investment Strategy is comprised of two components: the GIC model asset allocation we recommend based upon your Investor Profile and the portfolio that you select. Nonpublic Information. In the course of investment banking or other activities, MSWM and its affiliates and agents may from time time acquire confidential or material nonpublic information that may prevent them, for a period of time, from purchasing or selling particular securities for the account. You acknowledge and agree that MSWM and its affiliates and agents will not be free to divulge or to act upon this information with respect to their advisory or brokerage activities, including their activities with regard to the account. This may adversely impact the investment performance of the account. Each model is based upon the asset allocation recommendations of MSWM’s GIC. The model asset allocations use a combination of mutual funds, ETFs and cash to gain exposure to equities, fixed income, and alternative asset classes. MSWM may change the asset allocation of a model at any time. More detailed information on each model is available upon request. The asset allocations of each model shall be as follows: Other Investment Products Available. We may offer to the public other investment products with similar investment styles and holdings as the Investment Strategies offered through the Program. Such products may be offered at differing fees and charges that may be higher or lower than the fees imposed by us in the Program. Furthermore, a separately managed account may utilize the same investment manager and investment strategy as a Fund but have different minimum investment amounts and fees. Fees for a separately managed account may be lower than for a similar Fund. • The Wealth Conservation Model is the GIC’s most conservative allocation. This model may be appropriate for clients with a conservative risk tolerance and the need to prioritize preservation of purchasing power. The benchmark for this model consists of 65% Bloomberg Barclays Capital US Aggregate Bond Index, 14% Russell 3000 Index, 6% 14  MSCI All Country World Index EX US Net and 15% 90-Day T-Bills. institutions are now looking to normalize policy by lifting interest rates and reducing balance sheets, moves that should ultimately tighten money supply. This portfolio seeks to limit the adverse impact of rising rates on potential investment returns. • Global Frontier: Invests in our Performance-Seeking Portfolio, plus a theme toward frontier markets which consist of nations that are economically less developed than emerging market countries. The global frontier theme provides exposure to small, less accessible companies and investments that offer potential higher growth than other investments. • The Income Model is the GIC’s second most conservative allocation. This model may be appropriate for clients who have a moderately conservative risk tolerance who wish to generate steady income from their portfolio while tempering the risk that comes with more growth-oriented allocations. We use a benchmark that consists of 55% Bloomberg Barclays Capital US Aggregate Bond Index, 24.5% Russell 3000 Index, 10.5% MSCI All Country World Index EX US Net and 10% 90-Day T-Bills for this model. • Emerging Consumer: Invests in our Performance-Seeking Portfolio, plus a theme that provides exposure to emerging economies where population and economic growth in emerging markets should produce a surge in the middle class, creating billions of potential consumers. This theme emphasizes the importance of demographics in markets such as China and India that offer international diversification in high growth environments. • The Balanced Growth Model is the GIC’s middle-of-the- road allocation. This model may be appropriate for clients who have a moderate risk tolerance and are able to tolerate moderate volatility. For the Performance Seeking and Marketing-Tracking core portfolios described below, we use a benchmark that consists of 45% Bloomberg Barclays Capital US Aggregate Bond Index, 35% Russell 3000 Index, 15% MSCI All Country World Index EX US Net and 5% 90- Day T-Bills. • The Market Growth Model is one of the GIC’s more aggressive allocations. This model may be appropriate for clients who have a moderate-to-aggressive risk tolerance and are able to tolerate moderate-to-high volatility. For this model, the benchmark is 35% Bloomberg Barclays Capital US Aggregate Bond Index, 45.5% Russell 3000 Index and 19.5% MSCI All Country World Index EX US Net. • Robotics + Data + AI: Invests in our Performance-Seeking Portfolio, plus a theme that provides exposure to companies leading technology transformation via artificial intelligence, data analysis and robotics. These new technologies are changing the industrial landscape helping companies reduce costs, improve product quality, and better forecast consumer demand. This portfolio consists of large and small-cap companies that are helping to lead this once-in-a-lifetime business transformation. • The Opportunistic Growth Model is the GIC’s most aggressive allocation. This model may be appropriate for clients with an aggressive risk tolerance and are able to tolerate high volatility. The benchmark is 20% Bloomberg Barclays Capital US Aggregate Bond Index, 56% Russell 3000 Index and 24% MSCI All Country World Index EX US Net. • Defense & Cybersecurity: The Post-Cold War period of tranquility has been replaced with ascendant relative geopolitical risk from the South China Sea to the Middle East and cyberattacks to water shortages. This portfolio invests in our Performance-Seeking Portfolio, plus a theme that offers exposure to companies and sectors that provide security products and services in geopolitically volatile times. The Program offers you the option of selecting from one of our three core portfolios or several themes to guide the investments in your account. to technology and resources • Genomics & Bio-Medicine: Genetic revolution capable of unlocking the human genome will usher in a new era of medicine, where diagnosis and treatment will be personalized and often preventative. This portfolio invests in our Performance-Seeking Portfolio, plus a theme that offers exposure focused on breakthrough science changing how illness and disease are treated. Our core Performance-Seeking Portfolio seeks to optimize returns at a level of risk you’ve indicated you’re comfortable with. Using the firm’s best thinking in security selection, it invests in a blend of ETFs and mutual funds across equities and fixed income within U.S., international, and emerging markets. include companies that Another core portfolio is our Impact Portfolio, which invests in Funds whose holdings integrate environmental, social and governance (ESG) factors in seeking to avoid risk and create long-term value. You can add a theme to the Performance-Seeking Portfolio to invest in prevailing market trends and investment themes. By choosing a theme, a portion of your investment (generally up to 30%) will be allocated to Funds that align to the theme you’ve selected. You can choose from one of the following: You can also add a theme to the Impact Portfolio. By choosing a theme, a portion of your investment (generally up to 30%) will be allocated to Funds that align with your personal values. You can choose from one of the following: • Climate Action: Invests in our Impact Portfolio, plus a theme that provides exposure to companies that avoid harmful • Inflation Conscious: Invests in our Performance-Seeking Portfolio, plus a theme toward inflation-hedged strategies. This theme incorporates the thinking that global central banks, led by the Federal Reserve, took extraordinary measures to stimulate economic growth with low interest rates and asset purchases in the wake of the 2007/8 financial crisis. These 15  environmental practices or support climate change solutions such as energy efficiency. • Gender Diversity: Invests in our Impact Portfolio, plus a theme that provides exposure to companies advancing women via strong policies and programs as well as diverse boards and executive management. ETF). A lack of liquidity can cause an ETF to trade at a large premium or discount to its net asset value. Additionally, an ETF may suspend issuing new shares and this could result in an adverse difference between the ETF’s publicly available share price and the actual value of its underlying investment holdings. At times when underlying holdings are traded less frequently, or not at all, an ETF’s returns also may diverge from the benchmark it is designed to track. Finally, our core Market-Tracking Portfolio offers a lower cost, ETF-only portfolio that provides diversified exposure across asset classes and global markets, designed to track a blended index which seeks to match the market’s performance. The blend will include the Russell 3000, MSCI All Country World Index ex US Net and the Bloomberg Barclays Capital US Aggregate Bond Index and, depending on the GIC model asset allocation, it may also include 90-Day T-Bills. Risks Money Market Funds. You could lose money in MMFs. Although MMFs classified as government funds (i.e., MMFs that invest 99.5% of total assets in cash and/or securities backed by the U.S government) and retail funds (i.e., MMFs open to natural person investors only) seek to preserve value at $1.00 per share, they cannot guarantee they will do so. The price of other MMFs will fluctuate and when you sell shares, they could be worth more or less than originally paid. MMFs may, and in certain circumstances will, impose a fee upon the redemption of fund shares. Please review your money market fund’s prospectus to learn more about the use of redemption or liquidity fees. In addition, if a money market fund that seeks to maintain a stable $1.00 per share experiences negative yields, it also has the option of converting its stable share price to a floating share price, or to cancel a portion of 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. All trading in an account is at your risk. The value of the assets held in an account is subject to a variety of factors, such as the liquidity and volatility of the securities markets. Investment performance of any kind is not guaranteed, and past performance does not predict future performance with respect to any particular account. In addition, certain investment strategies that mutual funds or ETFs may use in the Program have specific risks, including those associated with investments in common stock, fixed income securities, real assets, American Depositary Receipts, mutual funds, ETFs, foreign securities and the investments below. Neither MSWM nor its affiliates have any responsibility for any assets not held in the account, nor for any act done or omitted on the part of any third party. Moreover, in some circumstances, money market funds may be forced to cease operations when the value of a fund drops below $1.00 per share. In that event, the fund’s holdings will likely be liquidated and distributed to the fund’s shareholders. This liquidation process could take up to one month or more. During that time, these funds would not be available to you to support purchases, withdrawals and, if applicable, check writing or ATM debits from your account. Investments in a Concentrated Number of Securities or in Only One Industry Sector (or in Only a Few Sectors). When strategies invest in a concentrated number of securities, a decline in the value of these securities would cause your overall account value to decline to a greater degree than that of a less concentrated portfolio. Strategies that invest a large percentage of assets in only one industry sector (or in only a few sectors) are more vulnerable to price fluctuation than strategies that diversify among a broad range of sectors. Use of Algorithms. We rely upon our proprietary algorithms and analytics to provide the investment advisory services offered through the Program, including but not limited to constructing the asset allocation of each Investment Strategy, analyzing your Investor Profile in order to recommend an appropriate Investment Strategy, and monitoring your account to determine when it is appropriate to rebalance. The algorithm’s ability to recommend an appropriate Investment Strategy may be limited in the case that you do not provide accurate or complete information. The asset allocations of each Investment Strategy are based upon the GIC’s market assumptions. Such market assumptions are hypothetical projections of investment outcomes based upon historical performance of a proxy index and fundamental macroeconomic and financial data. They do not reflect actual future market movements, investment returns, inflation, taxes, investment product fees and expenses, and/or other economic conditions which will affect actual performance. Mutual Funds and ETFs that Pursue Complex or Alternative Investment Strategies or Returns. These mutual funds and ETFs can employ various investment strategies and techniques for both hedging and more speculative purposes such as short selling, leverage, derivatives and options, which can increase volatility Alternative investment and the risk of investment loss. strategies are not appropriate for all investors. Finally, errors and defects in the algorithm may impact the construction of the Investment Strategies and their asset allocations. To address this risk, the Program’s digital platform conducts quality assurance and user acceptance testing on an ongoing basis. As well, MSWM’s Model Validation team performs an evaluation of the model analytics on an initial and ongoing basis. Exchange Traded Funds. There may be a lack of liquidity in certain ETFs which can lead to a large difference between the bid- ask prices (increasing the cost to you when you buy or sell the While mutual funds and ETFs may at times utilize non-traditional investment options and strategies, they have different investment characteristics than unregistered privately offered alternative investments. Because of regulatory limitations, mutual funds and ETFs that seek alternative-like investment exposure must utilize a more limited spectrum of investments. As a result, investment returns and portfolio characteristics of alternative mutual funds may vary from traditional hedge funds pursuing 16  Policies and Procedures Relating to Voting Client Securities Unless you have expressly retained the right to vote proxies, pursuant to the terms of the Advisory Agreement, you delegate proxy voting authority to a third-party proxy voting service provider, Institutional Shareholder Services Inc. (“ISS”), which MSWM has engaged, at no cost to you, to vote proxies on your behalf. You cannot delegate proxy voting authority to MSWM or any MSWM employee and we do not agree to assume any proxy voting authority from you. similar investment objectives. They are also more likely to have relatively higher correlation with traditional market returns than privately offered alternative investments. Moreover, traditional hedge funds have limited liquidity with long “lock-up periods allowing them to pursue investment strategies without having to factor in the need to meet client redemptions. On the other hand, mutual funds typically must meet daily client redemptions. This differing liquidity profile can have a material impact on the investment returns generated by a mutual fund pursuing an alternative investing strategy compared with a traditional hedge fund pursuing the same strategy. If you expressly retain the right to vote proxies, we will forward to you any proxy materials that we receive for securities in your account. MSWM will not advise you on particular proxy solicitations. If ISS votes proxies for you, you cannot instruct them on how to cast any particular vote. Non-traditional investment options and strategies are often employed by a portfolio manager to further a funds or ETFs investment objective and to help offset market risks. However, these features are complex, making it more difficult to understand the fund’s or ETF’s essential characteristics and risks, and how it will perform in different market environments and over various periods of time. They can also expose the fund or ETF to increased volatility and unanticipated risks particularly when used in complex combinations and/or accompanied by the use of borrowing or “leverage”. If you have delegated proxy voting authority to ISS, we will provide you, upon request, information as to how proxies were voted for your account during the prior annual period and ISS’s, relevant proxy voting policies and procedures (including a copy of their policy guidelines and vote recommendations in effect from time to time). for bankruptcy or reorganization. If you would prefer to retain the authority and responsibility to vote proxies for your account please contact Self Directed Support at 866-479-1844. rights generally are more favorable Risks Relating to Differing Classes of Securities. Different classes of securities have different rights as creditor if the issuer For example, files bondholders’ than shareholders’ rights in a bankruptcy or reorganization. MSWM will not provide advice or take action with respect to legal proceedings (including bankruptcies) relating to the securities in your account, except to the extent required by law. Item 7: Client Information Provided to Portfolio Managers International Securities. Investments in international securities have additional risks, including foreign economic, political, monetary and/or legal factors, changing currency exchange rates, foreign taxes and differences in financial and accounting standards. International investing may not be for everyone. These risks may be magnified in emerging markets, and even more so in frontier markets. Small Capitalization. Such companies may lack the financial resources, product diversification and competitive strengths of larger companies. The securities of small capitalization companies may not trade as readily as, and be subject to higher volatility than, those of larger, more established companies. As the portfolio manager of your account assets in the Program, MSWM relies upon the information you provide to us as part of your Investor Profile, including information regarding your investment goal, financial information, risk tolerance and any reasonable restrictions you may impose on management of your account. This also includes information that you provide during the account opening process and throughout your relationship with us. It is your responsibility to promptly notify MSWM of any modifications to your Investor Profile or any investment restrictions you requested, and to give us prompt notice if you deem any investments made for the account to be inconsistent with such Investor Profile or investment restrictions. Tax Enhanced Strategies. Such strategies may not be able to deliver realized losses because there are none to take, this would materially impact tracking error (against the benchmark index) or the tracking error would not be consistent over time. Quantitative efforts to identify and correct biases may not reduce, but may increase, tracking error. MSWM does not render advice on tax and tax accounting matters to clients. Statements relating to tax in this Brochure are not intended or written to be used and cannot be used or relied on by any recipient, for any purpose, including the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. You should consult your personal tax and/or legal advisor to learn about any potential tax or other implications that may result from acting on a particular recommendation. We reserve the right to refuse to open an account for you if we do not, based solely on our judgment, receive the necessary information from you. Pursuant to the terms of the Advisory Agreement, you have represented to us that you are a U.S. resident. The Program is not offered to clients resident outside of the U.S. If you move out of the country, you must notify us as soon as possible. Upon such occurrence, as soon as reasonably practicable upon notification, we will terminate your Advisory Agreement as well as any other applicable Account Documentation. We will transfer your account assets upon your instructions and then close your account. You have the option of opening a brokerage account or other investment advisory accounts in other investment advisory programs we offer and transferring your assets to such an account. 17  MSWM may obtain and share information concerning the account with any of our affiliates and any nonaffiliated parties necessary to effect, administer, enforce, or complete transactions, or to service providers in accordance with the applicable federal and state laws. cease and desist from committing or causing future violations; to certain undertakings, including the retention of an Independent Compliance Consultant to review MSWM’s policies, procedures and controls related to the conduct in the Order and to pay a civil penalty of $15,000,000. information provided In addition, if you hold other accounts with MSWM for which you receive investment services from a Financial Adviser or if you opened your Program account as a result of a referral by a Financial Adviser, such Financial Adviser will have access to certain information about your account, including your account balance. Item 8: Client Contact with Portfolio Manager You can contact us via email, through the Program’s dedicated website on the internet, the Program’s mobile application, or by calling Self Directed Support at any time during normal business hours at 866-479-1844. Item 9: Additional Information Disciplinary Information This section contains information on certain legal and disciplinary events. • On May 12, 2020, the SEC entered into a settlement order with MSWM settling an administrative action which relates to in marketing and client certain communications to retail advisory clients in MSWM’s wrap fee programs with third-party managers and MSWM’s policies and procedures related to trades not executed at MSWM. In the applicable wrap fee programs, the third- party manager has the discretion to place orders for trade execution on clients’ behalf at a broker-dealer other than Morgan Stanley. MSWM permits managers to “trade away” from MSWM in this manner in order to seek best execution for trades. The SEC found that, from at least October 2012 through June 2017, MSWM provided incomplete and inaccurate information indicating that MSWM executed most client trades and that, while additional transaction-based costs were possible, clients did not actually incur them in the ordinary course. The SEC found that this information was misleading for certain retail clients because some wrap managers directed most, and sometimes all, client trades to third-party broker-dealers for execution, which resulted in certain clients paying transaction-based charges that were not visible to them. The SEC also found that, on occasion, wrap managers directed trades to MSWM-affiliated broker-dealers in which clients incurred transaction-based charges in violation of MSWM’s affiliate trading policies without detection by MSWM. The SEC noted in the order that it considered certain remedial acts undertaken by MSWM in determining to accept the order, including MSWM enhancing its disclosures to clients, implementing training of financial advisors, enhancing relevant policies and procedures, and refunding clients’ transaction-based charges paid to Morgan Stanley affiliates. The SEC found that MSWM willfully violated certain sections of the Investment Advisers Act of 1940, specifically Sections 206(2) and 206(4) and Rule 206(4)-7 thereunder. MSWM consented, without admitting or denying the findings and without adjudication of any issue of law or fact, to a censure; to cease and desist from committing or causing future violations; and to pay a civil penalty of $5,000,000. • On June 8, 2016, the SEC entered into a settlement order with • On December 9, 2024, the SEC entered into a settlement order with MSWM settling an administrative action, which relates to misappropriation of client funds in brokerage and advisory accounts by four former MSWM financial advisors (the “FAs”). The SEC found that MSWM failed to adopt and implement policies and procedures reasonably designed to prevent personnel from misusing and misappropriating funds in client accounts and that MSWM’s inadequate policies and procedures and systems to implement them led to its failure reasonably to supervise the four FAs, who misappropriated funds from client and customer accounts while employed at MSWM. Specifically, the SEC found that MSWM failed to adopt and implement policies and procedures reasonably designed to prevent and detect unauthorized externally initiated ACH payments and unauthorized cash wires. Upon being informed of the potential unauthorized activity in the customer accounts of two of the FAs, MSWM promptly investigated the matters, terminated the FAs, reported the fraud to law enforcement agencies, and fully repaid the affected clients. MSWM also conducted a retroactive review of payment instructions for externally initiated ACH payment instructions, which led to the identification of misconduct by the other two FAs. MSWM accordingly terminated the other two FAs and reported the misconduct to SEC staff. On its own initiative, MSWM instituted new written procedures to address the conduct at issue and retained an independent compliance consultant to perform a review and assessment. The SEC found that MSWM willfully violated section 206(4) of the Investment Advisers Act of 1940 (“Advisers Act”) and Rule 206(4)-7 thereunder. The SEC also found that MSWM failed to supervise the FAs within the meaning of Section 203(e)(6) of the Advisers Act and/or Section 15(b)(4)(E) of the Securities Exchange Act of 1934. MSWM consented, without admitting or denying the findings, to a censure; to MSWM (“June 2016 Order”) settling an administrative action. In this matter, the SEC found that MSWM willfully violated Rule 30(a) of Regulation S-P (17 C. F. R. § 248.30(a)) (the “Safeguards Rule”). In particular, the SEC found that, prior to December 2014, although MSWM had adopted written policies and procedures relating to the protection of customer records and information, those policies and procedures were not reasonably designed to safeguard its customers’ personally identifiable information as required by the Safeguards Rule and therefore failed to prevent a MSWM employee, who was subsequently terminated, from misappropriating customer account information. In determining to accept the offer resulting in the June 2016 Order, the SEC considered the remedial efforts promptly undertaken by MSWM and MSWM’s cooperation afforded to the SEC Staff. MSWM consented, without admitting or denying the findings, to a 18  censure, to cease and desist from committing or causing future violations, and to pay a civil penalty of $1,000,000. (“January 2017 Order”) to including certifications related to certain reviews prior to issuing disbursements, such reviews were not reasonably designed to prevent FAs from misappropriating client funds. Upon being informed of the issue by representatives of the FA’s affected clients, MSWM promptly conducted an internal investigation, terminated the FA, and reported the fraud to law enforcement agencies. MSWM also fully repaid the affected clients, made significant its policies, procedures and systems enhancements (“Enhanced MSWM Policies”) and hired additional fraud operations personnel. The SEC found that MSWM willfully violated section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. The SEC also found that MSWM failed to supervise the FA pursuant to its obligations under Section 203(e)(6) of the Advisers Act. MSWM consented, without admitting or denying the findings, to a censure; to cease and desist from committing or causing future violations; to certain the undertakings, implementation and adequacy of the Enhanced MSWM Policies and to pay a civil penalty of $3,600,000. MSWM’s Form ADV Part 1 contains further information about its disciplinary history and is available on request from Self Directed Support. Other Financial Industry Activities and Affiliations • On January 13, 2017, the SEC entered into a settlement order with MSWM settling an administrative action. The SEC found that from 2009 through 2015, MSWM inadvertently charged advisory fees in excess of what had been disclosed to, and agreed to by, its legacy Citigroup Global Markets Inc. (“CGM”, a predecessor to MSWM) clients, and, from 2002 to 2009 and from 2009 to 2016, MS&Co. and MSWM, respectively, inadvertently charged fees in excess of what was disclosed to and agreed to by their clients. The SEC also found that MSWM failed to comply with requirements regarding annual surprise custody examinations for the years 2011 and 2012, did not maintain certain client contracts, and failed to adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Investment Advisers Act of 1940 (the “Advisers Act”). The SEC found that, in relation to the foregoing, MSWM willfully violated certain sections of the Advisers Act. In determining to accept the offer resulting in the January 2017 Order, the SEC considered the remedial efforts promptly undertaken by MSWM. MSWM consented, without admitting or denying the findings, to a censure, to cease and desist from committing or causing future violations, to certain undertakings related to fee billing, books and records and client notices and to pay a civil penalty of $13,000,000. Morgan Stanley (“Morgan Stanley Parent”) is a financial holding company under the Bank Holding Company Act of 1956. Morgan Stanley Parent is a corporation whose shares are publicly held and traded on the NYSE. Activities of Morgan Stanley Parent. Morgan Stanley Parent is a global firm engaging, through its various subsidiaries, in a wide range of financial services including: (a) securities underwriting, distribution, trading, merger, acquisition, restructuring, real estate, project finance and other corporate finance advisory activities; (b) merchant banking and other principal investment activities; (c) brokerage and research services; (d) asset management; (e) trading of foreign exchange, commodities and structured financial products; and (f) global custody, securities clearance services, and securities lending. Broker-Dealer Registration. As well as being a registered investment advisor, MSWM is registered as a broker-dealer. Restrictions on Executing Trades. As MSWM is affiliated with MS&Co. and its affiliates, the following restrictions apply when executing client trades: • MSWM and MS&Co. generally do not act as principal in executing trades for MSWM investment advisory clients. • On February 14, 2017, the SEC entered into a settlement order with MSWM settling an administrative action. The SEC found that from March 2010 through July 2015, MSWM solicited approximately 600 non-discretionary advisory accounts to purchase one or more of eight single inverse exchange traded funds (“SIETFs”), without fully complying with its internal written compliance policies and procedures related to these SIETFs, which among other things required that clients execute a disclosure notice, describing the SIETF’s features and risks, prior to purchasing them, for MSWM to maintain the notice, and for subsequent related reviews to be performed. The SEC found that, despite being aware of deficiencies with its compliance and documentation of the policy requirements, MSWM did not conduct a comprehensive analysis to identify and correct past failures where the disclosure notices may not have been obtained and to prevent future violations from occurring. The SEC found that, in relation to the foregoing, MSWM willfully violated section 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-7 thereunder. MSWM admitted to certain facts and consented to a censure, to cease and desist from committing or causing future violations, and to pay a civil penalty of $8,000,000. • Regulatory restrictions may limit your ability to purchase, hold or sell equity and debt issued by Morgan Stanley Parent and its affiliates in some investment advisory programs. • Certain regulatory requirements may limit MSWM’s ability to execute transactions through alternative execution services (e.g., electronic communication networks and crossing networks) owned by MSWM, MS&Co. or their affiliates. restrictions may adversely impact client account These performance. • On June 29, 2018, the SEC entered into a settlement order with MSWM settling an administrative action which relates to misappropriation of client funds in four related accounts by a single former MSWM financial advisor (“FA”). The SEC found that MSWM failed to adopt and implement policies and procedures or systems reasonably designed to prevent personnel from misappropriating assets in client accounts. The SEC specifically found that, over the course of eleven months, the FA initiated unauthorized transactions in the four related client accounts in order to misappropriate client funds. The SEC found that while MSWM policies provided for 19  See Item 6.B above for conflicts arising from our affiliation with MS&Co. and its affiliates. Code by the individuals, branches and departments that they supervise. The Code generally operates to protect against conflicts of interest either by subjecting Employee activities to specified limitations (including pre-approval requirements) or by prohibiting certain activities. Key provisions of the Code include: • The requirement for certain Employees, because of their potential access to non-public information, to obtain their supervisors’ prior written approval or provide pre-trade notification before executing certain securities transactions for their personal securities accounts; Related Investment Advisors and Other Service Providers. MSWM has related persons that are the investment advisers to mutual funds in various investment advisory programs (including Morgan Stanley Investment Management Inc., Morgan Stanley Investment Management Limited, Consulting Group Advisory Services LLC as well as Eaton Vance and its investment affiliates). If you invest your assets in an affiliated mutual fund, MSWM and its affiliates earn more money than if you invest in an unaffiliated mutual fund. Generally, for Retirement Accounts, MSWM rebates or offsets fees so that MSWM complies with IRS and Department of Labor rules and regulations. to certain Employees investment affiliates serve • Additional restrictions on personal securities transaction activities applicable (including Financial Advisors and other MSWM employees who act as portfolio managers investment advisory in MSWM programs); to certain open-end Morgan Stanley Investment Management Inc. and certain Eaton in various advisory, Vance management, and administrative capacities to open-end and closed-end investment companies and other portfolios (some of which are listed on the NYSE). Morgan Stanley Services Company Inc., its wholly owned subsidiary, provides limited investment transfer agency services companies. • Requirements for certain Employees to provide initial and annual reports of holdings in their Employee securities accounts, along with quarterly transaction information in those accounts; and • Additional requirements for pre-clearance of other activities including, but not limited to, Outside Business Activities, Gifts and Entertainment, and U.S. Political Contributions and Political Solicitation Activity. You can obtain a copy of the Code by contacting Self Directed Support at 866-479-1844. See Item 6.B above for a description of Conflicts of Interest. Morgan Stanley Distribution Inc. serves as distributor for these open-end investment companies and has entered into selected dealer agreements with MSWM and affiliates. MSWM Distribution Inc. also may enter into selected dealer agreements with other dealers. Under many of these agreements, MSWM and affiliates, and other selected dealers, are compensated for sale of fund shares to clients on a brokerage basis, and for shareholder servicing (including pursuant to plans of distribution adopted by the investment companies pursuant to Rule 12b-l under the Investment Company Act of 1940). Trade Errors Related persons of MSWM act as a general partner, administrative agent or special limited partner of a limited partnership or managing member or special member of a limited liability company to which such related persons serve as adviser or sub- adviser and in which clients have been solicited in a brokerage or advisory capacity to invest. In some cases, the general partner of a limited partnership is entitled to receive an incentive allocation from a partnership. See Item 4.C above for a description of cash sweep managed or held by related persons of MSWM. See Item 6.B above for a description of various conflicts of interest. Whether made by MSWM or by agents acting on our behalf, trade errors do occur from time to time. MSWM maintains policies and procedures to ensure timely detection, reporting, and resolution of trade errors involving client accounts. In general, once a trade error has been identified, we take prompt, corrective action, returning the client’s account to the economic position it would be in absent the error. Once the trade error is resolved with respect to the client’s account, the handling of any resulting gain or loss can vary depending on the circumstances and the specific type of error; typically, however, any net gain or loss is either booked to the relevant error account or, in certain situations resulting in a net gain, donated to the Morgan Stanley Foundation. Code of Ethics Reviewing Accounts In order to open an account under the Program and access your account through the Program’s website and mobile application, you are required to set up an online profile, including a login and password. Because of the digital nature of this platform, MSWM has established several layers of “Know Your Customer” and cybersecurity controls that are utilized during the account opening, approval and funding process as well as throughout the life of your account. The MSWM U.S. Investment Advisory Code of Ethics (“Code”) applies to MSWM’s employees, supervisors, officers and directors engaged in offering or providing investment advisory products and/or services (collectively, the “Employees”). In essence, the Code prohibits Employees from engaging in securities transactions or activities that involve a material conflict of interest, possible diversion of a corporate opportunity, or the appearance of impropriety. Employees must always place the interests of MSWM’s clients above their own and must never use knowledge of client transactions acquired in the course of their work to their own advantage. Supervisors are required to use reasonable supervision to detect and prevent any violations of the In addition, as you progress through the online account opening process, you are prompted with comprehensive disclosures to 20  Client Referrals and Other Compensation MSWM does not compensate third parties for referrals to the Program. See “Payments from Investment Managers” and “Payments from Mutual Funds” in Item 6.C above. Financial Information assist you in providing the appropriate information we require to create your Investor Profile, understanding the Program’s services and features, and determining whether the Program is appropriate for your investment goals and financial situation. Depending upon the type of information you provide to us as part of your Investor Profile, you are also sometimes required to agree to certain attestations as you progress through the online account opening process. For all accounts opened under the Program, on a periodic basis, supervisors in the Self-Directed Support branch, as well as our compliance and risk departments, will conduct reviews of clients whose Investor Profile or account activity may require additional oversight or client communication. We are not required to include a balance sheet in this Brochure because we do not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. We do not have any financial conditions that are reasonably likely to impair our ability to meet our contractual commitments to clients. MSWM and its predecessors have not been the subject of a bankruptcy petition during the past 10 years. 21 

Form ADV Wrap Fee Program Brochure Morgan Stanley Smith Barney LLC Consulting Group Advisor Program March 28, 2025 Item, 1 Cover Page 2000 Westchester Avenue Purchase, NY 10577 Tel: (914) 225-1000 www.morganstanley.com This Wrap Fee Program Brochure provides information about the qualifications and business practices of Morgan Stanley Smith Barney LLC (“MSWM”). If you have any questions about the contents of this Brochure, please contact us at (914) 225-1000. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about MSWM also is available on the SEC’s website at www.adviserinfo.sec.gov. Registration with the SEC does not imply a certain level of skill or training.  Item 2: Material Changes This section identifies and discusses material changes to the ADV Brochure since the version of this Brochure dated March 28, 2024. For more details on any particular matter, please see the item in this ADV Brochure referred to in the summary below. Alternative Investments This Brochure was updated to reflect that when available, which we anticipate will be on or about the third quarter of 2025, Alternative Investments will be eligible for investment in the CGA program. Please see Item 4.A under “Consulting Group Advisor Program” for more information. Platform Fee Updates were made to the description of the Platform Fee and Offset Credit structure, including change in the Platform Fee rate. See Item 4.A., Platform Fee for more information. Ineligible Securities and Investment Restrictions Additional disclosure has been added to Item 4.A. under “Ineligible Securities and Investment Restrictions”. Bank Deposit Program Updates were made to the Cash Sweeps section to disclose that BDP assets in advisory accounts receive a separate interest rate if the assets meet the BDP program balance threshold. See Item 4.C, Cash Sweeps for more information. Update to the Disciplinary Information On December 9, 2024, the SEC entered into a settlement with MSWM regarding an administrative action. In this matter, MSWM, without admitting or denying the findings and without adjudication of any issue of law or fact, consented to the entry of the order that finds that MSWM willfully violated certain sections of the Investment Advisers Act of 1940 (“Advisers Act”), specifically Sections 206(2) and 206(4) and Rule 206(4)-7 promulgated thereunder. The SEC also finds that MSWM failed to supervise the FAs within the meaning of Section 203(e)(6) of the Advisers Act and/or Section 15(b)(4)(E) of the Securities Exchange Act of 1934. See Item 9 in the ADV Brochure for further information. 2  Item 3: Table of Contents Table of Contents Item, 1 Cover Page .................................................................................................................................................................................. 1 Item 2: Material Changes ......................................................................................................................................................................... 2 Item 3: Table of Contents ......................................................................................................................................................................... 3 Item 4: Services, Fees and Compensation ............................................................................................................................................... 4 A. General Description of the Program and Services .................................................................................................................. 4 Consulting Group Advisor Program ....................................................................................................................................... 4 Account Opening ................................................................................................................................................................... 6 Trading and Execution Services ............................................................................................................................................. 6 Trade Confirmations, Account Statements and Performance Reviews .................................................................................. 7 Other Features ........................................................................................................................................................................ 7 Risks ...................................................................................................................................................................................... 7 Tax and Legal Considerations ................................................................................................................................................ 9 Fees ...................................................................................................................................................................................... 10 B. Comparing Costs ................................................................................................................................................................. 13 C. Additional Fees .................................................................................................................................................................... 13 Funds in Advisory Programs ................................................................................................................................................ 13 UITs in Advisory Programs ................................................................................................................................................. 16 Annuities (Variable, Registered Index Linked, Fixed Index) in Advisory Programs........................................................... 17 Cash Sweeps ........................................................................................................................................................................ 19 D. Compensation to Financial Advisors ................................................................................................................................... 20 Item 5: Account Requirements and Types of Clients ............................................................................................................................. 21 Item 6: Portfolio Manager and Alternative Investment Selection and Evaluation ................................................................................. 21 A. Selection and Review of Portfolio Managers, Alternative Investments and Funds for the Program .................................... 21 B. Conflicts of Interest ............................................................................................................................................................. 23 Conflicts of Interest – Financial Advisor Acting as Portfolio Manager ............................................................................... 23 Other Conflicts of Interest .................................................................................................................................................... 23 C. Financial Advisors Acting as Portfolio Managers ............................................................................................................... 27 Description of Advisory Services ......................................................................................................................................... 27 Policies and Procedures Relating to Voting Client Securities .............................................................................................. 27 Item 7: Client Information Provided to Portfolio Managers and Managers of Alternative Investments ................................................ 27 Item 8: Client Contact with Portfolio Managers and Managers of Alternative Investments .................................................................... 27 Item 9: Additional Information .............................................................................................................................................................. 27 Disciplinary Information ...................................................................................................................................................... 27 This section contains information on certain legal and disciplinary events. ........................................................................ 27 Other Financial Industry Activities and Affiliations............................................................................................................. 29 Code of Ethics ...................................................................................................................................................................... 30 Trade Errors ......................................................................................................................................................................... 31 Reviewing Accounts ............................................................................................................................................................ 31 Exhibit: Affiliated Money Market Funds Fee Disclosure Statement and Float Disclosure Statement................................. 32 Sweep Vehicles in Retirement Accounts ............................................................................................................................. 32 3  Item 4: Services, Fees and MSWM nor any affiliated entity has any investment discretion over your CGA account. Compensation Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management,” “MSWM”, “we,” “us” or “our”) is a registered investment adviser and a registered broker-dealer. MSWM is one of the largest financial services firms in the United States with branch offices in all 50 states and the District of Columbia. Investment Process. MSWM shall assist with the review and evaluation of your investment objectives, financial goals and risk tolerance based on the information you provided to Morgan Stanley at account opening that reflects your individual situation. In this review MSWM may consider your assets at MSWM outside the CGA account. When opening a new CGA account, the Financial Advisor will create a portfolio for you (“Client Portfolio”) and, upon your instruction, may also include in your Client Portfolio your related MSWM accounts, including your MSWM brokerage accounts and your assets outside MSWM. MSWM will not act as investment adviser with respect to any brokerage assets and any assets in your Client Portfolio other than MSWM advisory assets. MSWM offers clients (“client,” “you” or “your”) many different advisory programs. Many of MSWM’s advisory services are provided by its Consulting Group (“CG”) business unit. You can obtain ADV Brochures for other MSWM investment advisory programs at www.morganstanley.com/adv or by asking your Financial Advisor or, for Morgan Stanley Private Wealth Management clients, your Private Wealth Advisor. Throughout the rest of this Brochure, “Financial Advisor” means either your Financial Advisor or your Private Wealth Advisor, as applicable. Based on your investor profile, MSWM will prepare asset allocation and other recommendation for you, with investment concepts that are consistent with your investment objectives and may provide specific advice about implementing investment decisions, which cover a spectrum of investments. In the event that you notify MSWM in writing or orally of a change in your investment objectives, financial goals or risk tolerance, MSWM may revise your asset allocation, and if necessary, suggest rebalancing of the CGA account’s asset allocation in accordance with the updated information and the investment guidelines described below. You may contact MSWM at any time to obtain additional information or to give further instructions with respect to the asset allocation of your account. We reasonably expect to provide services as a “fiduciary” (as that term is defined in Section 3(21)(A) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and/or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)), with respect to “Retirement Accounts”. For purposes of this Brochure (including the Exhibit), the term “Retirement Account” will be used to cover (i) “employee benefit plans” (as defined under Section 3(3) of ERISA), which include pension, defined contribution, profit- sharing and welfare plans sponsored by private employers, as well as similar arrangements sponsored by governmental or other public employers, which arrangements are generally not subject to ERISA; (ii) individual retirement accounts or “IRAs” (as described in Section 4975 of the Code); and (iii) Coverdell Educational Savings Accounts (“CESAs”). If you request any change to the account, and subsequent account statements or other communications indicate that the requested change has not been implemented, you should promptly notify your Financial Advisor. to Investment Services. MSWM shall periodically provide you with investment advice, which may include recommendations regarding investing in available eligible assets in a manner consistent with your investment objectives, subject to investment guidelines described below, and pursuant to your consent, which shall be obtained prior to each transaction, in order to accept transactions in the CGA account. Clients’ assets are custodied at MSWM (except for “sweep” assets custodied at the Sweep Banks (as defined in Item 4.C below) pursuant the Bank Deposit Program) and Alternative Investments (as defined in Item 4.A below). Please see Item 4.C (Services, Fees and Compensation -- Additional Fees – Cash Sweeps) and Item 4.A (General Description of the Program and Services – Consulting Group Advisor Program -- Alternative Investments) below, for more information. investment guidelines A. General Description of the Program and Services CG administers and oversees the Consulting Group Advisor (“CGA”) program as discussed below. This section then discusses various general matters applying to this program. Consulting Group Advisor Program latitude The specify diversification and concentration criteria with respect to eligible investments in the CGA program, including diversification requirements across industry sectors and asset classes. The investment guidelines also specify percentage and duration limitations on account holdings in cash and cash equivalents (which include money market funds and cash sweeps as further described below), as well as percentage limitations on holdings of annuities in CGA accounts. At the CGA program management’s discretion, certain Financial Advisors have greater in recommending securities and diversification. Therefore, the availability of investment strategies and securities and the applicability of investment limitations varies depending on your Financial Advisor. You should consult with your Financial Advisor for more information about the Financial Advisor’s approach to investing, available investment strategies and eligible asset types. Depending on the investment strategy the Financial Advisor uses, investments may include, but are not CGA is an investment advisory program designed to assist you in devising and implementing a reasoned, systematic, long-term investment strategy tailored to your financial circumstances. CGA assists clients in evaluating their investment objectives and risk tolerances and enables them to invest in a broad array of eligible assets. CGA is a non-discretionary investment program in which all investment decisions are made by you, other than the investment of free credit balances and the conversion of mutual fund shares to shares of a different share class as discussed below. Neither 4  or managed futures funds, that allocate money to other investment funds and/or investment managers or commodity trading advisors who in turn invest in other alternative types of alternative investment asset classes. Certain investments are not available in the CGA program. limited to, equity and debt securities, and cash and cash equivalents. Where approved, Financial Advisors may use certain option strategies, such as covered call writing and protective put buying. Investments may also include shares of eligible closed- end funds, open-end funds (“mutual funds”) and exchange traded funds (“ETFs”) and in a future state, alternative investments, as described below. to invest. The costs of Morgan Stanley acts as a non-discretionary investment adviser with respect to Alternative Investments. You will also pay a separate fee to the manager of each Alternative Investment in which you decide investment management fees and other expenses charged by Alternative Investments are excluded from the MSWM Fee, as further described below. MSWM offers a variety of mutual funds and generally reviews and considers factors such as the number and variety of funds offered; length of track record and historic appeal to MSWM clients and Financial Advisors; performance of the funds offered; size of assets under management; and level of interest and demand among clients and Financial Advisors. Alternative Investments offered through the CGA program are subject to change by Morgan Stanley. From time to time, we may downgrade the status of an Alternative Investment and set a “Coverage Termination Date”. Please see Item 6.A of this Brochure for more information about what happens when an Alternative Investment’s status is changed to “Terminate”. MSWM offers a variety of annuities and generally reviews and considers factors such as the financial condition and the ownership structure of the issuing insurance company, the product’s design and its features with a focus on cost and appropriateness, and the level of interest and demand among clients and Financial Advisors. You are solely responsible for any decision to remain invested in the Alternative Investment after such status change. If you continue to remain invested in such Alternative Investment, you will continue to pay the fund fees and expenses of the Alternative Investment in which your assets are invested, which are separate and in addition to the MSWM Fee. Financial Advisors are prohibited from using certain investments or investment strategies in CGA accounts, including, but not limited to, commodities, futures, short sales, certain partnerships, derivatives, and certain securities on MSWM’s restricted list. Your Financial Advisor may make investment decisions that are contrary to research ratings issued by Morgan Stanley research. these If you choose to redeem the Alternative Investment, it may take some time to fully redeem or withdraw your investment and you may not be able to receive the entirety of your redemption proceeds. You are solely responsible for terminating any agreement entered into by you with a manager or with respect to an Alternative Investment and arranging for delivery of your assets managed by that manager, or withdrawing your assets from the Alternative Investment. On occasion, the investment guidelines may require a Financial Advisor to recommend the sale of certain securities from CGA accounts. Although these sales of securities may result in capital gains or losses and thus in additional taxes and/or tax reporting for you, tax consequences will not prevent us from recommending the sale of these securities in your account. The investment guidelines are subject to change without notice. You should consult with your Financial Advisor for further details. Morgan Stanley reserves the right to change the definition of assets eligible for investment in the CGA program at any time and without notice to you, and to decline to include any security for any reason in your CGA account. Any such addition or deletion of eligible assets may change the amount of your fee and any asset in your CGA account may be or become subject to the fee. Morgan Stanley is authorized to debit your CGA account for the amount of any capital contribution or other payment required to be made by you in relation to each Alternative Investment for which you may subscribe on the dates such amounts are due (without any further action required on your part). Morgan Stanley is also authorized to receive distribution or redemption proceeds when paid for further credit to your account unless otherwise instructed in writing. Once an investment product becomes an eligible asset for investment in the CGA program, we will include such investment product in the Plan Review (as defined below), periodic account reviews (as referenced below) and in the account asset value for purposes of calculating your fee and shall provide the other services specified herein with respect to that investment product. Certain types of Alternative Investments, including but not limited to hedge funds, have capital commitment requirements and/or may not be liquidated at the time of your choosing due to restrictions imposed by the terms of the investment and/or the lack of a secondary market. There may be penalties and/or restrictions on the liquidation, transfer or termination of the investment for periods of several years or for the life of the investment. Accordingly, you may not be able to sell your investment when and/or in the amount that you desire. You are responsible for determining whether to invest in, subscribe and qualify for a participation interest in any Alternative Investment. If you decide to invest in an Alternative Investment, you will be required to execute all documents relating to investing in the Alternative Investment you selected, including the Morgan Stanley Wealth Management Subscription Alternative Investments. Once available, which we anticipate will be on or about the third quarter of 2025, certain pooled investment vehicles approved by Morgan Stanley (“Alternative Investments”) shall be eligible for investment in the CGA program. After reviewing your investor profile, Morgan Stanley may make recommendations to participate in Alternative Investments. Alternative Investments include: (1) -affiliated and unaffiliated single manager pooled investment vehicles, such as certain hedge funds, real-estate funds and private credit funds and (2) affiliated and unaffiliated pooled investment vehicles, such as fund of funds 5  and Exchange Agreement or a separate subscription agreement and representation letter. Plan Review. Generally, your Financial Advisor will contact you at least annually to review your account (“Plan Review”) to help ensure that it remains within appropriate asset allocation parameters. The Plan Review may be waived at the discretion of CGA program management in certain limited circumstances. If your Financial Advisor created a Client Portfolio as described above, your Plan Review will be replaced by a periodic client summary review of your Client Portfolio. See “Trade Confirmations, Account Statements and Performance Reviews” below. Please contact your Financial Advisor for additional information. Account Opening Generally, we will not maintain custody of your Alternative Investments, which will be custodied with such custodians as selected by the manager of the applicable Alternative Investment. However, we will receive and credit to your account all interest, dividends and other distributions we receive on the Alternative Investments in your account and will include reports of your ownership of the Alternative Investments on your account statements. Notwithstanding the foregoing, to the extent your account is a Morgan Stanley IRA, the Alternative Investment positions will be held by Morgan Stanley Smith Barney LLC as the custodian of your Morgan Stanley IRA. To enroll in the CGA program, you must enter into the MSWM Single Advisory Contract (the “Single Advisory Contract”). The Single Advisory Contract governs the terms of your existing and future investment advisory accounts and relationships with Morgan Stanley. MSWM has discontinued use of the CGA client agreement for opening new CGA accounts (however, some existing CGA accounts may have previously been opened using the CGA client agreement or similar client agreement). The CGA client agreement and any similar client agreement and the Single Advisory Contract shall be collectively referred to as the “Account Agreement”. You may also be required to execute a brokerage account agreement. All the terms of the Account Agreement and the brokerage agreement will set forth our mutual obligations regarding the CGA program. Trading and Execution Services The services for your account also include execution services and you will not be charged separate brokerage commissions if you execute through MSWM or its affiliates. In general, transactions in your account should occur in connection with investment recommendations made by your Financial Advisor (which will take place only upon your approval). Generally, trade orders initiated by you and investments for which you are not seeking your Financial Advisor’s advice should not be executed in this account. Below are some features that we offer in the program described in this Brochure. Ineligible Securities and Investment Restrictions. Morgan Stanley reserves the right to determine which assets are eligible for investment in the CGA program and, accordingly, may at any time and without notice to you, decline to include any security for any reason in your accounts (“Ineligible Security”). Additionally, Morgan Stanley may restrict a security and deem such security ineligible if it becomes subject to any type of sanctions or trading restrictions imposed by a specific country or regulatory authority (“Sanctioned Security”). If you are holding a Sanctioned Security, you may face additional limitations, including the inability to trade on it or transfer it. Morgan Stanley retains discretion over enforcement and compliance with applicable sanctions-related regulations and laws. If we determine that a security in your account is an Ineligible Security or Sanctioned Security: (a) Morgan Stanley will not provide advice on, make recommendations with respect to, or manage, as applicable, and therefore does not act as a fiduciary with respect to such security; (b) such security will not be included in the billable market value of your account and, as a result, your Fee may change; (c) such security will not be included in the performance calculation of your account; and (d) you may not receive trade confirmations for transactions you make with regard to such security. If we determine that a security that was previously determined to be an Ineligible Security or Sanctioned Security is now eligible: (a) we will provide investment advice on it, make recommendations with respect to, or manage, as applicable, and therefore act as a fiduciary with respect to such security; (b) such security will be included in the billable market value of your account and as a result, your Fee may change; (c) such security will be included in the performance calculation of your account; and (d) you may receive trade confirmations for transactions you make with regard to such security. Agency Cross Transactions. MSWM has the authority to effect “agency cross” transactions (i.e., transactions for which we, or one of our affiliates, act as broker for both the account and the counterparty to the transaction) for the account when so permitted by applicable law. We, or one of our affiliates, may receive compensation from the other party to such transaction, and thus, we may have a potentially conflicting division of loyalties and responsibilities. You may revoke the authorization to effect agency cross transactions at any time by providing MSWM with written notice as specified in the Account Agreement. We may automatically apply restrictions on equity securities of companies with which we believe you are an affiliate under the federal securities laws. If you hold these securities in your account, they will be characterized as ineligible securities and subject to the terms described above. In addition, the restriction will prevent additional shares of these equity securities from being purchased in your account. MSWM may liquidate such equity securities at your direction, after they have been appropriately cleared. Such restrictions may cause your account’s composition and performance to deviate from the model or investment strategy in which your account is invested. Any applicable restrictions will be removed, without notice to you, when the affiliation has been removed from our records, which may result in the securities being included in the billable market value or performance calculation of your account. Time and Price Discretion. For the program described in this Brochure, MSWM and/or its affiliates can exercise limited discretion as to the price or time at which they can execute an order for a transaction in an account (“time and price discretion”), so long as such discretion is exercised on the same day that the order is given and is consistent with MSWM’s duty 6  Margin Loans. Margin loans are offered to eligible CGA clients. These margin loans enable clients to borrow money from MSWM against the value of qualifying securities in a CGA account to purchase securities. The securities in the CGA account serve as collateral for the margin loan. For additional details, please refer to the account opening materials and the Margin Disclosure Statement included therein. to seek the best execution reasonably available under the circumstances. In addition, MSWM and/or its affiliates may aggregate orders for the sale or purchase of securities in such accounts with orders for the same security for MSWM’s and/or its affiliates’ other clients (other than accounts of its employees or related persons) without prior authorization, if the transaction is effected on the same day in which the order is received, and is in accordance with law and with the obligation to seek the best execution reasonably available under the circumstances. In such cases, generally, each affected account in the aggregated transaction will be charged with the average price per share or unit and, when applicable, it’s pro rata share of any fees. Dividend Reinvestment Program. As a client of MSWM, you may be able to enroll in the Dividend Reinvestment Program at no additional fee. Please contact your Financial Advisor for more information and the current Dividend Reinvestment Program Terms and Conditions. Trade Confirmations, Account Statements and Performance Reviews Systematic Withdrawals/Deposits of Mutual Funds. Systematic withdrawals/deposits of mutual funds may be available for your account. Please contact your Financial Advisor for more information. Risks When MSWM is acting as the custodian for your account, it provides you with written confirmation of securities transactions, and account statements at least quarterly. You will also receive mutual fund, UIT and annuity prospectuses, contract summaries or disclosure documents, where appropriate. these reports All trading in an account is at your risk. The value of the assets held in an account is subject to a variety of factors, such as the liquidity and volatility of the securities markets. Investment performance of any kind is not guaranteed, and MSWM’s or a Financial Advisor’s past performance with respect to other accounts does not predict future performance with respect to any particular account. In addition, certain investment strategies that Financial Advisors may use in the CGA program have specific risks, including those associated with investments in common stock, fixed income securities, American Depositary Receipts, Funds and the investments below. You should consult with your Financial Advisor regarding the specific risks associated with the investments in your account. We will provide periodic reviews of your account. These reviews show how your account investments have performed, both on an absolute basis and on a relative basis compared to recognized indices (such as Standard & Poor’s indices). If your Financial Advisor created a Client Portfolio as described above, we will also provide periodic reviews of your Client Portfolio. You can access these reports through MSWM’s online account services site (“Morgan Stanley Online”). To access in Morgan Stanley Online, go to https://www.morganstanleyclientserv.com, log on and select “Accounts”. If, however, you would like to receive these reports by mail, please call 1-888-454-3965 or contact your Financial Advisor. Neither MSWM nor its affiliates will have any responsibility for (i) your assets not in your MSWM account, or (ii) any act done or omitted on the part of any third party. Performance information of Alternative Investments may be based on a preliminary estimate of an Alternative Investment’s performance for that period. The final performance results may be higher or lower than the data reflected in the periodic report provided by MSWM or its affiliate. You are responsible for reviewing these reports and promptly reporting any discrepancies to MSWM. Other Features MSWM shall not be responsible for any misstatement or omission or for any loss attributable to such misstatement or omission contained in any Fund prospectus, fact sheet or any other disclosure document provided to us for distribution to clients. You understand that the use of performance benchmarks in client reports or profiles is intended only for reference purposes, and we shall not be liable to you or to any third party for selecting any particular benchmark or for failing to meet or outperform any benchmark. Cash Management Services. As a client of MSWM, you may be able to select certain cash management services such as margin loans, ATM/Debit Cards and check writing which are offered by MSWM or its affiliates. These services are provided on a brokerage basis, are subject to separate agreements and have different eligibility requirements. MSWM will not act as your investment adviser with respect to the use of such services. Your ability to meet your investment objectives may be negatively affected by the use of checks and debit cards. For further information on any of these services, please refer to your account opening materials or contact your Financial Advisor. Risks Relating to ETFs. There may be a lack of liquidity in certain ETFs which can lead to a large difference between the bid-ask prices (increasing the cost to you when you buy or sell the ETF). A lack of liquidity can cause an ETF to trade at a large premium or discount to its net asset value. Additionally, an ETF may suspend issuing new shares and this could result in an adverse difference between the ETF’s publicly available share price and the actual value of its underlying investment holdings. At times when underlying holdings are traded less frequently, or not at all, an ETF’s returns also may diverge from the benchmark it is designed to track. Check writing and ATM/Debit Cards. The program described in this Brochure offers check writing and ATM/Debit card services. For additional information about these features and the fees associated with their use, please refer to your account opening materials and your brokerage account agreement. Risks Relating to Alternative Investments. Alternative Investments have different features and risks than other types of 7  cancel a portion of 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. Moreover, in some circumstances, money market funds may cease operations when the value of a fund drops below $1.00 per share. In that event, the fund’s holdings will likely be liquidated and distributed to the fund’s shareholders. This liquidation process can be prolonged in nature and last for months. During this time, these funds would not be available to you to support purchases, withdrawals and, if applicable, check writing or ATM debits from your account. Risks Relating to Master Limited Partnerships. Master Limited Partnerships (“MLPs”) are limited partnerships or limited liability companies whose interests (limited partnership or limited liability company units) are generally traded on securities exchanges like shares of common stock. Investment in MLPs entails different risks, including tax risks, than is the case for other types of investments. Currently, most MLPs operate in the energy, natural resources or real estate sectors. Investments in such MLP interests are subject to the risks generally applicable to companies in these sectors (including commodity pricing risk, supply and demand risk, depletion risk and exploration risk). Depending on the ownership vehicle, MLP interests are subject to varying tax treatment. Please see “Tax and Legal Considerations” in Item 4.A below and any mutual fund or ETF prospectus, for more information. You can obtain any mutual fund or ETF prospectus by asking your Financial Advisor. read the documentation (including 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 a significant period of notice and may impose early withdrawal fees. Alternative Investments are intended 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 resulting higher risk due to concentration of trading authority when a single advisor is utilized; absence of information regarding valuations and pricing; complex tax structures and delays in tax reporting; less regulation and higher fees than mutual funds; advisor risk; indemnities; and “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 for a 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 strategies that vary from fund to fund. For more details on these and other features and risks, risk please carefully disclosures) relating to any Alternative Investment, as well as your Account Agreement. Risks Relating to Mutual Funds and ETFs that Primarily Invest in Master Limited Partnerships. In addition to the risks outlined above relating to Master Limited Partnerships, mutual funds and ETFs that primarily invest in MLPs generally accrue deferred tax liability. The fund’s deferred tax liability (if any) is reflected each day in the fund’s net asset value. As a result, the fund’s total annual operating expenses may be significantly higher than those of funds that do not primarily invest in Master Limited Partnerships. Please see the fund prospectus for additional information. Risks Relating to Money Market Funds. An investment in a money market fund is neither insured nor guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. Risks Relating to Mutual Funds, ETFs, Closed-End Funds and Annuities that Pursue Complex or Alternative Investment Strategies or Returns. These mutual funds, ETFs, closed-end funds and annuities utilize non-traditional, alternative or complex investment strategies and/or derivatives for both hedging and more speculative purposes, which can increase volatility and the risk of investment loss. Certain of these funds and certain annuity investment options (“subaccounts’) are sometimes referred to as “liquid alternatives.” These funds and annuity subaccounts often present higher costs and expenses, with certain of these funds and annuities charging fees that fluctuate with their performance. Please refer to the fund or annuity subaccount prospectus for additional information on expenses and descriptions of the specific non- traditional and complex strategies utilized by such fund or annuity subaccount. Alternative investment strategies are not appropriate for all investors. You could lose money in money market funds. Although many money market funds classified as government funds (i.e., money market funds that invest 99.5% of total assets in cash and/or securities backed by the U.S government) and retail funds (i.e., money market funds open to natural person investors only) seek to maintain a stable $1.00 per share, they cannot guarantee they will do so. The price of other money market funds will fluctuate and when you sell shares they could be worth more or less than originally paid. Money market funds may, and in certain circumstances will, impose a fee upon the redemption of fund shares. Please review your money market fund’s prospectus to learn more about the use of redemption or liquidity fees. In addition, if a money market fund that seeks to maintain a stable $1.00 per share experiences negative yields, it also has the option of converting its stable share price to a floating share price, or to 8  strategy. While a UIT’s underlying portfolio is supervised, it is not actively managed and will hold, and may, when creating additional units, continue to buy, portfolio securities even if their outlook, market value or yields may have changed. for bankruptcy or Risks Relating to Differing Classes of Securities. Different classes of securities have different rights as creditor if the issuer reorganization. For example, files than bondholders’ rights generally are more favorable shareholders’ rights in a bankruptcy or reorganization. alternative For other risks relating to the particular strategy you hold in any Alternative Investment, see the offering materials for your Alternative Investment and, where available, the ADV Brochure for the manager of the Alternative Investment. Tax and Legal Considerations While mutual funds, ETFs, closed-end funds and annuities may at times utilize non-traditional investment options and strategies, they have different characteristics than unregistered privately offered alternative investments. Because of regulatory limitations, these funds or annuity subaccounts that seek alternative-like investment exposure must utilize a more limited spectrum of investments. As a result, investment returns and portfolio characteristics of alternative mutual funds, ETFs, closed-end funds and certain annuity subaccounts may materially vary from those of privately offered alternative investments pursuing similar investment objectives. They are also more likely to have relatively higher correlation with traditional market returns than privately offered investments. Moreover, Alternative Investments typically have limited liquidity with longer “lock-up” periods allowing them to pursue investment strategies without having to factor in the need to meet client redemptions. On the other hand, mutual funds typically must meet daily client redemptions. This differing liquidity profile can have a material impact on the investment returns generated by a mutual fund pursuing an alternative investing strategy compared with an Alternative Investment pursuing the same strategy. Your Financial Advisor may agree with you to implement an investment strategy that you developed and that you believe is sensitive to your particular tax situation. You need to develop any such strategy in consultation with a qualified tax adviser. Certain tax-sensitive strategies can involve risks. Among others, tax-efficient management services involve an increased risk of loss because your account may not receive the benefit (e.g., realized profit, avoided loss) of securities transactions that would otherwise take place in accordance with your Financial Advisor’s investment management decisions for the account. Replacing an Alternative Investment manager may result in sales of securities and subject you to additional income tax obligations. Non-traditional investment options and strategies are often employed by a portfolio manager to further such fund’s or annuity’s investment objective and to help offset market risks. However, these features are complex, making it more difficult to understand such fund’s or annuity’s essential characteristics and risks, and how it will perform in different market environments and over various periods of time. They can also expose the mutual fund, ETF, closed-end fund or annuity to increased volatility and unanticipated in complex risks particularly when used combinations and/or accompanied by the use of borrowing or “leverage.” Risks Relating to Options. Before engaging in the purchase or sale of options, investors should understand the nature of and extent of their rights and obligations and be aware of the risks involved, including, without limitation, the risks pertaining to the business and financial condition of the issuer of the underlying security or instrument. When selling cash secured puts, you have the potential to lose money if the equity underlying the put option declines in value, with your maximum loss occurring if the value of the equity declines to zero. An option buyer (holder) runs the risk of losing the entire amount paid for the option in a relatively short period of time. An option writer (seller) faces the risk that the short option position may be assigned at any time during the life of the option, including the day the option was written, regardless of the in- or out-of-the money status of the position. If the short call option is assigned, the writer must deliver the underlying security. Options investing, like other forms of investing, involves tax considerations, and transaction costs that can significantly affect the profit and loss of buying and writing options. This section is not intended to enumerate all of the risks entailed in investing in options. For additional information on the risks of investing in options, please review the “Characteristics and Risks of Standardized Options” (“ODD”) published by the Options Clearing Corporation, which is available from your Financial Advisor. Risks Relating to Unit Investment Trusts. UITs invest in underlying securities pursuant to their investment objective and Investment in Alternative Investments and MLPs entails different risks, including tax risks, than is the case for other types of investments. Investors in MLPs hold “units” of the MLP (as opposed to a share of corporate stock) and are technically partners in the MLP. Investors in Alternative Investments typically hold “interests” of the Alternative Investments (as opposed to a share of corporate stock) and may be technically partners in the Alternative Investments. Holders of MLP units or Alternative Investments are also exposed to the risk that they will be required to repay amounts to the MLP or Alternative Investment that are wrongfully distributed to them. Almost all MLPs have chosen to qualify for partnership tax treatment. Similarly, many Alternative Investments operate in a partnership structure and choose to qualify for partnership tax treatment. Partnerships do not pay U.S. federal income tax at the partnership level. Rather, each partner of a partnership, in computing its U.S. federal income tax liability, must include its allocable share of the partnership’s income, gains, losses, deductions, expenses and credits. A change in current tax law, or a change in the business of a given MLP or Alternative Investment, could result in an MLP or Alternative Investment being treated as a corporation for U.S. federal income tax purposes, which would result in such MLP or Alternative Investment being required to pay U.S. federal income tax on its taxable income. The classification of an MLP or Alternative Investment as a corporation for U.S. federal income tax purposes would have the effect of reducing the amount of cash available for distribution by the MLP or Alternative Investment and could cause any such distributions received by the investor to be taxed as dividend income. If you have any questions about the tax 9  aspects of investing in an MLP or Alternative Investment, please discuss with your tax advisor. Investors in MLPs or Alternative Investments will receive a Schedule K-1 for each MLP or Alternative Investment in the portfolio, so they will likely receive numerous Schedule K-1s. Investors will need to file each Schedule K-1 with their federal tax return. Also, investors in MLPs or Alternative Investments may be required to file state income tax returns in states where the MLPs or Alternative Investments operate. Since some Schedule K-1s may not be provided until after the due date for the federal or state tax return, investors in MLPs or Alternative Investments may need to obtain an extension for filing their federal or state tax returns. Please discuss with your tax advisor how an investment in MLPs or Alternative Investments will affect your tax return. Tax laws impacting Alternative Investments or MLPs may change, and this could impact any tax benefits that may be available through investment in an MLP or Alternative Investment. The passive activity loss limitation rules also apply for purposes of calculating a Retirement Account’s UBTI, potentially limiting the amount of losses that can be used to offset the Retirement Account’s income from an unrelated trade or business each year. It should be noted that these rules are applied to publicly traded partnerships, such as MLPs, on an entity-by-entity basis, meaning that the passive activity losses generated by one MLP or Alternative Investment generally can only be used to offset the passive activity income (including unrelated traded or business income) from the same MLP or Alternative Investment. The passive activity losses generated by one MLP or Alternative Investment generally cannot be used to offset income from another MLP or Alternative Investment (or any other source). The disallowed losses are suspended and carried forwarded to be used in future years to offset income generated by that same MLP or Alternative Investment. However, once the Retirement Account disposes of its entire interest in the MLP or Alternative Investment to an unrelated party, the suspended losses can generally be used to offset any unrelated trade or business income generated inside the Retirement Account (including recapture income generated on the sale of the MLP or Alternative Investment interest, as well as income generated by other MLPs or Alternative Investments). For the reasons outlined below, where an otherwise tax exempt (such as a Retirement Account, charitable account organization, or other tax exempt or deferred account) is invested in a pass through entity (such as a MLP), the income from such entity may be subject to taxation, and additional tax filings may be required. Further, the tax advantages associated with these investments are generally not realized when held in a tax-deferred or tax exempt account. Please consult your own tax advisor, and consider any potential tax liability that may result from such an investment in an otherwise tax exempt account. In calculating the tax, trust tax rates are applied to the Retirement Account’s UBTI (i.e., unrelated trade or business gross income less any applicable deductions, including the $1,000 specific deduction). In addition to the passive loss limitation rules noted above, other limitations may apply to the Retirement Account’s potential tax deductions. In order to file Form 990-T, the Retirement Account is required to obtain an Employer Identification Number (“EIN”) because the plan (and not the plan owner or fiduciary) owes the tax. State and local income taxes may also apply. Accordingly, Retirement Account investors (and their fiduciaries) should consult their tax and legal advisors regarding the federal, state, and local income tax implications of their investments. Similar rules apply to other tax-exempt organizations (e.g., charitable and religious organizations), except that certain differences may apply. For instance, the UBTI of most other tax- exempt organizations is taxable at corporate rates, unless the organization is one that would be taxed as a trust if it were not tax-exempt in which case its UBTI is taxable at trust rates. Also, the passive activity loss limitation rules do not apply to all tax- exempt organizations. Tax-exempt investors should consult their tax and legal advisors regarding the federal, state, and local income tax implications of their investments. Fees Earnings generated inside most qualified retirement plans, including defined benefit pension plans, defined contribution plans and individual retirement accounts, are generally exempt from federal income taxes; however, certain investments made by Retirement Accounts may generate taxable income referred to as “unrelated business taxable income” (“UBTI”) that is subject to taxation at trust rates. Generally, passive types of income (when not financed with debt) such as dividends, interest, annuities, royalties, most rents from real property, and gains from the sale, exchange or other disposition of property (other than inventory or property held for sale in the ordinary course of a trade or business) do not generate UBTI. Active income associated with operating a trade or business, however, may constitute UBTI to an otherwise tax exempt investor such as a Retirement Account. In addition, UBTI may also be received as part of an investor’s allocable share of active income generated by a pass-through entity, such as partnerships (including limited partnerships and MLPs), certain trusts, subchapter S corporations, and limited liability companies that are treated as disregarded entities, partnerships, or subchapter S corporations for federal income tax purposes. In the CGA program, the client pays a wrap fee to MSWM (the “MSWM Fee”), which covers MSWM investment advisory services, custody of securities, trade execution with or through MSWM, as well as compensation to any Financial Advisor. You will also pay the Platform Fee (described below), which is separate from (and in addition to) the MSWM Fee. if the same individual is If more than $1,000 of unrelated trade or business gross income is generated in a tax year, the Retirement Account’s custodian or fiduciary (on behalf of the Retirement Account) must file an Exempt Organization Business Income Tax Return, Form 990-T. With respect to an individual investing through an IRA, in calculating the threshold amount and the Retirement Account’s UBTI for the year, each IRA is generally treated as a separate taxpayer, even the holder of multiple IRAs. Alternative Investments also have fees that are paid to the manager of the Alternative Investment. We do not pay the manager of the Alternative Investment any part of the fee that you pay to us. 10  subsequent billing quarter to be allocated to accounts as described above. You may pay the MSWM Fee by the following methods pursuant to the maximum fee stated below: an asset-based fee or, in some cases, CGA clients may negotiate an annual fixed dollar amount which is generally paid quarterly. Maximum Fee. The maximum annual MSWM Fee for CGA accounts is 2.00% of the market value of the eligible assets in the account. It is possible that the compensation paid to MSWM through the annual fixed dollar amount billing arrangement is greater than the maximum asset-based MSWM Fee charged by MSWM to clients who have selected that asset-based billing arrangement. Changing circumstances, such as market conditions, a shift in investments away from Investment Products that provide revenue or significant reallocation of investments to those that pay a lower amount of compensation will reduce the amount of Offset Revenue available to be credited. The amount of Offset Revenue available for crediting for any particular quarter will be reduced for the costs of third-party administrative expenses, if any, directly associated with the collection, calculation, and crediting of the Offset Revenue. Accounts will have no rights to the amounts of Offset Revenue collected by us until actually credited, including but not limited to amounts collected in a prior billing quarter. We can modify or discontinue the Offset Credit amount or mechanism at any time, but amounts collected by us prior to the effective time of any such change will be used to offset or reduce Platform Fees or Fees payable by accounts, but not necessarily the accounts that generated such Offset Revenue. We reserve the right to stop collecting Offset Revenue entirely at any time and, if we do not receive Offset Revenue, the Offset Credit will be $0. We have no obligation to attempt to maximize the collection of Offset Revenue during the time in which we are collecting it. Platform Fee. You will be charged a Platform Fee for the various support and administrative services we provide to maintain the platform on which your account and the Program resides. The Platform Fee is a 0.035% annual asset-based fee. The Platform Fee is in addition to the MSWM Fee, is non-negotiable and is generally applicable to all CGA accounts, except for Retirement Accounts covered by Title I of ERISA, including for example, certain Simplified Employee Pension (“SEPs”) accounts, and SIMPLE IRAs, 529 plans and accounts we classify as institutional. The MSWM Fee and the Platform Fee shall be collectively referred to as the “Fee.” Provisions and conditions of the Fee as described in this section generally apply to the Platform Fee with one exception; the Platform Fee is paid quarterly in arrears based solely on the closing market value of the assets in the account on the last business day of the billing quarter and will become due within fifteen (15) business days after the end of the billing quarter. An account that is not subject to the Platform Fee during a billing quarter will not receive the Offset Credit for that billing quarter. As the Offset Credit is applied based on account value and not actual Investment Product holdings, accounts holding little to no Investments Products (or Investments Products that pay lessor amounts of Offset Revenue) will disproportionally benefit from the credit applied. This is generally mitigated by subjecting those accounts to the Platform Fee. Additionally, Offset Revenue is not collected with respect to investments held in accounts that are not subject to the Platform Fee, Retirement Accounts covered by Title I of ERISA, 529 plans and accounts we classify as institutional. Offset to the Platform Fee. We collect revenue from certain Investment Product providers (“Offset Revenue”) but which we credit to accounts subject to the Platform Fee, regardless of any Investment Product holdings or investments. Crediting this Offset Revenue to accounts subject to the Platform Fee is designed to address conflicts of interest associated with collecting the Offset Revenue from applicable Investment Product providers. For mutual funds, non-sweep money market funds, alternative investments, and certain ETFs, the Offset Revenue generally includes, as applicable, revenue share, support fees, and/or mutual fund administrative services fees, as discussed below. Additions and Withdrawals; Refund on Account Termination. You may make additions into the account at any time, subject to our right to terminate the account. Additions may be in cash, Alternative Investments, Funds, stocks, or bonds, provided that we reserve the right to decline to accept particular securities into the account or impose a waiting period before certain securities may be deposited. We may accept other types of securities for deposit at our discretion. You understand that if Alternative Investments or Funds are transferred or journaled into the account, you will not recover the front-end sales charges previously paid and/or may be subject to a contingent deferred sales charge, as applicable, or redemption or other fee based on the length of time that you have held those securities. Each billing quarter, we will allocate proportionately such Offset Revenue we receive from these sources to accounts subject to the Platform Fee (“Platform Fee Accounts”). The amount of Offset Revenue we apply to a Platform Fee Account during any particular billing quarter is up to the amount of the Platform Fee charged to that Platform Fee Account for the same billing quarter (“Offset Credit”). We may require you to provide up to six (6) business days’ prior oral or written notice to your Financial Advisor of withdrawal of assets from the account, subject to the usual and customary securities settlement procedures. No Fee adjustment will be made during any billing period for withdrawals or deposits. No Fee adjustment will be made during any billing period for appreciation or depreciation in the value of account assets during that period. The Offset Credit will generally be applied within fifteen (15) business days after the end of the previous billing quarter and is generally intended to reduce the impact of the Platform Fee. The amount of the Offset Credit is expected to vary quarter to quarter and may be less than the Platform Fee charged to your account for any billing quarter. To the extent we collect more Offset Revenue in a billing quarter than the amount of the Platform Fee, we will carryover such excess (“Carry Over Credit”) and apply it to the 11  If the account is terminated by either party, you will be entitled to a prorated refund of any pre-paid MSWM Fee, based on the number of days remaining in the billing month after the date upon which notice of termination is effective. advance based on the account’s market value on the last business day of the previous billing month and is due promptly. This fee calculation does not apply if you pay us by annual fixed dollar amounts. Breakpoints. Fee rates may be expressed as a fixed rate applying to all assets in the account, or as a schedule of rates applying to different asset levels, or “breakpoints.” When the MSWM Fee is expressed as a schedule of rates corresponding to different breakpoints, discounts, if any, are negotiated separately for each breakpoint. The fee rate will be blended, meaning that as the value of account assets reaches the various breakpoints, the incremental assets above each threshold are charged the applicable rates. The effective fee rate for the account as a whole is then a weighted average of the scheduled rates and may change with the account asset level. Valuation of Account Assets. In computing the value of assets in the account, securities (other than Funds, Alternative Investments and annuities) traded on any national securities exchange or national market system shall be valued, as of the valuation date, at the closing price and/or mean bid and ask prices of the last recorded transaction on the principal market on which they are traded. Account assets invested in Funds registered as open-end mutual funds will be valued based on the Fund’s net asset value calculated as of the close of business on the valuation date, per the terms of the applicable Fund prospectus. Account assets invested in an annuity will be valued by the issuing insurance company, calculated as of the close of the prior business day or as otherwise provided for in the prospectus for the annuity. We will value any other securities or investments in the account in a manner we determine in good faith to reflect fair market value, and we may rely upon valuations from our affiliate Morgan Stanley & Co. LLC (MS&Co.) for certain securities, including collateralized loan obligations. Any such valuation should not be considered a guarantee of any kind whatsoever with respect to the value of the assets in the account. In valuing assets, we use information provided by recognized independent quotation and valuation services. We believe this information to be reliable but do not verify the accuracy of the information provided by these services. If any information provided by these services is unavailable or MSWM has determined is unreliable, we will value assets in a manner we determine in good faith to reflect fair market value. Accounts Related for Billing Purposes. When two or more investment advisory accounts are related together for billing purposes (“Billing Relationship”), you can benefit even more from existing breakpoints. If you have two accounts in the Billing Relationship, fees on Account #1 are calculated by applying your total assets (i.e., assets in Account #1 + assets in Account #2) to the Account #1 breakpoints. Because this amount is greater than the amount of assets solely in Account #1, you may have a greater proportion of assets subject to lower fee rates, which in turn lowers the average fee rate for Account #1. This average fee rate is then multiplied by the actual amount of assets in Account #1 to determine the dollar fee for Account #1. Likewise, the total assets are applied to the Account #2 breakpoints to determine the average fee rate for Account #2, which is then multiplied by the actual amount of assets in Account #2 to determine the dollar fee for Account #2. Fees are Negotiable. Fees for the CGA program are negotiable based on factors including the type and size of the account and the range of services provided by the Financial Advisor. In special circumstances, and with the client’s agreement, the MSWM Fee charged to the client for an account may be more than the maximum annual fee stated in this section. Only certain accounts can be included in a Billing Relationship, based on applicable rules and regulations and MSWM’s policies and procedures. Even where accounts are eligible to be related under these policies and procedures, they will only be included in a Billing Relationship if this is specifically agreed between you and your Financial Advisor. For more information about which of your accounts are grouped in a particular Billing Relationship, please contact your Financial Advisor. The MSWM Fee for your account may be (i) higher or lower than the fees that we would charge the account if you had purchased the services covered by the MSWM Fee separately; (ii) higher or lower than the fees that we charge other clients, depending on, among other things, the extent of services provided to those clients and the cost of such services; and (iii) higher or lower than the cost of similar services offered through other financial firms. When Fees are Payable. Fees are payable as described in the Account Agreement and in this Brochure. In ERISA Fee Disclosure for Qualified Retirement Plans. accordance with Department of Labor regulations under Section 408(b)(2) of ERISA, MSWM is required to provide certain information regarding our services and compensation to assist fiduciaries and plan sponsors of those retirement plans that are subject to the requirements of ERISA in assessing the reasonableness of their plan’s contracts or arrangements with us, including the reasonableness of our compensation. This information is provided to you at the outset of your relationship with us and is set forth in this Brochure and in your Account Agreement. It is also provided at least annually to the extent that there are changes to any investment- related disclosures for services provided as a fiduciary under ERISA. “Client Referrals Generally, the initial Fee is due in full on the date you open your account at MSWM and is based on the market value of assets in the account on or about that date. The initial Fee payment generally covers the period from the opening date through (at your or your Financial Advisor’s election) the last day of the applicable billing period and is prorated accordingly. However, in certain circumstances where inception date occurs at the end of a monthly billing period, the initial Fee shall cover the period from the inception date through the last day of the next full billing period and is prorated accordingly. Thereafter, the Fee is paid monthly in Other. Because the program described in this Brochure does not involve third party investment managers, we receive the entire MSWM Fee (except for referral payments as described in and Other Item 9 below under Compensation”), and we pay your Financial Advisor a portion 12  C. Additional Fees of the entire MSWM Fee. See Item 4D below (“Compensation to Financial Advisors”) for more information. B. Comparing Costs If you open an account in the CGA program described in this Brochure, you will pay us an MSWM Fee which covers investment advisory services, custody of securities, trade execution with or through MSWM, as well as compensation to any Financial Advisor. You also pay the Platform Fee as described above. The MSWM Fee does not cover: • the costs of investment management fees and other expenses charged by Alternative Investments, Funds, UITs and annuities (see below for more details); • income, over-the-counter equity, and The primary service that you are purchasing in the CGA program described in this Brochure is your Financial Advisor providing advice to help you evaluate your investment objectives and risk tolerance and enable you to invest in a broad range of eligible assets. Cost comparisons are difficult because this particular type of service is not offered in other CG programs. Depending on the level of trading and types of securities purchased or sold in your account, if purchased separately, you may be able to obtain transaction execution at a higher or lower cost at MSWM or elsewhere than the MSWM Fee in this program. However, such transactions may not be executed on a non-discretionary basis in other types of CG programs. Commissions from trading on a non- discretionary basis in a brokerage account may be higher or lower than the fees you pay depending on the level of trading. Clients who have a low level of trading and do not require investment advisory services may be able to obtain transaction execution at a lower cost in a brokerage account. “mark-ups,” “mark-downs,” and dealer spreads, if any (A) that MSWM or its affiliates (including MS&Co) receive when acting as principal in certain transactions where permitted by law or (B) that other broker-dealers receive when acting as principal in certain transactions effected through MSWM and/or its affiliates acting as agent, which is typically the case for dealer market transactions (e.g., fixed foreign exchange (“FX”) conversions in connection with purchases or sales of FX-denominated securities and with payments of principal and interest dividends on such securities); • brokerage commissions or other charges resulting from transactions not effected through MSWM or its affiliates; • MSWM account establishment or maintenance fees for IRA accounts and Versatile Investment Plans (“VIP”), which are described in the respective IRA and VIP account and fee documentation (which may change from time to time); • account closing/transfer costs; • processing fees; If you change your brokerage account to a fee-based advisory account, to the extent your brokerage account held class C mutual fund shares for five years or longer, these shares would likely have converted to load-waived (lower cost) Class A shares in the near future, thereby significantly reducing the ongoing internal mutual fund expenses you would have paid to hold them in your brokerage account. By changing your account from a brokerage account into a fee-based advisory account, your mutual fund shares will convert to the advisory share class (if available), which, in general will further lower overall costs. However, in exchange for advisory services you will receive, you will pay an additional asset-based fee which you would not pay in a brokerages account. • certain other costs or charges that may be imposed by third parties (including, among other things, odd-lot differentials, transfer taxes, foreign custody fees, exchange fees, supplemental transaction fees, regulatory fees and other fees or taxes that may be imposed pursuant to law); and/or • interest charged to the account should the account have a trade-related debit balance. Funds in Advisory Programs In a brokerage account, you would not receive the investment advisory services described in this Brochure. If you participate in the CGA program, you pay a fee, based on the market value of the account, for a variety of services and accordingly could pay more or less for such services than if you purchased such services separately (to the extent that such services would be available separately to you). Furthermore, the same or similar services to those available in the CGA program may be available at a lower fee in programs offered by other investment advisors. For certain investment styles there may be a mutual fund offered by the same investment management firm and, therefore, the underlying investments in the mutual fund may be substantially identical as those in an Alternative Investment. CRS (Client Relationship Summary) which is available Investing in strategies that invest in mutual funds, non-sweep money market funds, closed-end funds and ETFs (collectively referred to in this Funds in Advisory Programs Section as “Funds”) is more expensive than other investment options offered in your advisory account. In addition to our Fee, you pay the fees and expenses of the Funds in which your account is invested. Fund fees and expenses are charged directly to the pool of assets the Fund invests in and are reflected in each Fund’s net asset value. These fees and expenses are an additional cost to you that is embedded in the price of the Fund, and therefore, are not included in the fee amount in your account statements. Each Fund expense ratio (the total amount of fees and expenses charged by the Fund) is stated in its prospectus. The expense ratio generally reflects the costs incurred by shareholders during the Fund’s most recent fiscal reporting period. Current and future expenses may differ from those stated in the prospectus. You should consider these and other differences when deciding whether to invest in an investment advisory or a brokerage account and, if applicable, which advisory programs best suit your individual needs. For more information about the differences between brokerage and advisory accounts, please refer to our Form at www.morganstanley.com/adv as well as the document entitled “Understanding your Brokerage and Investment Advisory Relationships” at: http://www.morganstanley.com/wealth- relationshipwithms/pdfs/understandingyourrelationship.pdf. You do not pay any sales charges for purchases of Funds in the program described in this Brochure. However, some mutual 13  funds may charge, and not waive, a redemption fee on certain transaction activity in accordance with the policies described in the applicable prospectus. order to mitigate this conflict, Financial Advisors do not receive additional compensation for recommending proprietary and/or affiliated Alternative Investments. Additionally, affiliated Alternative Investments and sponsors are generally subject to the same economic arrangements with MSWM as those that MSWM has with third-party managers. MSWM shall not be responsible for any misstatement or omission or for any loss attributable to such misstatement or omission contained in any Fund prospectus, fact sheet or any other disclosure document provided to us for distribution to clients. MSWM also receives the following fees and payments in connection with your investment in a Fund. Alternative Investments in Advisory Programs Support Fees and Mutual Fund Administrative Services Fees. MSWM receives a support fee, also called a revenue sharing payment from the sponsors of mutual funds, non-sweep money market funds, and actively- managed ETFs that Financial Advisors can recommend for purchase (but not, for example passively-managed ETFs that seek to track the performance of a market index). Revenue-sharing payments are generally paid out of such a fund’s sponsor or other affiliate’s revenues or profits and not from the applicable fund’s assets. We charge revenue sharing fees on client account holdings in such funds generally according to a tiered rate that increases along with those funds’ management fee, so that sponsors pay lower rates on funds with lower management fees than on those with higher management fees. The rate ranges up to a maximum of 0.12% per year ($12 per $10,000 of assets) for mutual funds and applicable ETFs, and up to 0.10% ($10 per $10,000 of assets) for non-sweep money market funds. Investing in Alternative Investments is generally more expensive than certain other investment options offered in other advisory programs. In addition to our MSWM Fee, you pay the fees and expenses of the Alternative Investments in which your account is invested. Such fees and expenses are charged directly to the pool of assets in which the Alternative Investments invest. These fees and expenses are an additional cost to you and are not included in the fee amount in your account statements. Each Alternative Investment describes their fees in its offering materials. Current and future expenses may differ from those stated in the offering materials. the advisory program covered by MSWM also receives compensation from mutual funds for providing certain recordkeeping and related administrative services to the funds. For example, we process transactions with mutual fund families on an omnibus basis, which means we consolidate our clients’ trades into one daily trade with the fund, and therefore maintain all pertinent individual shareholder information. For these services, mutual funds pay 0.10% per year ($10 per $10,000) on mutual fund assets held by investors in this Brochure. Administrative services fees may be viewed in part as a form of revenue-sharing if and to the extent they exceed what the mutual fund would otherwise have paid for these services. Certain Alternative Investments available in the CGA program discount the fees charged to you as a result of your participation in an advisory program. On termination of your advisory account for any reason, or the transfer of the Alternative Investment interests out of your advisory account, we will inform the Alternative Investment managers of the termination of your participation in the CGA program and seek to convert any advisory interests of Alternative Investments into interests that are available in non- advisory accounts or we may seek to have these advisory interests redeemed. Non-advisory interests generally have higher fees and expenses than the corresponding advisory interests, which may increase the cost of your investment and negatively impact investment performance. As discussed herein, all of the support fees and/or administrative services compensation we collect from mutual funds, non-sweep money market funds, and/or actively managed ETFs or their affiliated service providers with respect to investment advisory assets is returned to clients in the form of a fee offset. See the section above titled “Offset to the Platform Fee” for more information and eligibility to receive an offset. In most instances, MSWM is entitled to receive fee payments from the Alternative Investment manager or its affiliates in connection with investments held by non-advisory clients. Therefore, MSWM has a conflict of interest in recommending Alternative Investments in the CGA program, from which MSWM may receive fee payments outside of this program, over other securities where there are no such payments. including, Notwithstanding the foregoing, MSWM does not receive such payments in relation to those clients that are covered by Title I of ERISA, for example, certain SEPs and SIMPLE IRAs. You do not pay any sales charges for purchases of Alternative Investments in the CGA program. However, some Alternative Investments may charge, and not waive, a redemption fee on certain transaction activity in accordance with their offering materials. Certain Alternative Investments are sponsored or managed by, or receive other services from, MSWM and its affiliates, which include, but are not limited to, Morgan Stanley Investment Management, Eaton Vance, Boston Management and Research, Calvert Research and Management, Atlanta Capital Management Company and Parametric Portfolio Associates. MSWM or the affiliated sponsor or manager (or other service provider) receive additional investment management fees and/or other fees from these Alternative Investments. Therefore, MSWM has a conflict to recommend MSWM-affiliated Alternative Investments. In Expense Payments and Fees for Data Analytics. MSWM provides Fund families with opportunities to sponsor meetings and conferences and grants them access to our branch offices and Financial Advisors for educational, marketing and other promotional efforts. Some Fund representatives work closely with our branch offices and Financial Advisors to develop business strategies and support promotional events for clients and prospective clients, and educational activities. Some Fund families or their affiliates reimburse MSWM for certain expenses incurred in connection with these promotional efforts, client seminars and/or training programs. Fund families 14  compensation in the form of commissions and other fees for providing traditional brokerage services, including related research and advisory support, and for purchases and sales of securities in Fund portfolios. We and/or our affiliates also receive other compensation for certain Funds for financial services performed for the benefit of such Funds, including but not limited to providing stand-by liquidity facilities. Providing these services may give rise to a conflict of interest for Morgan Stanley or its affiliates to place their interests ahead of those of the Funds by, for example, increasing fees or curtailing services, particularly in times of market stress. independently decide if and what they will spend on these activities, with some Fund families agreeing to make substantial annual dollar amount expense reimbursement commitments. 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. For more information regarding the payments MSWM receives from Fund families, please refer to the brochures titled “Mutual Fund Features, Share Classes and Compensation” and “ETF Revenue Sharing, Expense Payments and Data Analytics” (together, the “Mutual Fund and ETF Brochures”), which can be found at https://www.morganstanley.com/disclosures. The Mutual Fund and ETF Brochures are also available from your Financial Advisor on request. Morgan Stanley prohibits linking the determination of the amount of brokerage commissions and/or fees charged to a Fund to the aggregate values of our overall Fund-share sales, client holdings of the Fund or to offset the revenue-sharing, administrative service fees, expense reimbursement and data analytics fees described above. Financial Advisors and their Branch Managers receive no additional compensation as a result of these payments received by Morgan Stanley. Fund family representatives are allowed to occasionally give nominal gifts to Financial Advisors, and to occasionally entertain Financial Advisors (subject to an aggregate entertainment limit of $1,000 per employee per Fund family per year). MSWM’s non- cash compensation policies set conditions for each of these types of payments, and do not permit any gifts or entertainment conditioned on achieving any sales target. their Branch Managers do not In addition, we generally seek to be reimbursed for the associated operational and/or technology costs of adding an/or maintaining Funds on our platform. These flat fees are paid by Fund sponsors or other affiliates (and not the Funds). Financial receive Advisors and compensation for recommending Funds that have reimbursed Morgan Stanley for our costs. MSWM also provides Fund families with the opportunity to purchase data analytics regarding Fund sales. The amount of the fee depends on the level of data. We also offer sponsors of passively managed ETFs a separate transactional data fee and offer sponsors of alternative investments a separate data analytics fee. Additional fees apply for those Fund families that elect to purchase supplemental data analytics regarding other financial product sales at MSWM. For more information regarding these payments, as well as others, please refer to the Mutual Fund and ETF Brochures described above. Conflicts of Interest Regarding the Above Described Fees and Expense Payments Affiliated Funds. Certain Funds are sponsored or managed by, or receive other services from, MSWM and its affiliates, which include but are not limited to, Morgan Stanley Investment Management Inc. (“MSIM”), Eaton Vance Management (“EVM”), Boston Management and Research, Calvert Research and Management, Atlanta Capital Management Company and Parametric Portfolio Associates. MSWM or the affiliated sponsor (or other service provider) receives additional investment management fees and other fees from these Funds. Therefore, MSWM has a conflict to recommend MSWM proprietary and/or affiliated Funds. In order to mitigate this conflict, Financial Advisors do not receive additional compensation for recommending proprietary and/or affiliated funds. Additionally, affiliated Funds and sponsors are subject to the same economic arrangements with MSWM as those that MSWM has with third-party Funds. To the extent that affiliated Funds are offered to and purchased by Retirement Accounts, the fee on any such Retirement Account will be reduced or offset by the amount of the fund management fee, shareholder servicing fee and distribution fee that we, or our affiliates, receive in connection with such Retirement Account’s investment in such affiliated Fund. The above-described fees present a conflict of interest for Morgan Stanley and our Financial Advisors to promote and recommend those Funds that make these payments rather than other eligible investments that do not make these or similar payments. Further, in aggregate, we receive significantly more support from participating revenue sharing sponsors and mutual funds that pay administrative services fees with the largest client holdings at our firm, as well as those sponsors that provide significant sales expense payments and/or purchase data analytics. This in turn could lead Morgan Stanley and/or our Financial Advisors and Branch Managers to focus on those Fund families. In addition, since our revenue sharing support fee program utilizes rates that are higher for Funds with higher management fees, we have a conflict of interest to promote and recommend Funds that have higher management fees. In order to mitigate these conflicts, Financial Advisors in advisory programs and their Branch Managers do not receive additional compensation as a result of the support fees, mutual fund administrative service fees and data analytics payments received by Morgan Stanley. Moreover, as noted above, the support fees and administrative services fees are collected and credited to Program accounts. Other Compensation Morgan Stanley or its affiliates receive, from certain Funds, Mutual Fund Share Classes. Mutual funds typically offer different ways to buy fund shares. Some mutual funds offer only one share class while most funds offer multiple share classes. Each share class represents an investment in the same mutual fund portfolio, but assesses different fees and expenses. Many mutual funds have developed specialized share classes designed for various advisory programs (“Advisory Share Classes”). In general, Advisory Share Classes are not subject to either sales loads or ongoing marketing, distribution and/or service fees 15  UIT Fees and Expenses. In addition to the MSWM Fee, you will pay the UIT’s fees and expenses, which are charged directly to the pool of assets in the UIT and are reflected in the unit price. Because UIT fees and expenses vary, it is important to consider the fees and expenses charged by each UIT when making an investment. A UIT’s fees and expenses are stated in its prospectus and generally include, among others, creation and development fees (“C&D fees”), organization costs, trustee fees and ongoing operating expenses. These fees generally range from 0.25 to 1.85% depending on the strategy. (often referred to as “12b-1 fees”), although some will assess fees for record keeping and related administrative services, as disclosed in the applicable prospectus. MSWM typically utilizes Advisory Share Classes that compensate MSWM for providing such recordkeeping and related administrative services to its advisory clients. However, our fees for these services are included in the Offset Credit which is applied to the Platform Fee for the benefit of clients, as described above. If you wish to purchase other types of Advisory Share Classes, such as those that do not compensate intermediaries for record keeping and administrative services, which generally carry lower overall costs and would thereby increase your investment return, you will need to do so directly with the mutual fund or through an account at another financial intermediary. Please note, we may offer non-Advisory Share Classes of mutual funds (i.e., those that are subject to 12b-1 fees) if, for example, a fund does not offer an Advisory Share Class that is equivalent to those offered here. In such instance, MSWM will rebate directly to the clients holding such fund any such 12b-1 fees that we receive. Once we make an Advisory Share Class available for a particular mutual fund, clients can only purchase the Advisory Share Class of that fund. C&D fees, which vary among UITs, compensate UIT sponsors for determining a UIT’s investment objectives and selecting portfolio securities. C&D fees are generally paid in full at the close of a UIT’s initial offering period regardless of how long an investor holds the UIT. Some UITs, however, charge C&D fees that are assessed as a percentage of the average daily net assets of the UIT (i.e., a “Daily Accrued Fee”), which means that an investor will only pay C&D fees for the time they are invested. As a result, in addition to the size of a UIT’s C&D fees, you should consider whether it is possible to invest in a UIT that has a Daily Accrued C&D fee. If you invest in a UIT that has a Daily Accrued C&D fee, as well as a UIT that does not, you should consider the impact of such C&D fees when deciding to redeem your UIT investments. Further, note that some UITs do not have C&D fees at all. If you hold non-Advisory Share Classes of mutual funds in your advisory account or seek to transfer non-Advisory Share Classes of mutual funds into your advisory account, MSWM (without notice to you) will convert those shares to Advisory Share Classes to the extent they are available. This will typically result in your shares being converted into a share class that has a lower expense ratio, although exceptions are possible. Subject to limited exceptions, any fees that you pay while holding non-Advisory Share Classes (e.g., sales loads, 12b-1 fees, etc.) will not be offset, rebated or refunded to you when your non-Advisory Share Class is converted into an Advisory Share Class. With respect to organization costs, which also vary among UITs, please keep in mind that a UIT’s organization costs are generally paid in full at the close of a UIT’s initial offering period. As a result, you will pay the full amount of any such organization costs even if you redeem your position in the UIT prior to the UIT’s termination date. Upfront organizational costs can be significant, representing 1/3 or more of the total expense of owning a UIT. On termination of your advisory account for any reason, or the transfer of mutual fund shares out of your advisory account, we will convert any Advisory Share Classes of funds into a share class that is available in non-advisory accounts or we may redeem these fund shares altogether. Non-Advisory Share Classes generally have higher operating expenses than the corresponding Advisory Share Class, which will increase the cost of investing and negatively impact investment performance. If you purchased the securities held by the UIT instead of purchasing the UIT, you would not be subject to the UIT’s fees and expenses. Rather, you would only be subject to the MSWM Fee because the program described in this Brochure does not impose separate brokerage commissions if you execute through MSWM or its affiliates. You should discuss with your Financial Advisor whether you should purchase the securities held by a UIT rather than purchasing the UIT itself. Note, the amount of securities held by the UIT, among other reasons, might make this impractical. For more information, please refer to the Mutual Fund and ETF Brochures described above. UITs in Advisory Programs MSWM offers UITs sponsored by unaffiliated UIT providers, as well as UITs sponsored by MSWM. This presents a conflict of interest for MSWM and our Financial Advisors to the extent they lead us to focus on proprietary UITs instead of unaffiliated UITs. In order to mitigate this conflict, Financial Advisors and their Branch Office Managers do not receive additional compensation for recommending proprietary UITs. Investing in Unit Investment Trusts (“UITs”) is typically more expensive than other investment options offered in your advisory account. A UIT is an SEC-registered investment company that issues redeemable securities and invests in a portfolio of bonds and/or equity securities according to a specific investment objective or strategy. Generally, a UIT’s portfolio is not actively traded and follows a “buy and hold” strategy, investing in a static portfolio of securities for a specified period of time, regardless of market conditions. At the end of the specified period, UITs terminate and all remaining portfolio securities are sold. Redemption proceeds are then paid to investors. Holding UITs in Advisory and Brokerage Programs. It is important that you understand the differences in which fees and charges are assessed on UITs held in advisory accounts, as opposed to those purchased in traditional brokerage accounts. When you purchase a UIT in an advisory account, the value of the UIT will be included in the calculation of your MSWM Fee, but you will not be assessed sales charges that apply to UITs 16  purchased in brokerage accounts. These facts present a conflict of interest for MSWM and our Financial Advisors to the extent they lead us to focus on UITs from those sponsors, including MSWM, that commit significant financial and staffing resources to promotional and educational activities and/or purchase sales data analytics instead of UITs from sponsors that do not. In order to mitigate this conflict, Financial Advisors and their Branch Office Managers do not receive additional compensation for recommending UITs from sponsors that provide significant sales and training support and/or purchase data analytics. If the amount of the MSWM Fee plus the UIT’s fees and expenses exceeds the total fee for the same or similar UIT if purchased in a traditional brokerage account, you will pay more for the UIT held in your advisory account over the life of the investment. Your Financial Advisor will not receive a selling commission on your purchase of the UIT in an advisory account. Instead, your Financial Advisor will receive a portion of the MSWM Fee, which will include the value of the UIT, together with other eligible assets. You should carefully consider the costs you will pay and the services you will receive when deciding to purchase a UIT or any other investment product in either an advisory or brokerage account. For example, it may make sense to hold a UIT in an advisory account if: • UIT sponsor representatives are allowed to provide funding for client/prospect seminars, employee education and training events, an occasional meal and entertainment and gifts. MSWM’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. you appreciate the flexibility to redeem your UIT units prior to the termination date without paying a deferred sales charge; and/or • Annuities (Variable, Registered Index Linked, Fixed Index) in Advisory Programs you value the service that your Financial Advisor would provide by advising you on your entire portfolio in your advisory account (including UITs). Conversely, it would make sense to hold a UIT in a brokerage account if: • you are confident that it is unlikely that you will redeem your UIT units prior to the termination date, and/or • you feel that the relatively static “buy and hold” nature of UITs would not justify the additional expense of holding them in an advisory account. Investing in annuities may be more expensive than other investment options offered in your advisory account. An annuity is a contract between you and an insurance company, where the insurance company agrees to make periodic payments to you sometime in the future. Annuities offer features not generally found in other types of investment products, such as tax deferred earnings (not a benefit when purchased within an Individual Retirement Account or other tax qualified retirement account), death benefit protection options, living benefit protection options, lifetime income options and other features. For more information about the differences between advisory and brokerage accounts, please review the document titled “Understanding Your Brokerage and Investment Advisory Relationships” available at http://www.morganstanley.com/wealth- relationshipwithms/pdfs/understandingyourrelationship.pdf. Variable annuities, excluding any fixed subaccounts available within the contract, are held in insurance company separate accounts which are segregated from the insurance company’s general account and other assets for accounting and reporting purposes, and are insulated from claims of the insurance company’s general account. Registered Index Linked and Fixed Index Annuities are held in the insurance company’s general account. it provides as applicable under Access to Branches, Expense Payments and Data Analytics Fees. MSWM provides UIT sponsors, many of which also sponsor other investment products such as mutual funds and exchange-traded funds, with opportunities to sponsor meetings and conferences and grants them access to our branch offices and Financial Advisors for educational, marketing and other promotional efforts. Some UIT sponsors also work closely with our branch offices and Financial Advisors to develop business strategies and plan promotional events for clients and prospective clients and educational activities. UIT sponsors or their affiliates, with regard to UITs or other investment products offered through MSWM, make payments to MSWM in connection with these promotional efforts to reimburse MSWM for expenses incurred for sales events and training programs as well as client seminars, conferences and meetings. UIT sponsors also invite our Financial Advisors to attend events. Expense payments may include meeting or conference facility rental fees and hotel, meal and travel charges. In addition, MSWM provides UIT sponsors with the opportunity to purchase sales data analytics regarding UITs and other investment products. Annuities, where applicable, charge a mortality and expense fee that compensates the issuing insurance company for the administrative and distribution costs as well as certain insurance- based guarantees the contract. Annuities, where applicable, charge investment fees that are paid to the underlying investment adviser for your chosen subaccounts. Annuities, where applicable, also charge an additional fee for any optional death benefit riders and/or living benefit riders that you select (e.g., enhanced death benefit, withdrawal benefits, income benefits). In general, annuities that are available for purchase in an advisory account have lower mortality and expense fees than similar annuities from the same issuing insurance company when the product is purchased in a traditional brokerage account. The amount of the difference in mortality and expense fees is largely attributable to the portion of the mortality and expense fee that the issuing insurance company uses to pay selling commission to MSWM and your Financial Advisor in a traditional brokerage account. The fee for any optional death benefit riders and/or living benefit riders is generally the same whether the annuity is purchased in an advisory account or a traditional brokerage account because no 17  relationshipwithms/pdfs/understandingyourrelationship.pdf additional selling compensation is paid if you select an optional benefit rider. The fees charged by the annuity are stated in the brokerage or advisory annuity product prospectus, disclosure statement or contract summary, respectively. other promotional efforts. Insurance It is important that you understand the differences in the way in which fees and charges are assessed on annuity contracts held in advisory accounts and how those fees and charges differ when an annuity is purchased in a traditional brokerage account. When you purchase an annuity in an advisory account, the value of the annuity will be included in the calculation of your MSWM Fee. In addition to the MSWM Fee, you may pay mortality and expense fees (if applicable), investment fees and any optional death benefit rider and/or living benefit rider fees charged by the annuity. The MSWM Fee will be deducted from other assets in your CGA account, not the annuity subaccounts. responsibilities. Expense Payments and Fees for Data Analytics. MSWM provides approved insurance companies with opportunities to sponsor meetings and conferences and grants them access to our branch offices and Financial Advisors for educational, marketing and company representatives may also work closely with our branch offices and Financial Advisors to develop business strategies and plan promotional events for clients and prospective clients and educational activities. Insurance companies or their affiliates make payments to MSWM in connection with these promotional efforts to reimburse MSWM for expenses incurred for sales events and training programs as well as client seminars, conferences and meetings. Approved insurance companies may also invite our Financial Advisors to attend insurance company- sponsored events. Expense payments may include meeting or conference facility rental fees and hotel, meal and travel charges. MSWM seeks prepayment from approved insurance companies of up to $26,000 to help cover the costs associated with platform administration, regulatory compliance and other distribution In addition, MSWM seeks reimbursement from approved insurance companies, their parent or affiliated companies, or other service providers for the expenses incurred for various national, regional, and local training and education events and conferences held in the normal course of business. Approved insurance companies, their parent or affiliated companies, or other service providers independently decide if and what they will spend on these activities. The MSWM Fee likely will exceed the difference in the cost of an annuity purchased in an advisory account when compared to the similar annuity purchased through a traditional brokerage account. If the amount of MSWM Fee plus the sum of the annuity’s mortality and expense fee and any optional benefit rider fee exceeds the total fee for the same or similar annuity if purchased in a traditional brokerage account, you will pay more for the annuity held in your advisory account each year while you own the annuity. Your Financial Advisor will not receive a selling commission on your purchase of the annuity in an advisory account. Your Financial Advisor will receive a portion of the MSWM Fee which will include the value of the annuities, together with other eligible assets. You should carefully consider the costs you will pay and the services you will receive when deciding to purchase an annuity or any other investment product in either an advisory or brokerage account. Specifically, you should be aware that typically, holding an annuity in an advisory account will be more expensive than holding one in a brokerage account as described above. Notwithstanding this, it may make sense to hold an annuity in an advisory account if: MSWM also provides approved insurance companies with the opportunity to purchase supplemental sales data analytics. The amount of the fees depends on the level of data and the number of products covered. The current fee is up to $50,000 per year. Should an approved insurance company offer financial products in addition to annuities (e.g., mutual funds), approved insurance companies may purchase sales data analytics from MSWM on those financial products as well. • • you appreciate the flexibility to terminate the annuity contract in the early years of the contract, where surrender charges may materially impact contract performance (surrender charges for advisory annuity contracts are typically lower than for brokerage annuity contracts); and/or you value the service that your Financial Advisor would provide by advising you on your entire portfolio in your advisory account (including annuities). Conversely, it would make sense to hold an annuity in a brokerage account if: • you are confident that it is unlikely that you will terminate the annuity contract in the early years of the contract, and/or a revenue-sharing payment. Revenue • you feel that the relatively static “buy and hold” nature of annuity contracts would not justify the additional expense of holding them in an advisory account. For more information about the differences between advisory and brokerage accounts, please review the document titled “Understanding Your Brokerage and Investment Advisory Relationships” available at http://www.morganstanley.com/wealth- Administrative Services and Support Fees. MSWM and/or its affiliates receive compensation from approved insurance companies for providing certain administrative services and for including the insurance companies’ annuities on MSWM’s platforms. Administrative services fees may be viewed in part as a form of revenue-sharing if and to the extent they exceed what the insurance company would otherwise have paid for these services. Insurance companies currently pay fees on assets of up to 0.25% per year ($25 per $10,000) based upon the aggregate value of annuity assets, including assets invested in fixed rate sub-accounts within annuities held by investors in the advisory program covered by this Brochure. In addition, certain approved insurance companies pay an annual support fee of $500,000, also called sharing fees/payments are charged on client holdings in annuities based on the status of the insurance companies’ product offering on MSWM’s platforms. Insurance companies whose annuities we currently offer pay lower fees on assets than those insurance companies whose annuities we do not currently offer. Further, insurance companies that pay a lower fee on assets also pay the annual support fee. All of the support fees and administrative services compensation we collect from approved insurance companies with respect to investment advisory assets is returned 18  cause an affiliate to waive the amount of the investment management or sub-advisory fee attributable to such Retirement Account clients’ assets paid by the underlying funds or investment adviser to such affiliate. Cash Sweeps to clients in the form of a fee offset. See the section above titled “Offset to the Platform Fee” for more information and eligibility to receive an offset. Notwithstanding the foregoing, MSWM does not receive such payments in relation to those clients that are covered by Title 1 of ERISA, including for example, certain SEPs and SIMPLE IRAs. institutions (individually and collectively, Generally, some portion of your account will be held in cash. If MSWM acts as custodian for your account, it will effect “sweep” transactions of free credit balances in your account into interest-bearing deposit accounts (“Deposit Accounts”) established under the Bank Deposit Program (“BDP”). Under the BDP, funds will be automatedly deposited into Deposit Accounts established for you at one or more FDIC insured depository the “Sweep Banks.”) Conflicts of Interest Regarding the Above Described Fees and Payments Please note that the above-described fees and payments are specific to annuities, and that similar fees and payments are not assessed on other investments that are available in our advisory Programs. These facts present a conflict of interest for MSWM and our Financial Advisors to the extent they lead us to focus on annuities from those insurance companies that commit significant financial and staffing resources to promotional and educational activities instead of on annuities from insurance companies that do not purchase sales data analytics or do not commit similar resources to these activities. In order to mitigate this conflict, Financial Advisors and their Branch Office Managers do not receive additional compensation for recommending annuities offered by insurance companies that pay support fees or administrative services fees, purchase data analytics and/or provide significant sales and training support. Moreover, as noted above, the support fees and administrative services fees are rebated to clients. For most clients BDP will be the only available cash Sweep Vehicle (as defined below). The interest rates for BDP in your account will be tiered based upon the value of the BDP balances across your brokerage and advisory accounts. The BDP assets in your advisory accounts receive separate interest rates from deposits in your brokerage accounts and are set forth in: https://www.morganstanley.com/wealth-general/ratemonitor. Generally, the rate you will earn on BDP will be lower than the rate on other cash alternatives. In limited circumstances, such as clients ineligible for BDP, MSWM may sweep some or all of your cash into money market mutual funds (each, a Money Market Fund” and together with Deposit Accounts, “Sweep Vehicles”). These Money Market Funds are managed by MSIM or another MSWM affiliate. on our website It is important to note that free credit balances and allocations to cash including assets invested in Sweep Vehicles are included in your account’s fee calculation hereunder. and For further information regarding revenue sharing, support fees, the fees and charges borne by you, and how your Financial Advisor is compensated when you purchase an annuity in your advisory account, please refer to the document Understanding Variable Annuities or Understanding Fixed Annuities, which are available at http://www.morganstanley.com/auth/content/dam/msdotcom/en/ assets/pdfs/wealth-management- disclosures/understandingvariableannuities.pdf at https://www.morganstanley.com/content/dam/msdotcom/en/asset s/pdfs/wealth-management- disclosures/understanding_index_annuities.pdf, respectively. You acknowledge and agree that if you are eligible, the BDP will be your designated Sweep Vehicle. You further acknowledge and agree that the rate of return on the BDP may be higher or lower than the rate of return available on other available cash alternatives. MSWM is not responsible if the BDP has a lower rate of return than other available cash alternatives or causes any tax or other consequences. Clients that are considered Retirement Accounts should read the Exhibit to this Brochure (“Affiliated Money Market Funds Fee Disclosure Statement and Float Disclosure Statement”). receive additional compensation The custodian will effect sweep transactions only to the extent permitted by law and if you meet the eligibility criteria. Under certain circumstances (as described in the Bank Deposit Program Disclosure), eligible deposits in BDP may be sent to non- affiliated Sweep Banks. This additional sweep feature may provide enhanced FDIC coverage to you as well as funding value benefits to the Morgan Stanley Sweep Banks (as defined below). For eligibility criteria and more information on cash sweeps in general, please refer to the Bank Deposit Program Disclosure Statement which is available at: http://www.morganstanley.com/wealth- investmentstrategies/pdf/BDP_disclosure.pdf. Variable Annuity and Registered Index Linked Subaccounts Invested in Mutual Funds Managed or Sub Advised by a MSWM Affiliate Certain variable and registered index linked annuities contracts contain subaccounts that are invested in mutual funds managed or sub-advised by MSWM affiliates, including but not limited to, MSIM, Parametric Portfolio Associates LLC, EVM and their investment affiliates. Such affiliate receives investment management or sub-advisory fees for services provided to such mutual funds in which the variable and registered index linked annuity subaccounts (“affiliated subaccounts”) invest. Therefore, MSWM has a conflict in recommending variable and registered index linked annuities that contain affiliated subaccounts. In order to mitigate this conflict, Financial Advisors and their Branch Managers do not for recommending variable and registered index linked annuities containing affiliated subaccounts. Moreover, for CGA clients, MSWM may in its discretion, take one of the following actions: (1) allow only Non-Retirement Account clients to allocate to affiliated subaccounts, (2) make such affiliated subaccounts unavailable for CGA clients, or (3) with respect to Retirement Account clients, waive a portion of the MSWM Fee pertaining to such variable and registered index linked annuity subaccounts; or 19  with the reciprocal deposits, but the cost of that fee is not borne directly by Morgan Stanley clients. Conflicts of Interest Regarding Sweep Vehicles. If BDP is your Sweep Vehicle, you should be aware that the Sweep Banks may be affiliates of MSWM (the “Morgan Stanley Sweep Banks”). In such an event, the Morgan Stanley Sweep Banks will pay MSWM an annual account-based flat fee for the services performed by MSWM with respect to BDP. MSWM and the Morgan Stanley Sweep Banks will review such fee annually and, if applicable, mutually agree upon any changes to the fee to reflect any changes in costs incurred by MSWM. Your Financial Advisor will not receive a portion of these fees or credits. In addition, MSWM will not receive cash compensation or credits in connection with the BDP for assets in the Deposit Accounts for Retirement Accounts. Also, the Morgan Stanley Sweep Banks have the opportunity to earn income on the BDP assets through lending activity, and that income is usually significantly greater than the fees MSWM earns on affiliated Money Market Funds. Thus, MSWM, in its capacity as custodian, has a conflict of interest in connection with BDP being the default Sweep Vehicle, rather than an eligible Money Market Fund. The Morgan Stanley Sweep Banks have discretion in setting the interest rates paid on deposits received through BDP, and are under no legal or regulatory requirement to maximize those interest rates. The Morgan Stanley Sweep Banks and the non- affiliated Sweep Banks can and sometimes do pay higher interest rates on some deposits they receive directly than they pay on deposits received through BDP. This discretion in setting interest rates creates a conflict of interest for the Morgan Stanley Sweep Banks. The lower the amount of interest paid to customers, the greater is the “spread” earned by the Morgan Stanley Sweep Banks on deposits through BDP, as explained above. By contrast, money market funds (including Morgan Stanley affiliated money market funds) have a fiduciary duty to seek to maximize their yield to investors, consistent with their disclosed investment and risk-management policies and regulatory constraints. If your cash sweeps to a Money Market Fund, then the account, as well as other shareholders of the Money Market Fund, will bear a proportionate share of the other expenses of the Money Market Fund in which the account’s assets are invested. If your cash sweeps to a Money Market Fund, you understand that MSIM (or another MSWM affiliate) will receive compensation, including management fees and other fees, for managing the Money Market Fund. In addition, we receive compensation from such Money Market Funds at rates that are set by the funds’ prospectuses and currently range, depending on the program in which 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 Fund assets held by our clients. Please review your Money Market Fund’s prospectus to learn more about the compensation we receive from such funds. In addition, MSWM, the Morgan Stanley Sweep Banks and their affiliates receive other financial benefits in connection with the BDP. Through the BDP, each Morgan Stanley Sweep Bank will receive a stable, cost-effective source of funding. Each Morgan Stanley Sweep Bank intends to use deposits in the Deposit Accounts at the Morgan Stanley Sweep Banks to fund current and new businesses, including lending activities and investments. The profitability on such loans and investments is generally measured by the difference, or “spread,” between the interest rate paid on the Deposit Accounts at the Morgan Stanley Sweep Banks and other costs of maintaining the Deposit Accounts, and the interest rate and other income earned by the Morgan Stanley Sweep Banks on those loans and investments made with the funds in the Deposit Accounts. The cost of funds for the Morgan Stanley Sweep Banks of deposits through the sweep program in ordinary market conditions is lower than their cost of funds through some other sources, and the Morgan Stanley Sweep Banks also receive regulatory capital and liquidity benefits from using the sweep program as a source of funds as compared to some other funding sources. The income that a Morgan Stanley Sweep Bank will have the opportunity to earn through its lending and investing activities in ordinary market conditions is greater than the fees earned by us and our affiliates from managing and distributing the Money Market Funds available to you as a Sweep Vehicle. We have a conflict of interest as we have an incentive to only offer affiliated Money Market Funds in the BDP, as MSIM (or another MSWM affiliate) will receive compensation for managing the Money Market Fund. We also have a conflict of interest as we offer affiliated funds and share classes that pay us more compensation than other funds and share classes. You should understand these costs because they decrease the return on your investment. In addition, we receive additional payments from MSIM in the event a Money Market Fund waives certain fees in a manner that reduces the compensation that we would otherwise receive. We either rebate to clients or do not receive compensation on sweep Money Market Fund positions held in our fee-based advisory account programs. Unless your account is a Retirement Account, the fee will not be reduced by the amount of the Money Market Fund’s applicable fees. For additional information about the Money Market Fund and applicable fees, you should refer to each Money Market Fund’s prospectus. D. Compensation to Financial Advisors If you invest in the program described in this Brochure, a Morgan Stanley has added certain non-affiliated Sweep Banks to the BDP in order to maximize the funding value of the deposits in BDP for the Morgan Stanley Sweep Banks. On any given day, you may have deposits that are sent to a non-affiliated Sweep Bank depending on the funding value considerations of the Morgan Stanley Sweep Banks and the capacity of the depository networks that allocate deposits to the non-affiliated Sweep Banks. In addition to the benefits to the Morgan Stanley Sweep Banks, you may also benefit from having deposits sweep to the non-affiliated Sweep Banks by receiving FDIC insurance on deposit amounts that would otherwise be uninsured. In return for receiving deposits through BDP, the non-affiliated Sweep Banks provide other deposits to the Morgan Stanley Sweep Banks. This reciprocal deposit relationship provides a low-cost source of funding, and capital and liquidity benefits to both the non-affiliated Sweep Banks and the Morgan Stanley Sweep Banks. The non-affiliated Sweep Banks pay a fee to a Program Administrator in connection 20  Managers of Alterative Investments often offer more than one Alternative Investment and we may include only some of those Alternative Investments (or only certain share classes of such Alternative Investment) in the CGA program, may carry different Alternative Investments (or share classes) in different programs, and assign different statuses to different Alternative Investments. portion of the fees payable to us in connection with your account is allocated on an ongoing basis to your Financial Advisor. The amount allocated to your Financial Advisor in connection with accounts opened in the program described in this Brochure may be more than if you participated in other MSWM investment advisory programs, or if you paid separately for investment advice, brokerage and other services. The rate of compensation we pay Financial Advisors with respect to program accounts may be higher than the rate we pay Financial Advisors with respect to transaction-based brokerage accounts. In such case, your Financial Advisor has a financial incentive to recommend the CGA program instead of other MSWM programs or services. As well as requiring Alternative Investments to be on the Alternatives Approved List, we may look at other factors in determining which Alternative Investments we offer in the CGA program, including program needs (such as whether we have a sufficient number of managers available in an asset class), client demand and the manager or Alternative Investment’s minimum account size. If you invest in the program described in this Brochure, your Financial Advisor may agree to charge a fee less than the maximum fee stated above. The amount of the fee you pay is a factor we use in calculating the compensation we pay your Financial Advisor. Therefore, Financial Advisors have a financial incentive not to reduce fees. If your fee rate is below a certain threshold in CGA and other advisory programs, we give your Financial Advisor credit for less than the total amount of your fee in calculating his or her compensation. Therefore, Financial Advisors also have a financial incentive not to reduce fees below that threshold. Item 5: Account Requirements and Types of Clients Account Minimums. The CGA program generally has a minimum account size of $10,000. Selection of Alternative Investments. In the CGA program, investment and business risk due diligence on Alternative Investments is provided by MSWM through (i) its Global Investment Manager Analysis Group (known as “GIMA”), (ii) an affiliate of MSWM that may provide due diligence and monitoring services, or (iii) an independent consulting firm or other organization retained by MSWM (each, a “Due Diligence Service Provider”) that is also in the business of evaluating the capabilities of alternative investments. Any individuals or firm providing due diligence is expected to follow a methodology similar to that used by GIMA (described below), or a methodology approved by an MSWM alternative investments product review committee (“PRC”), in reviewing such alternative investments. In limited instances, select Financial Advisor teams may take on certain due diligence or monitoring obligations. To invest in Alternative Investments in the CGA program, you must meet certain eligibility and investment minimums imposed by MSWM. You will also be subject to additional investor criteria, such as “accredited investor” under Regulation D of the Securities Act of 1933, as amended, “qualified client” under the Advisers Act and/or “qualified purchaser” under the Investment Company Act of 1940, as amended. Types of Clients. MSWM’s clients include individuals, trusts, banking or thrift institutions, pension and profit sharing plans, plan participants, other pooled investment vehicles (e.g., hedge funds), charitable organizations, corporations, other businesses, state or municipal government entities, investment clubs and other entities. Item 6: Portfolio Manager and On an ongoing basis, the Due Diligence Provider conducts both quantitative and qualitative research on potential candidates. Their research includes, among other things, a review of relevant documents, calls and meetings with the investment team, and an analysis of investment performance. Generally, although the process may be modified for a particular manager or Alternative Investment as the Due Diligence Provider may deem appropriate, the Due Diligence Provider will typically also conduct on-site visits, review a separate business risk due diligence questionnaire and examine areas such as portfolio pricing, contingency planning, background checks on key principals and other items. Their due diligence covers the Alternative Investment in question, not the investments in which that Alternative Investment may in turn invest. For example, for a fund of funds, GIMA’s research process is applied to the fund of funds, and not to each individual fund in which the fund of funds invests. Alternative Investment Selection and Evaluation A. Selection and Review of Portfolio Managers, Alternative Investments and Funds for the Program As CGA is a non-discretionary advisory program where the client retains authority to make investment decisions, MSWM does not review, select or recommend portfolio managers. If a new Alternative Investment is viewed as an appropriate candidate by the Due Diligence Provider, the vehicle is presented to the PRC. The PRC consists of senior MSWM representatives who are mandated to approve proposed candidates and reconfirm existing vehicles on a periodic basis. Once a new Alternative Investment is approved by the PRC, and all required due diligence materials are verified, it receives an “Approved” status, is placed on the Alternatives Approved List, a list of alternative investment vehicles in which qualified clients may invest, and is available for allocations to qualified clients on a placement and/or, in some cases, an advisory basis. Certain Alternatives Investments on the Alternatives Approved List are available to qualified clients in the CGA program. We approve, downgrade and terminate managers of Alternative Investments from the CGA program. Managers of Alternative Investments may only participate in the CGA program if they are on MSWM’s Alternatives Approved List (described below). 21  Ongoing monitoring of managers and investment vehicles on the Alternatives Approved List is provided by the Due Diligence Provider or the firm which provided the original due diligence. In addition to manager-specific monitoring, the reviewer monitors overall market conditions in their specific strategies of expertise. We may also terminate managers of Alternative Investments from the CGA program for other reasons (e.g., the manager has a low level of assets under management in the program, the manager has limited capacity for further investment, or the manager is not complying with our policies and procedures). Also, GIMA’s head of research can remove an alternative investment vehicle from the Alternatives Approved List without consulting the PRC, but the PRC will be notified of all such actions and have the right to call for an assessment of the decision. Changes to Status of Alternative Investments in the CGA Program. MSWM will, directly or through an affiliated or unaffiliated service provider, periodically monitor the Alternative Investments for purposes of determining whether they should remain on the Alternatives Approved List. From time to time, MSWM may decide to add, temporarily suspend, or remove certain Alternative Investments from the Alternatives Approved List by MSWM. The four statuses are “Approved”, “Watch”, “Redeem” and “Terminate”. If MSWM decides to remove an Alternative Investment from the Alternatives Approved List, the Alternative Investment will receive two status changes. First, to “Redeem” and later, to “Terminate”; which will impact the services MSWM provides and the fees you may pay on the Alternative Investment: Evaluation of Material Changes to Managers or Investment Products. If GIMA learns of a material change to an Alternative Investment (e.g., the departure of the manager of an Alternative Investment or a team of professionals), the Due Diligence Service Provider will evaluate the Alternative Investment in light of the change. This evaluation may take some time to complete. While this evaluation is being performed, Alternative Investment may remain eligible for investment. The GIMA designation for the Alternative Investment will generally not be altered solely because this evaluation is in progress. MSWM will not necessarily notify clients of any such evaluation. • Redeem: If an Alternative Investment’s status is changed to “Redeem” or a similar designation, the Alternative Investment will no longer be available for new investments through MSWM. However, you can continue to remain invested in such Alternative Investment. MSWM (directly or through an affiliated or unaffiliated service provider selected and approved by MSWM) will continue to perform due diligence and charge you the fee set out in your Account Agreement until the status is changed to “Terminate” or until such date as MSWM might otherwise determine in its sole discretion. Watch Policy. MSWM has a “Watch” policy for Alternative Investments available for investment. Watch status indicates that, in reviewing an Alternative Investment, the Due Diligence Provider has identified specific areas related to the Alternative Investment, the manager of the Alternative Investment, or the markets in general that (i) merit further evaluation by the Due Diligence Provider and (ii) may, but are not certain to, result in the permanent removal of the Alternative Investment from the Alternatives Approved List. Putting an Alternative Investment on Watch status is not a guarantee that GIMA will remove the Alternative Investment from the Alternatives Approved List. The duration of a Watch status depends on how long GIMA needs to evaluate the reason for the status change, which may include, among things, an evaluation of the markets, the Alternative Investment, and the manager of the Alternative Investment. GIMA may designate the Alternative Investment as “Redeem” status or otherwise change the status based on their evaluation of facts and circumstances. Focus List for Single Manager Hedge Funds and Fund of Hedge Funds. In addition to the Alternatives Approved List, GIMA uses another method to classify single manager hedge funds and fund of hedge funds that are available in the CGA program. • Terminate: If an Alternative Investment’s status is changed to “Terminate” (or a similar designation), unless otherwise agreed in writing between you and MSWM, (A) MSWM will terminate due diligence coverage and monitoring services for the Alternative Investment, (B) MSWM will cease acting as your investment adviser with respect to that Alternative Investment and we will no longer be a fiduciary to you with respect to your position in that Alternative Investment, (C) the Alternative Investment will no longer be included in the billable market value of your CGA and, as a result, will not be included in the calculation of the MSWM Fee nor in the performance calculation of your CGA account, and (D) you will become solely responsible for any decision to remain invested in the Alternative Investment. To the extent you remain invested in the Alternative Investment after the status change to Terminate, you may request that MSWM continue to provide you with any periodic reports and account statements with respect to your investments in such Alternative Investments, as described in Item 4 above. (i) MSWM shall no Although all single manager hedge funds and fund of hedge funds that are available in the CGA program meet GIMA’s investment and operational standards for inclusion on the platform and have been approved for distribution by the PRC, “Focus List” funds are single manager hedge funds and fund of hedge funds that GIMA believes may currently possess a competitive edge with regards to performance or capital preservation over a portion of, or full market cycle. Factors taken into consideration can include, but are not limited to, the strength of the investment team, portfolio construction, and risk management. GIMA’s views reflect its understanding of the firm as well as the single manager hedge fund or fund of hedge fund, and may change at any time. Alternative Investments may move from the Focus List to the Alternative Approved List, or If you wish to continue to maintain your investment in an Alternative Investment that has received a status change to “Terminate”, longer provide any recommendation or advice regarding such alternative investment and (ii) in certain circumstances, you may be able to retain the Alternative Investment in a brokerage account. You may ask your Financial Advisor about these options. 22  vice versa. As part of its evaluation, GIMA may elect to put a Focus List or Alternative Approved List Alternative Investment on Watch, as described above under “Watch Policy”. Advisory vs. Brokerage Accounts. MSWM and your Financial Advisor may earn more compensation if you invest in the program described in this Brochure than if you open a brokerage account to buy individual securities (although, in a brokerage account, you will not receive all the benefits of the program described in this Brochure). In such instance, your Financial Advisors and MSWM have a financial incentive to recommend the program described in this Brochure. We address this conflict of interest by disclosing it to you and by reviewing your account at account opening to ensure that it is appropriate for you in light of matters such as your investment objectives and financial circumstances. Other Relationships with Alternative Investments. Some Alternative Investments or their respective affiliates on the Alternative Approved List may have business relationships with us or our affiliates. For example, an Alternative Investment may use Morgan Stanley & Co. LLC (“MS&Co.”) or an affiliate as its broker or may be an investment banking client of MS&Co. or an affiliate. GIMA does not consider the existence or lack of a business relationship in determining whether to include or maintain an Alternative Investment on the Alternative Approved List. MSWM as Placement Agent. MSWM also acts as placement agent for certain Alternative Investments that are available through MSWM on a non-advisory basis. When an Alternative Investment is purchased on a placement basis, different terms and conditions, including different fee arrangements, may apply. A client investing on an advisory basis may pay higher fees, in the aggregate, than if such investment had been made on a placement basis. Calculating Performance. Neither MSWM nor a third-party reviews performance information to determine or verify its accuracy or its compliance with presentation standards and therefore performance information may not be calculated on a uniform or consistent basis. Generally, the manager of the Alternative Investment determines the standards used to calculate performance data. Valuations. Valuations used for account statement purposes and billing purposes, and for any periodic reports, are obtained from or on behalf of the manager of each Alternative Investment. These valuations (and any corresponding benchmark index values) may be estimates, may be up to one year old as of the date MSWM produces your account statements and/or reports and calculates your fees and, in the case of index values, may be based on information from multiple sources. The final performance figures for the applicable period may be higher or lower, and MSWM is under no obligation to provide notice of, or compensation to, clients for any difference in performance. Accordingly, your fees paid to MSWM may be based on valuation estimates or valuations that may be time delayed. MSWM is under no obligation to retroactively adjust the fees paid by clients on such valuations. investment amount Oversubscription Policy. From time to time, MSWM may have limited access to opportunities to place clients in, or recommend clients to, Alternative Investments. Under these circumstances, when the aggregate MSWM client subscriptions for an Alternative Investment exceeds the capacity given to MSWM by the manager of the Alternative Investment, the Alternative Investment will be oversubscribed. Where an Alternative Investment is oversubscribed, MSWM will reduce client orders on a pro rata basis to address the oversubscription of the Alternative Investment until MSWM capacity is met. If the application of the reduction results in an additional fee imposed by the manager of the Alternative Investment or such a reduction would result in a client not meeting the minimum allowable investment agreed upon with the manager of the Alternative Investment or required by law, MSWM may create a ‘floor’ minimum to ensure such pro-rata reduction(s) would not cause such additional fees to be charged or such minimums not to be met. MSWM 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. MSWM may change its policy to ensure that the process, as it relates to its advisory clients, remains fair, equitable and consistent with its fiduciary duty to such clients. When you invest in a liquid Alternative Investment, your account documents may use an index as a benchmark (“Alternative Investments Index”). Each Alternative Investments Index is updated periodically, and values are subject to change. MSWM is not obligated to notify you of any such changes. The Alternative Investments Index values are likely to be more up to date than the data for the Alternative Investments for which it is the benchmark. You cannot invest in an Alternative Investment Index. For more information and a sample of the type of Alternative Investment Index that may be selected see https://www.hfr.com. B. Conflicts of Interest Conflicts of Interest – Financial Advisor Acting as Portfolio Manager In the program described in this Brochure, no affiliates, related persons or supervised persons of MSWM act as portfolio managers. Other Conflicts of Interest MSWM has various other conflicts of interest relating to the program described in this Brochure. from Managers. Managers of Alternative Payments Investments offered in the CGA program may agree to pay us the types of payments described above in Item 4.C. We have a conflict of interest in offering Alternative Investments because we or our affiliates, in most instances, earn more money in your account from your investments in Alternative Investments than from other investment options. However, in cases where we receive a portion of the management fee paid by you to a manager of an Alternative Investment and we charge a MSWM Fee, we credit such fee to your account as described further in Item 4.C. Also, we do not share this money with your Financial Advisor (i.e. the compensation we pay to your Financial Advisor is not affected by the payments we receive from the Alternative Investments). Therefore, your Financial Advisor does not have an incentive to recommend that you buy Alternative Investments 23  in your account, or to recommend you buy certain Alternative Investments rather than other Alternative Investments available in the CGA program. Also, please see Item 4.C above (Additional Fees – Alternative Investments in Advisory Programs) for more information. Recommendations from your Financial Advisor based on Trading Desks (for non-retirement clients). In the CGA program, your Financial Advisor will periodically provide you with investment advice, which may include recommendations to invest in available eligible assets. These Financial Advisor recommendations could be based on information and ideas from various sources and may include ideas generated by trading desks at MSWM or its affiliates. that the Managers and UIT sponsors (collectively, “Managers”) may also sponsor their own educational conferences and pay expenses of Financial Advisors attending these events. MSWM’s policies require training or educational portion of these conferences comprises substantially the entire event. Managers may sponsor educational meetings or seminars in which clients as well as Financial Advisors are invited to participate. Managers are allowed to occasionally give nominal gifts to Financial Advisors, and to occasionally entertain Financial Advisors, subject to a limit of $1,000 per employee per year. MSWM’s non-cash compensation policies set conditions for each of these types of payments, and do not permit any gifts or entertainment conditioned on achieving a sales target. Some of these trade ideas might involve securities or instruments in which MSWM or an affiliate has a financial interest and as a result, may present a potential conflict of interest. The trading desks may deal as principal in or own or act as market maker or liquidity provider for securities or instruments (or related derivatives). The trading desks may also engage in a variety of trading activities (which may conflict with the position an investor may have) before or after providing this information, including accumulation of a position in any securities or instruments. Trading desk ideas are not independent of the financial interests of MSWM or its affiliates which may conflict with your interests. Affiliates of MSWM may also perform or seek to perform investment banking services for the issuers of the securities and instruments. All of these trading desk activities may pose potential conflicts of interest. We address conflicts of interest by ensuring that any payments described in this “Payments from Managers” section do not relate to any particular transactions or investment made by MSWM clients with managers. Managers participating in the CGA program are not required to make any of these types of payments. The payments described in this section comply with FINRA rules relating to such activities. Please see the discussion under “Funds in Advisory Programs” and “UITs in Advisory Programs” in Item 4.C for more information. Payments from Funds and UITs. Please see the discussion of payments from fund companies and UIT sponsors, or payments when acting as sponsor under “Funds in Advisory Programs” and “UITs in Advisory Programs” in Item 4.C. Allocation of Investment Opportunities. MSWM allocates investment opportunities among accounts in a manner MSWM determines appropriate. MSWM may make allocations based on factors that may change or may be given different weight depending on the circumstances. These factors include among others timing of a client’s interest in an investment; relative size of client accounts (and expected future size); the nature, significance, profitability of, and revenues attributable to, a client relationship; client investment objectives, guidelines, financial circumstances, and risk tolerances; the availability of the investments and other alternatives; available cash for investment; and applicable legal requirements. Payments from Annuities. Please see the discussion of payments from annuity providers under “Variable Annuities in Advisory Programs” in Item 4.C. Employees investing in Affiliated Alternative Investment Vehicles. Employees of MSWM and/or its affiliate may invest directly or indirectly in Alternative Investments managed by or sponsored by an affiliate of MSWM and may pay a reduced management fee or may not be subject to carried interest. Different Advice. MSWM and its affiliates may give different advice, take different action, receive more or less compensation, or hold or deal in different securities for any other party, client or account (including their own accounts or those of their affiliates) from the advice given, actions taken, compensation received or securities held or dealt for your account. Trading or Issuing Securities in, or Linked to Securities in, Client Accounts. MSWM and its affiliates may provide bids and offers, and may act as a principal market maker, in respect of the same securities held in client accounts. MSWM, its affiliates and employees, the investment managers in its programs and their affiliates and employees may hold a position (long or short) in the same securities held in client accounts. MSWM and/or its affiliates are regular issuers of traded financial instruments linked to securities that may be purchased in client accounts. From time to time, MSWM (or an affiliate’s) trading – both for its proprietary accounts and for client accounts – may be detrimental to securities held by a client and thus create a conflict of interest between those trades and the investment advisory services that MSWM provides to you. Due Diligence Service Providers. MSWM retains various service providers to provide MSWM due diligence services on Alternative Investments that MSWM makes available to its clients in the CGA program. MSWM conducts an initial and ongoing review of each provider to affirm their ability to deliver due diligence services to MSWM. These providers receive compensation which may vary in amount from MSWM for these services. Morgan Stanley AIP GP LP (“AIP”), an affiliate of MSWM, is one of the service providers retained by MSWM. As a result of this arrangement, MSWM may pay AIP more than it pays unaffiliated service providers for similar services. This arrangement between MSWM and AIP may create conflicts because AIP may be incentivized to diligence one Alternative Investment over another or continue to recommend an Alternative Investment based on the sales of the manager of the Alternative Investment. MSWM mitigates these conflicts by subjecting AIP to similar due diligence standards as MSWM’s unaffiliated providers. In addition, most Alternative Investments 24  that receive due diligence services are periodically revalidated through a MSWM PRC. Also, MSWM clients do not pay the service fees directly. Instead, MSWM includes these fees as part of the costs associated with the CGA program. Research Reports. MS&Co. does business with companies covered by its research groups. Furthermore, MS&Co., its affiliates and client accounts may hold a trading position (long or short) in the securities of companies subject to such research. In such instance, MS&Co. has a conflict of interest that could affect the objectivity of its research reports. Services Provided to Other Clients. MSWM, its affiliates, investment managers and their affiliates provide a variety of services (including research, brokerage, asset management, trading, lending and investment banking services) for each other and for various clients, including issuers of securities that MSWM may recommend for purchase or sale by clients or are otherwise held in client accounts, and investment management firms in the CGA program described in this Brochure. MSWM, its affiliates, investment managers and their affiliates receive compensation and fees in connection with these services. MSWM believes that the nature and range of clients to which such services are rendered is such that it would be inadvisable to exclude categorically all of these companies from an account. Accordingly, it is likely that securities in an account will include some of the securities of companies for which MSWM, its affiliates, investment managers and their affiliates or an affiliate performs investment banking or other services. information. Furthermore, Certain Trading Systems. MSWM may effect trades or securities lending transactions on behalf of client accounts through exchanges, electronic communication networks or other alternative trading systems (“Trading Systems”), including Trading Systems with respect to which MSWM or its affiliates may have a non-controlling direct or indirect ownership interest, or the right to appoint a board member or observer. If MSWM directly or indirectly effects client trades or transactions through Trading Systems in which MSWM or its affiliates have an ownership interest, MSWM or its affiliates receive an indirect economic benefit based on their ownership interest. In addition, subject at all times to its obligations to obtain best execution for its customers’ orders, it is contemplated that MSWM will route certain customer order flow to its affiliates. Currently, MSWM and/or its affiliates own equity interests (or interests convertible into equity) of 5% or more in certain Trading Systems or their parent companies, including MEMX Holdings LLC; OTCDeriv Limited; EOS Precious Metals Limited; CreditDeriv Limited; FXGlobalClear; Dubai Mercantile Exchange; Japan Securities Depository Center Inc.; Yensai.com Co., Ltd.; and Octaura Holdings LLC. Restrictions on Securities Transactions. There may be periods during which MSWM or managers are not permitted to initiate or recommend certain types of transactions in the securities of issuers for which MSWM or one of its affiliates is performing broker- dealer or investment banking services or has confidential or material non-public in certain investment advisory programs, MSWM may be compelled to forgo trading in, or providing advice regarding, Morgan Stanley securities, and in certain related securities. These restrictions can adversely impact your account performance. The Trading Systems on which MSWM trades or effects securities lending transactions for client accounts and in which MSWM or its affiliates own interests may change from time to time. You can contact your Financial Advisor for an up-to-date list of Trading Systems in which MSWM or its affiliates own interests and on which MSWM and/or MS&Co. trade for client accounts. MSWM, the managers and their affiliates may also develop analyses and/or evaluations of securities sold in the program described in this Brochure, as well as buy and sell interests in securities on behalf of their proprietary or client accounts. These analyses, evaluations and purchase and sale activities are proprietary and confidential, and MSWM will not disclose them to clients. MSWM may not be able to act, in respect of clients’ accounts, on any such information, analyses or evaluations. Certain Trading Systems offer cash credits for orders that provide liquidity to their books and charge explicit fees for orders that extract liquidity from their books. From time to time, the amount of credits that MSWM and/or MS&Co. receives from one or more Trading System may exceed the amount that is charged. Under these limited circumstances, such payments would constitute payment for order flow. MSWM, investment managers, as well as our and their affiliates are not obligated to effect any transaction that they believe would violate federal or state law, or the regulations of any regulatory or self-regulatory body. Certain Trading Systems through which MSWM and/or MS&Co. may directly or indirectly effect client trades execute transactions on a “blind” basis, so that a party to a transaction does not know the identity of the counterparty to the transaction. It is possible that an order for a client account that is executed through such a Trading System could be automatically matched with a counterparty that is (i) another investment advisory or brokerage client of MSWM or one of its affiliates or (ii) MSWM or one of its affiliates acting for its own proprietary accounts. Options Flow Preferencing. When MSWM processes an options order for your account, the order may be routed to options exchanges with an indication that our affiliate MS&Co. has a preference on the options order. A “preference” gives MS&Co. the ability to begin an auction among market makers in order to receive bids or offers for a transaction, however such “preference” will only result in an order executed with MS&Co. if its price is equal to or lower than the best price quoted on the relevant exchange. By “preferencing” itself, MS&Co. may generate larger trading volumes than if it were not “preferenced”, and that may result in MS&Co. receiving certain benefits. Both MSWM and MS&Co. continue to have an obligation to obtain best execution terms for client transactions under prevailing circumstances and consistent with applicable law. in Underwriting Syndicate; MSWM MSWM Affiliate Distribution of Securities; Other Relationships with Security Issuers. If an affiliate of MSWM is a member of the underwriting syndicate from which a security is purchased, we or our affiliates could directly or indirectly benefit from such purchase. If MSWM participates in the distribution of new issue 25  our Financial Advisors have a conflict of interest as we have a financial incentive to recommend that Fund or UIT because, as an owner of the Fund’s manager or a UIT sponsor, we benefit from its profits. compensation when Annuity Subaccounts Invested in Mutual Funds Managed or Subadvised by a MSWM Affiliate. Certain annuity contracts contain subaccounts that are invested in mutual funds managed or sub-advised by MSWM affiliates, including but not limited to, MSIM and EVM and its investment affiliates. You understand that MSWM and our affiliates will receive more aggregate the Financial Advisor recommends an annuity that contains affiliated subaccounts than if the Financial Advisor recommends an annuity that does not contain affiliated subaccounts. Please see the discussion of annuity subaccounts invested in mutual funds managed or sub- advised by an affiliate under “Annuities in Advisory Programs” in Item 4.C above. Affiliated Sweep Vehicles. MSWM has a conflict of interest in selecting or recommending BDP or Money Market Funds as the Sweep Vehicle. See Item 4.C above for more information. securities that are purchased for a client’s account, MSWM will receive a fee to be paid by the issuing corporation to the underwriters of these securities and ultimately to MSWM, which would be deemed additional compensation to us, if received by us, MSWM and/or its affiliates have a variety of relationships with, and provide a variety of services to, issuers of securities recommended for client accounts, including investment banking, corporate advisory and services, underwriting, consulting, and brokerage relationships. As a result of these relationships with an issuer, MSWM or its affiliates may directly or indirectly benefit from a client’s purchase or sale of a security of the issuer. For example, MSWM or its affiliates may provide hedging services for compensation to issuers of structured investments (such as structured notes) recommended for client accounts. In such a case, MSWM or its affiliates could benefit if a client account purchased such an instrument, or sold such an instrument to another purchaser in lieu of selling or redeeming the instrument back to the issuer, as such transactions could result in the issuer of the instrument continuing to pay MSWM or its affiliates fees or other compensation for the hedging services related to such instrument. Similarly, if the hedging service with respect to such an instrument is not profitable for MSWM or its affiliates, MSWM or its affiliates benefit if MSWM’s client accounts holding such instruments sold or redeemed them back to the issuer. These types of relationships with issuers create a conflict of interest when MSWM and/or your Financial Advisor recommends to you to purchase in your account such issuer’s security. Investments in Sweep Vehicle or Funds. As described in Item 4.C above, with respect to non-Retirement Account clients, MSWM or its affiliates earn greater compensation from Funds than from other investment products. The above-described Bank Deposit Program revenue and fees for money market funds, administrative services fees for accounts of non- Retirement Account clients and other payments create a potential for a conflict of interest to the extent that the additional payments could influence MSWM to recommend (a) a Fund instead of a different investment product, or (b) investment style that favors cash balances. Please note that the Financial Advisor does not receive any of the Bank Deposit Program revenue, fees from money market funds or administrative services fees described herein. Also, in the event of corporate actions with respect to securities held in client accounts, to the extent such corporate actions result in exchanges, tender offers or similar transactions, MSWM and/or its affiliates may participate in and/or advise on such transactions and receive compensation. The interest of MSWM’s affiliates in these corporate actions may conflict with the interest of MSWM clients. In addition, where an affiliate of MSWM is representing or advising the issuer in a transaction, the interest of the issuer may conflict with client interests and create a potential conflict of interest for MSWM. MSWM also provides various services to issuers, their affiliates and insiders, including but not limited to, stock plan services and financial education for which MSWM receives compensation. to Nonpublic Information. In the course of investment banking or other activities, MSWM, its affiliates and agents may from time to time acquire confidential or material nonpublic information that may prevent them, for a period of time, from purchasing or selling particular securities for your account. You acknowledge and agree that MSWM, the manager of an Alternative Investment, and each of our and their respective affiliates and agents will not be free to divulge or to act upon this information with respect to our or their advisory or brokerage activities, including our and their activities with regard the account. This may adversely impact the investment performance of your account. CDs. Products such as CDs are most appropriate for purchasing and holding to maturity. You should compare the rates of return and other features of the CD to other available instruments (including other CDs) before deciding to purchase. Some CDs may be subject to redemption on a specified date or dates at the sole discretion of the issuer. Affiliated Funds. Certain Funds and UITs managed by us or our affiliates, including but not limited to, MSIM and EVM and their investment affiliates, are available for purchase in the CGA program, including Retirement Accounts. See “Funds in Advisory Programs” and “UITs in Advisory Programs” above. Although some Funds and UITs may be available in more than one MSWM program, each program may offer Funds, UITs and other features that are not available in other MSWM programs. You understand that MSWM and our affiliates will receive more aggregate compensation when the Financial Advisor recommends a Fund or a UIT that is affiliated with MSWM than if the Financial Advisor recommends a Fund or a UIT that is not affiliated with MSWM. The selection of a MSWM affiliated Fund or UIT may also be more costly to your account than other options. In addition, some Funds and UITs that are affiliated with MSWM may charge higher fees than other affiliated Funds and UITs. Thus, MSWM and our Financial Advisor have a conflict of interest as they have a financial incentive to recommend affiliated Funds and UITs. Similarly, if a Fund is not affiliated with us but we have an ownership share in the Fund’s manager or a UIT sponsor, we and Benefits to Financial Advisors. MSWM, its Financial Advisors, or MSWM affiliates may receive a financial benefit from an Alternative Investment manager through referrals of 26  brokerage or investment advisory accounts to MSWM or to the Financial Advisor or MSWM affiliates by such manager. Other Investment Products Available. Alternative Investment managers may offer to the public other investment products such as other alternative investment funds, separately managed accounts, and mutual funds with similar investment styles and holdings offered through the CGA program. Such products may be offered at differing fees and charges that may be higher or lower than the fees imposed by MSWM under the CGA program. C. Financial Advisors Acting as Portfolio Managers Description of Advisory Services We may send certain information about you and your account to the manager or other service provider of your Alternative Investment, as applicable. This information may include your name, whether or not your account is taxable, state/country of residence, your risk tolerance and restrictions. If you are an individual, we may provide further information about you and your financial situation, which may include your contact details, social security number, date of birth, citizenship, occupation, net worth and income. If you are an entity, we may request from you and provide information about each key controller, direct owner and indirect owner of the entity and, if the key controller or owner is an individual, further information about the individual as noted above. In certain instances, the information may be provided to the manager or other service provider of your Alternative Investment in order for you to invest or maintain the investment. In the program described in this Brochure, no affiliates, related persons or supervised persons of MSWM act as portfolio managers. Item 8: Client Contact with Portfolio Managers and Managers of Alternative Investments Policies and Procedures Relating to Voting Client Securities The program described in this Brochure does not use portfolio managers. However, you can contact your Financial Advisor at any time during normal business hours. to a Additionally, we do not restrict you from contacting and consulting with the managers of your Alternative Investment. Item 9: Additional Information If you have a CGA Account, you have the option to elect who votes proxies for your account. Unless you have expressly retained the right to vote proxies, you delegate proxy voting third-party proxy voting service provider, authority Institutional Shareholder Services Inc. (“ISS”), which Morgan Stanley has engaged to vote on your behalf. You cannot delegate proxy voting authority to Morgan Stanley or any Morgan Stanley employees and we do not agree to assume any proxy voting authority from you. Disciplinary Information This section contains information on certain legal and disciplinary events. If you expressly retain the right to vote proxies, we will forward to you any proxy materials that we receive for securities in your account. Any proxies that you receive in relation to Alternative Investments in your account will generally be provided directly from the administrator, custodian or transfer agent of the Alternative Investment. Neither Morgan Stanley nor your Financial Advisor will advise you on particular proxy solicitations. If ISS votes proxies for you, you cannot instruct ISS on how to cast any particular vote. If you have delegated proxy voting authority to ISS, you can obtain from your Financial Advisor, information as to how proxies were voted for your account during the prior annual period and ISS’s relevant proxy voting policies and procedures (including a copy of its policy guidelines and vote recommendations in effect from time to time). You can change your proxy voting election at any time by contacting your Financial Advisor. MSWM will not provide advice or take action with respect to legal proceedings (including bankruptcies) relating to the securities in your account, except to the extent required by law. • On June 8, 2016, the SEC entered into a settlement order with MSWM (“June 2016 Order”) settling an administrative action. In this matter, the SEC found that MSWM willfully violated Rule 30(a) of Regulation S-P (17 C. F. R. § 248.30(a)) (the “Safeguards Rule”). In particular, the SEC found that, prior to December 2014, although MSWM had adopted written policies and procedures relating to the protection of customer records and information, those policies and procedures were not reasonably designed to safeguard its customers’ personally identifiable information as required by the Safeguards Rule and therefore failed to prevent a MSWM employee, who was subsequently from misappropriating customer account terminated, information. In determining to accept the offer resulting in the June 2016 Order, the SEC considered the remedial efforts promptly undertaken by MSWM and MSWM’s cooperation afforded to the SEC Staff. MSWM consented, without admitting or denying the findings, to a censure, to cease and desist from committing or causing future violations, and to pay a civil penalty of $1,000,000. (“January 2017 Order”) Item 7: Client Information Provided to Portfolio Managers and Managers of Alternative Investments The program described in this Brochure does not use portfolio managers. • On January 13, 2017, the SEC entered into a settlement order with MSWM settling an administrative action. The SEC found that from 2009 through 2015, MSWM inadvertently charged advisory fees in excess of what had been disclosed to, and agreed to by, its legacy CGM (Citigroup Global Markets Inc., a predecessor of MSWM) clients, and, from 2002 to 2009 and from 2009 27  7 thereunder. The SEC also found that MSWM failed to supervise the FA pursuant to its obligations under Section 203(e)(6) of the Advisers Act. MSWM consented, without admitting or denying the findings, to a censure; to cease and desist from committing or causing future violations; to certain undertakings, including certifications related to the implementation and adequacy of the Enhanced MSWM Policies and to pay a civil penalty of $3,600,000. to 2016, MS&Co. and MSWM, respectively, inadvertently charged fees in excess of what was disclosed to and agreed to by their clients. The SEC also found that MSWM failed to comply with requirements regarding annual surprise custody examinations for the years 2011 and 2012, did not maintain certain client contracts, and failed to adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Investment Advisers Act of 1940 (the “Advisers Act”). The SEC found that, in relation to the foregoing, MSWM willfully violated certain sections of the Advisers Act. In determining to accept the offer resulting in the January 2017 Order, the SEC considered the remedial efforts promptly undertaken by MSWM. MSWM consented, without admitting or denying the findings, to a censure, to cease and desist from committing or causing future violations, to certain undertakings related to fee billing, books and records and client notices and to pay a civil penalty of $13,000,000. resulted • On February 14, 2017, the SEC entered into a settlement order with MSWM settling an administrative action. The SEC found that from March 2010 through July 2015, MSWM solicited approximately 600 non-discretionary advisory accounts to purchase one or more of eight single inverse exchange traded funds (“SIETFs”), without fully complying with its internal written compliance policies and procedures related to these SIETFs, which among other things required that clients execute a disclosure notice, describing the SIETF’s features and risks, prior to purchasing them, for MSWM to maintain the notice, and for subsequent related reviews to be performed. The SEC found that, despite being aware of deficiencies with its compliance and documentation of the policy requirements, MSWM did not conduct a comprehensive analysis to identify and correct past failures where the disclosure notices may not have been obtained and to prevent future violations from occurring. The SEC found that, in relation to the foregoing, MSWM willfully violated section 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-7 thereunder. MSWM admitted to certain facts and consented to a censure, to cease and desist from committing or causing future violations, and to pay a civil penalty of $8,000,000. • On May 12, 2020, the SEC entered into a settlement order with MSWM settling an administrative action which relates to certain information provided in marketing and client communications to retail advisory clients in MSWM’s wrap fee programs with third-party managers and MSWM’s policies and procedures related to trades not executed at MSWM. In the applicable wrap fee programs, the third- party manager has the discretion to place orders for trade execution on clients’ behalf at a broker-dealer other than Morgan Stanley. MSWM permits managers to “trade away” from MSWM in this manner in order to seek best execution for trades. The SEC found that, from at least through June 2017, MSWM provided October 2012 incomplete and inaccurate information indicating that MSWM executed most client trades and that, while additional transaction-based costs were possible, clients did not actually incur them in the ordinary course. The SEC found that this information was misleading for certain retail clients because some wrap managers directed most, and sometimes all, client trades to third-party broker-dealers for execution, which in certain clients paying transaction-based charges that were not visible to them. The SEC also found that, on occasion, wrap managers directed trades to MSWM-affiliated broker-dealers in which clients incurred transaction-based charges in violation of MSWM’s affiliate trading policies without detection by MSWM. The SEC noted in the order that it considered certain remedial acts undertaken by MSWM in determining to accept the order, including MSWM enhancing its disclosures to clients, implementing training of financial advisors, enhancing relevant policies and procedures, and refunding clients’ transaction based charges paid to Morgan Stanley affiliates. The SEC found that MSWM willfully violated certain sections of the Investment Advisers Act of 1940, specifically Sections 206(2) and 206(4) and Rule 206(4)-7 thereunder. MSWM consented, without admitting or denying the findings and without adjudication of any issue of law or fact, to a censure; to cease and desist from committing or causing future violations; and to pay a civil penalty of $5,000,000. • On December 9, 2024, the Division of Corporation Finance on behalf of the U.S. Securities and Exchange Commission by delegated authority granted Morgan Stanley Smith Barney, LLC (“MSWM”), a waiver of the disqualification provision in Rule 506(d)(1)(iv) of Regulation D under the Securities Act of 1933 (“Securities Act”). For the duration of the undertakings detailed below, MSWM is required to furnish or cause to be furnished the following disclosure to customers prior to purchasing a Rule 506 offering issued or distributed by MSWM: the affected clients, made to • On June 29, 2018, the SEC entered into a settlement order with MSWM settling an administrative action which relates to misappropriation of client funds in four related accounts by a single former MSWM financial advisor (“FA”). The SEC found that MSWM failed to adopt and implement policies and procedures or systems reasonably designed to prevent personnel from misappropriating assets in client accounts. The SEC specifically found that, over the course of eleven months, the FA initiated unauthorized transactions in the four related client accounts in order to misappropriate client funds. The SEC found that while MSWM policies provided for certain reviews prior to issuing disbursements, such reviews were not reasonably designed to prevent FAs from misappropriating client funds. Upon being informed of the issue by representatives of the FA’s affected clients, MSWM promptly conducted an internal investigation, terminated the FA, and reported the fraud to law enforcement agencies. MSWM also fully significant repaid enhancements its policies, procedures and systems (“Enhanced MSWM Policies”) and hired additional fraud operations personnel. The SEC found that MSWM willfully violated section 206(4) of the Advisers Act and Rule 206(4)- On December 9, 2024, the SEC entered into a settlement order with MSWM settling an administrative action, which relates to misappropriation of client funds in brokerage and advisory accounts by four former MSWM financial advisors 28  lending. Broker-Dealer Registration. As well as being a registered investment adviser, MSWM is registered as a broker-dealer. Restrictions on Executing Trades. As MSWM is affiliated with MS&Co. and its affiliates, the following restrictions apply when executing client trades: • MSWM and MS&Co. generally do not act as principal in executing trades for MSWM investment advisory clients (except in limited circumstances as permitted by law). • Regulatory restrictions may limit your ability to purchase, hold or sell equity and debt issued by Morgan Stanley Parent and its affiliates in some advisory programs. • Certain regulatory requirements may limit MSWM’s ability to execute transactions through alternative execution services (e.g., electronic communication networks and crossing networks) owned by MSWM, MS&Co. or their affiliates. impact client account These restrictions may adversely performance. See Item 6.B above for conflicts arising from our affiliation with MS&Co. and its affiliates. future violations; to (“FAs”). The SEC found that MSWM failed to adopt and implement policies and procedures reasonably designed to prevent personnel from misusing and misappropriating funds in client accounts and that MSWM’s inadequate policies and procedures and systems to implement them led to its failure reasonably to supervise the four FAs, who misappropriated funds from client and customer accounts while employed at MSWM. Specifically, the SEC found that MSWM failed to adopt and implement policies and procedures reasonably designed to prevent and detect unauthorized externally initiated ACH payments and unauthorized cash wires. Upon being informed of the potential unauthorized activity in the customer accounts of two of the FAs, MSWM promptly investigated the matters, terminated the FAs, reported the fraud to law enforcement agencies, and fully repaid the affected clients. MSWM also conducted a retroactive review of payment instructions for externally initiated ACH payment instructions, which led to the identification of misconduct by the other two FAs. MSWM accordingly terminated the other two FAs and reported the misconduct to SEC staff. On its own initiative, MSWM instituted new written procedures to address the conduct at issue and retained an independent compliance consultant to perform a review and assessment. The SEC found that MSWM willfully violated section 206(4) of the Investment Advisers Act of 1940 (“Advisers Act”) and Rule 206(4)-7 thereunder. The SEC also found that MSWM failed to supervise the FAs within the meaning of Section 203(e)(6) of the Advisers Act and/or Section 15(b)(4)(E) of the Securities Exchange Act of 1934. MSWM consented, without admitting or denying the findings, to a censure; to cease and desist from committing or causing to certain undertakings, including the retention of an Independent Compliance Consultant review MSWM’s policies, procedures and controls related to the conduct in the Order and to pay a civil penalty of $15,000,000. MSWM’s Form ADV Part 1 contains further information about its disciplinary history and is available on request from your Financial Advisor. Related Investment Advisors and Other Service Providers. MSWM has related persons that are the investment advisers to mutual funds or Alternative Investments in various investment (including Morgan Stanley Investment advisory programs Management Inc., Morgan Stanley Investment Management Limited, Consulting Group Advisory Services LLC, as well as Eaton Vance Management and its investment affiliates). If you invest your assets in an affiliated mutual fund or Alternative Investment, MSWM and its affiliates earn more money than if you invest in an unaffiliated mutual fund or Alternative Investment. Generally, for Retirement Accounts, MSWM rebates or offsets fees so that MSWM complies with IRS and Department of Labor rules and regulations. Other Financial Industry Activities and Affiliations Morgan Stanley (“Morgan Stanley Parent”) is a financial holding company under the Bank Holding Company Act of 1956. Morgan Stanley Parent is a corporation whose shares are publicly held and traded on the New York Stock Exchange. MSWM is a wholly owned indirect subsidiary of Morgan Stanley Parent. MSIM and certain Eaton Vance investment affiliates serve in various advisory, management, and administrative capacities to open-end and closed-end investment companies and other portfolios (some of which are listed on the NYSE). Morgan Stanley Services Company, Inc., its wholly owned subsidiary, provides limited transfer agency services to certain open-end investment companies. Activities of Morgan Stanley Parent. Morgan Stanley Parent is a global firm engaging, through its various subsidiaries, in a wide range of financial services including: • trading, merger, securities underwriting, distribution, acquisition, restructuring, real estate, project finance and other corporate finance advisory activities; • merchant banking and other principal investment activities; • brokerage and research services; • asset management; Morgan Stanley Distribution Inc. serves as distributor for these open-end investment companies and has entered into selected dealer agreements with MSWM and affiliates. Morgan Stanley Distribution Inc. also may enter into selected dealer agreements with other dealers. Under many of these agreements, MSWM and affiliates, and other selected dealers, are compensated for sale of fund shares to clients on a brokerage basis, and for shareholder servicing (including pursuant to plans of distribution adopted by the investment companies pursuant to Rule 12b-l under the Investment Company Act of 1940). • trading of foreign exchange, commodities and structured financial products; and • global custody, securities clearance services, and securities Related persons of MSWM act as general partner, administrative agent or special limited partner of a limited partnership or managing member or a special member of a limited liability 29  company to which such related persons serve as adviser or sub- adviser and in which clients have been solicited in a brokerage or advisory capacity to invest. In some cases, the general partner of a limited partnership is entitled to receive an incentive allocation from a partnership. See Item 4.C above for a description of cash Sweep Vehicles managed or held by related persons of MSWM. products that will fallback to SOFR, you should understand the terms of the particular product and the related risks. The composition and characteristics of SOFR are not the same as LIBOR and, as a result, SOFR may not perform in the same way as LIBOR would have. Further, the SOFR-linked products that have been issued to date apply different market conventions to calculate interest and therefore these products have different risks and considerations. See Item 6.B above for a description of various conflicts of interest. Market Transition Away from LIBOR. The following applies to holders of products directly or indirectly linked to the London Interbank Offered Rate (“LIBOR”) or the Secured Overnight Financing Rate (“SOFR”) and investors that are considering purchasing such products. Depending on your current holdings and investment plans, this information may or may not be applicable to you. Affiliates of MSWM participate on central bank committees that have been selecting alternative rates and developing transition plans for trading these new rates. In addition, MSWM and its affiliates may have interests with respect to LIBOR- and SOFR- linked products that conflict with yours as an investor. As with any investment, make sure you understand the terms of any LIBOR- and SOFR-based products you hold and the terms of those that you are considering purchasing. Other products and services offered by or through MSWM or its affiliates, such as loans and mortgage products, may have different terms and conditions and may be affected by the potential replacement of LIBOR differently than LIBOR-based securities. LIBOR had been a widely used interest rate benchmark in bond, loan and derivative contracts, as well as consumer lending instruments such as mortgages. However, as a result of concerns with the integrity of LIBOR and how it is determined, LIBOR will cease to be published and will be replaced by alternative reference rates. see This is a developing situation and the above information is subject to change. For more information on the potential replacement of LIBOR, the recommended alternative rate, SOFR, and certain considerations relating to LIBOR- and SOFR-linked products, please www.morganstanley.com/wm/LIBOR. Please also contact a member of your Morgan Stanley team for information, including if you have questions about whether you hold LIBOR-based products. Code of Ethics Specifically, overnight and one-, three-, six- and 12-month USD LIBOR will no longer be published after June 30, 2023. However, regulators have indicated that the time until then is to be used only for managing existing LIBOR-based products. All settings for GBP, EUR, JPY and CHF LIBOR, and one-week and two-month settings for USD LIBOR, are no longer being published, although synthetic versions of GBP and JPY LIBOR rates will be published for a period of time. The committee convened by the U.S. Federal Reserve Board and the Federal Reserve Bank of New York, the Alternative Reference Rates Committee (ARRC), has selected SOFR as the recommended alternative benchmark rate to USD LIBOR. The MSWM US Investment Advisory Code of Ethics (“Code”) applies to MSWM’s employees, supervisors, officers and directors engaged in offering or providing investment advisory products and/or services (collectively, the “Access Persons”). In essence, the Code prohibits Access Persons from engaging in securities transactions or activities that involve a material conflict of interest, possible diversion of a corporate opportunity, or the appearance of impropriety. Access Persons must always place the interests of MSWM’s clients above their own and must never use knowledge of client transactions acquired in the course of their work to their own advantage. Supervisors are required to use reasonable supervision to detect and prevent any violations of the Code by the individuals, branches and departments that they supervise. (including pre-approval The Code generally operates to protect against conflicts of interest either by subjecting Access Person activities to specified limitations requirements) or by prohibiting certain activities. Key provisions of the Code include: • The requirement for certain Access Persons, because of their potential access to non-public information, to obtain their supervisors’ prior written approval or provide pre- trade notification before executing certain securities transactions for their personal securities accounts; The market transition away from LIBOR to alternative rates is complex and could have a range of impacts on financial products and transactions directly or indirectly linked to LIBOR. For example, the fallback provisions in your LIBOR-based products, or the absence thereof, could have an adverse effect on the value of such products, as well as your investment strategy. Documentation governing existing LIBOR-based products may contain “fallback provisions”, which provide for how the applicable interest rate will be calculated if LIBOR ceases or is otherwise unavailable. Fallback provisions can materially differ across products and even within a given asset class. Furthermore, such provisions may not contemplate alternative reference rates such as SOFR (in particular in older documentation) and/or may result in increased uncertainty and change the economics of the product when LIBOR ceases. Clients utilizing hedging strategies may also face basis risk due to inconsistent fallback provisions in their various investments. Recently, federal legislation was signed into law that will provide for a SOFR-based rate plus a spread to replace LIBOR for those contracts without effective fallback provisions. • Additional restrictions on personal securities transaction activities applicable to certain Access Persons (including With respect to an investment in SOFR-linked products and 30  Advisor for further details. Financial Advisors and other MSWM employees who act as portfolio managers investment advisory in MSWM programs); • Requirements for certain Access Persons to provide initial and annual reports of holdings in their Access Person securities accounts, along with quarterly transaction information in those accounts; and MSWM monitors clients’ allocations to cash and cash equivalents in CGA accounts. While there may be individual circumstances or tactical reasons to overweight these assets in client accounts, holding these assets as part of a strategic allocation for an extended period of time could adversely impact account performance. Account holdings in cash and cash equivalents are subject to percentage and duration limitations under the investment guidelines, and are reviewed as described above. • Additional requirements for pre-clearance of other activities including, but not limited to, Outside Business Activities, Gifts and Entertainment, and U.S. Political Contributions and Political Solicitation Activity. You can obtain a copy of the Code from your Financial Advisor. See Item 6.B above, for a description of Conflicts of Interest MSWM conducts various checks on a periodic basis (e.g. inactive accounts) in the CGA program and investments in your related MSWM accounts (including your MSWM brokerage accounts for which we do not act as investment adviser Trade Errors See Item 4.A above for a discussion of account statements and periodic reviews provided for your account or your Client Portfolio, as applicable. Client Referrals and Other Compensation See “Payments from Mutual Funds” in Item 6.B above. Whether made by MSWM or by agents acting on our behalf, trade errors do occur from time to time. MSWM maintains policies and procedures to ensure timely detection, reporting, and resolution of trade errors involving client accounts. In general, once a trade error has been identified, we take prompt, corrective action, returning the client’s account to the economic position it would be in absent the error. Once the trade error is resolved with respect to the client’s account, the handling of any resulting gain or loss can vary depending on the circumstances and the specific type of error; typically, however, any net gain or loss is either booked to the relevant error account or, in certain situations resulting in a net gain, donated to the Morgan Stanley Foundation. MSWM may compensate affiliated and unaffiliated third parties for client referrals in accordance with Rule 206(4)-1 of the Advisers Act. If the client invests in an investment advisory program, the compensation paid to any such entity will typically consist of an ongoing cash payment stated as a percentage of MSWM’s advisory fee or a one-time flat fee, but may include cash payments determined in other ways. Reviewing Accounts Financial Information At account opening, your Financial Advisor reviews your account to ensure that it and your investment strategy are appropriate for you in light of your investment objectives, risk tolerance, and financial circumstances. We are not required to include a balance sheet in this Brochure because we do not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. In the CGA program, generally, your Financial Advisor will contact you at least annually to review your account, except as otherwise provided in “Plan Review” in Item 4A above. We do not have any financial conditions that are reasonably likely to impair our ability to meet our contractual commitments to clients. MSWM reviews accounts daily to determine if any investments are outside the investment guidelines as described below. MSWM and its predecessors have not been the subject of a bankruptcy petition during the past 10 years. If your CGA account is identified as having investments outside investment guidelines (other than allocations to cash and cash equivalents and annuities), MSWM will consider investments in your related MSWM accounts (including your MSWM brokerage accounts for which we do not act as investment adviser) before taking any action. If your account investments are outside the investment guidelines as described above, your Financial Advisor may make a recommendation to bring your account within the investment guidelines. Alternatively, you may agree for your CGA account to remain invested in the subject securities. If your CGA account is identified as having investments outside investment guidelines for allocations to cash and cash equivalents or annuities, MSWM will consider investments in your related MSWM advisory accounts before taking any action. If your CGA account is outside the investment guidelines for allocations to cash and cash equivalents or annuities, your account must be brought within such investment guideline. Please contact your Financial 31  Exhibit: Affiliated Money Market Funds Fee Disclosure Statement and Float Disclosure Statement Sweep Vehicles in Retirement Accounts Retirement Accounts generally effect temporary sweep transactions of new free credit balances into Deposit Accounts established under the Bank Deposit Program. The table below describes the fees and expenses charged to sweep assets invested in shares of the Money Market Funds in which the account invests (expressed as a percentage of each fund’s average daily net assets for the stated fiscal year). Note that: • The rate of Advisory Fee and Distribution and Service Fees (including 12b-1 fees) (whether in basis points or dollars) may not be increased without first obtaining shareholder approval. • Expenses designated as “Other Expenses” include all expenses not otherwise disclosed in the table that were deducted from each fund’s assets or charged to all shareholder accounts in the stated fiscal year (and may change from year to year). These fees and expenses generally are paid to MSIM, MSWM and/or its affiliates for services performed. The aggregate amount of these fees is stated in the tables below. The amounts of expenses deducted from a fund’s assets are shown in each fund’s statement of operations in its annual report. Morgan Stanley Investment Management (and/or its affiliates) may, from time to time, waive part or all of its advisory fee or assume or reimburse some of a fund’s operating expenses (this may be for a limited duration.) Such actions are noted in the fund’s prospectus and/or statement of additional information. The table below shows the Total Annual Fund Operating Expenses (before management fee waivers and/or expense reimbursements) and the Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements. MSWM reasonably expects to provide services as a fiduciary (as that term is defined under ERISA or the Code) with respect to Retirement Accounts. MSWM believes that investing in shares of the funds for sweep purposes is appropriate for Retirement Accounts because using professionally managed Money Market Funds allows you to access cash on an immediate basis, while providing a rate of return on your cash positions pending investment. As is typical of such arrangements, we use only affiliated money funds for this purpose. MSWM also believes that investing a Retirement Account’s assets in the Deposit Accounts is appropriate. Terms of the Bank Deposit Program are further described in the Bank Deposit Program Disclosure Statement, which has been provided to you with your account opening materials. The fund expense information below reflects the most recent information available to us as of December 31, 2024, and is subject to change. Please refer to the funds’ current prospectuses, statements of additional information and annual reports for more information. Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements Fund Shareholder Service Fee Total Annual Fund Operating Expenses Advisory Fee Distribution and Service Fees Other Expenses 0.15% 0.25% 0.25% 0.08% 0.73% 0.45% MSILF Government Securities- Participant Share Class 0.15% N/A 0.10% 0.10% 0.36% 0.36% MS U.S. Government Money Market Trust Interest Earned on Float If MSWM is the custodian of your account, MSWM retains as compensation, for providing services, the account’s proportionate share of any interest earned on cash balances held by MSWM (or an affiliate) with respect to assets awaiting investment including: • new deposits to the account (including interest and dividends) and • uninvested assets held by the account caused by an instruction to the custodian to buy and sell securities (which may, after the period described below, be automatically sent to a sweep vehicle). This interest is generally at the prevailing Federal Funds interest rate. Generally, with respect to such assets awaiting investment: • when the custodian receives the assets on a day on which the NYSE is open (“Business Day”) and before the NYSE closes, the custodian earns interest through the end of the following Business Day and • when the custodian receives the assets on a Business Day but after the NYSE closes, or on a day which is not a Business Day, the custodian earns interest through the end of the second following Business Day. 32 

Form ADV Wrap Fee Program Brochure Morgan Stanley Smith Barney LLC Core Portfolios® Program March 28, 2025 2000 Westchester Avenue Purchase, NY 10577 Telephone: 914-225-1000 morganstanley.com This Wrap Fee Program Brochure provides information about the qualifications and business practices of Morgan Stanley Smith Barney LLC (“MSWM”). If you have any questions about the contents of this Brochure, please contact our Core Portfolios Support Team at 866-484-3658. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about MSWM also is available on the SEC’s website at www.adviserinfo.sec.gov. Registration with the SEC does not imply a certain level of skill or training.  Item 2: Material Changes This section identifies and describes material changes to the ADV Brochure since the version of this Brochure dated December 16, 2024. For more details on any particular matter, please see the item in this ADV Brochure referred to in the summary below. 2  Item 3: Table of Contents Item 1: Cover Page .................................................................................................................................................................................... 1 Item 2: Material Changes ........................................................................................................................................................................... 2 Item 3: Table of Contents .......................................................................................................................................................................... 3 Item 4: Services, Fees, and Compensation . ................................................................................................................................................ 4 A. General Description of the Core Portfolios Program and Services ........................................................................................... ............................................................................................................................................. ................................................................................. .......................................................................................................................................................................... ................................................................................................................................................................... Trading and Execution Services Trade Confirmations, Account Statements, and Performance Reviews Advisory Fee Fractional Shares . 4 6 6 7 7 ...................................................................................................................................................................... B. Comparing Costs C. Additional Fees ........................................................................................................................................................................ ................................................................................................................................................... ......................................................................................................................................................................... ETFs in Advisory Programs Cash Sweeps 8 . 9 9 10 Item 5: Account Requirements and Types of Clients .............................................................................................................................. 10 Item 6: Fund Selection and Evaluation .................................................................................................................................................... ..................................................................................................................................... A. Selection of the Investment Strategy . B. Selection and Review of Funds for the Program .................................................................................................................... C. Conflicts of Interest ................................................................................................................................................................ ...................................................................................................................................... .................................................................................................................................... . 13 ............................................................................................................................. .............................................................................................................................................................. ...................................................................................................................................................... .................................................................................................................. .............................................................................................. D. MSWM Acting as Portfolio Manager . Description of Advisory Services Tailoring Services for Individual Clients Wrap Fee Programs Performance-Based Fees Methods of Analysis and Investment Strategies Policies and Procedures Relating to Voting Client Securities 10 10 11 11 13 3 13 13 14 14 16 Item 7: Client Information Provided to Portfolio Managers . ................................................................................................................... 17 Item 8: Client Contact with the Portfolio Manager .................................................................................................................................. 17 Item 9: Additional Information ................................................................................................................................................................ ..................................................................................................................................................... ............................................................................................................ ...................................................................................................................................................................... ........................................................................................................................................................... ............................................................................................................................ ........................................................................................................................................................... Disciplinary Information . Other Financial Industry Activities and Affiliations Code of Ethics Reviewing Accounts . Client Referrals and Other Compensation Financial Information 17 17 18 19 19 19 19 3  Item 4: Services, Fees, and Compensation As custodian for your account, we will safeguard your assets from access by unauthorized persons, and we will protect the privacy of your personal and financial information. We will clearly disclose information about the fees you pay and that we receive. Firm description. Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management,” “MSWM,” “we,” “us,” and “our”) is a registered investment adviser and a registered broker-dealer. MSWM is one of the largest financial services firms in the United States, with branch offices in all 50 states and the District of Columbia. Details about issues such as those described above are found throughout this ADV Brochure. A. General Description of the Core Portfolios Program and Services MSWM offers clients many different advisory programs. You may obtain ADV Brochures for other MSWM investment advisory programs at morganstanley.com/ADV. All client assets in the Core Portfolios program are custodied at MSWM (except for “sweep” assets custodied at the Sweep Banks and, if applicable, the Sweep Fund (as defined in Item 4.C below) pursuant to the Bank Deposit Program). Please see Item 4.C (Services, Fees and Compensation – Additional Fees – Cash Sweeps – Bank Deposit Program) for more information. The Core Portfolios program (“Program”) offers you the ability to invest in one or more of our investment model strategies composed of a diversified portfolio of exchange traded funds (“ETFs”) managed by a professional Investment Management Team employed by MSWM (each an “Investment Strategy”). MSWM does not provide advice as to whether a client or prospective client should open an account in the Program. MSWM is a fiduciary to you. In serving as investment adviser to our clients (“client,” “you,” and “your”) in this program, MSWM is a fiduciary to you. We are registered under the Investment Advisers Act of 1940 (the “Advisers Act”), which places a fiduciary obligation on us in terms of the way that we provide services to you. In order to open an account in the Program, we will ask you for certain information in order to determine your financial needs and objectives, including but not limited to your risk tolerance, investment goals, liquidity needs, time horizon, investment restrictions, risk tolerance, investment experience, tax sensitivity, and the source of funds to be invested (“Investor Profile”). In addition, we reasonably expect to provide services as a “fiduciary” (as that term is defined in Section 3(21)(A) of the Employee Retirement Income Security Act of 1974 (“ERISA”) and/or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)), with respect to individual retirement accounts (“IRAs” or “Retirement Accounts”), as described in Section 4975 of the Code. We will then present you with an investment proposal in which we will recommend an Investment Strategy based on your Investor Profile. You may choose to accept our recommendation or select a different Investment Strategy for the account. If you select to invest your account in an Investment Strategy other than the one, we have recommended, we may ask you to update certain aspects of your Investor Profile in order to align it with the Investment Strategy you have selected. Once you have selected the Investment Strategy in which to invest, MSWM will have discretion to determine what securities to purchase and sell for your account and will implement such investment decisions without your further consent, based on the discretionary authority you have granted us. Investments in your account will be composed of ETFs. As a fiduciary, we ensure that your best interests come first. We endeavor to provide you with full disclosure of all material facts relating to our investment advisory relationship with you. Our advisory programs are designed to avoid conflicts of interest. In situations where the appearance of, or the potential for, such a conflict is unavoidable, we will clearly disclose the details of this to you. A key feature of this program is that we will provide you with objective investment advice. Investment choices for your account are the subject of an intensive due diligence process by our experienced professionals. Our recommendations of such products are made only after we have thoroughly reviewed your investment goals and risk tolerance and concluded that the recommended investment products are appropriate for you. We will provide ongoing investment advice to you and monitor your investments to ensure that they remain consistent with your objectives and risk tolerance. We will always attempt to obtain the most favorable terms for any transaction that we make in your accounts. This practice is often referred to in the industry as “best execution.” You also have the option of choosing certain client-selected strategies (“Client-Selected Strategy”) as an overlay to the investments that we include in the management of your Investment Strategy. The Client-Selected Strategies include smart beta or socially responsible investment holdings. By choosing a Client-Selected Strategy, you acknowledge and agree that MSWM is not providing investment advice regarding your decision to use a Client-Selected Strategy and related investments, nor is MSWM advising on the prudence of such selections. You should be cognizant when choosing a Client-Selected Strategy that such portion of the portfolio could perform differently from other strategies available in the Program. Therefore, the Client- Selected Strategy could meet certain personal investment preferences, but you need to consider whether these strategies are in your best interest. You should be aware that the Program is not designed to provide you with a comprehensive financial plan but rather to recommend We will supervise our professionals to ensure that they are providing the services within appropriate guidelines, and we will monitor our employees to ensure that they meet prevailing ethical standards. 4  an Investment Strategy that seeks to achieve the specific investment goal that you have indicated. means that most of your interactions with MSWM will be conducted electronically via email, a dedicated Program website on the internet, and/or the Program’s mobile application. You may also call the Core Portfolios Support Team at 866-484- 3658. Tax-loss harvesting. If available, you may request that we seek to “harvest” tax losses across all your eligible taxable accounts in the Program. In effecting tax-loss harvesting, we will not consider dividends in your account or any assets you may hold in other accounts at MSWM that are not invested in the Program. We will also not consider any Client-Selected Strategy held in your account. Upon confirmation of your tax-loss harvesting enrollment, we will: i. Monitor your account(s) daily for eligible losses that can be sold to satisfy a tax-loss harvest. ii. Once an eligible loss exceeds approximately 10% of the account value and is over $100, sell ETF shares to realize the losses in your account. You can access important documents, view your account holdings and transactions, and review your portfolio’s performance on the Program’s website and mobile application. You will be asked to provide information to us by email or on the Program website or mobile application. We will generally send all communications regarding your account electronically, as well. We will not send you any account documentation or communications in paper form unless we are required to do so pursuant to applicable law or we determine to do so at our own discretion. Your continued participation in the Program is contingent on your agreeing to receive all required account documentation and communications electronically. You should take into consideration the electronic nature of the Program when determining whether it is appropriate for your investment needs and goals. iii. Monitor all accounts in the Program to ensure that all transactions comply with Internal Revenue Service guidelines during the wash sale period (the 61-day period from 30 days before to 30 days after the date of sale during which an investor cannot purchase substantially identical stocks or securities). iv. Reinvest the proceeds of such sale in one or more broad- based ETFs or cash equivalents during any applicable restricted period. v. Account opening. To enroll in the Program and open an account, you must provide us with certain information required to create your Investor Profile, including your investment goal and risk tolerance, as well as certain additional information about your financial situation. You must enter into the MSWM Core Portfolios Investment Advisory Agreement (“Advisory Agreement”), which describes the terms and conditions governing your account and the discretionary investment advisory services we provide to you. You will also be required to complete and execute additional account documentation, including the E*TRADE from Morgan Stanley Client Agreement for Self-Directed Accounts (“Account Documentation”), which will govern the custody of your account assets and the execution of securities transactions in your account. Hold the replacement ETF shares or cash equivalents or other securities in your account for a minimum of 30 days. Thereafter, we will monitor the value of the replacement security and generally not sell it if the sale will result in a substantial short-term capital gains tax. However, the replacement security may be sold in certain instances where the potential short-term capital gain is below a specified minimum threshold. In such case, the sale will result in ordinary income to you. vi. All the terms of the Advisory Agreement and the Account Documentation will set forth our mutual obligations regarding your account. Upon the completion and execution of the Advisory Agreement and all required Account Documentation, we will open your account for you within a reasonable amount of time. Until we incept your Program account, your assets will be held in a brokerage account and cannot be traded. During such time, the account assets will not be actively managed or incur the Advisory Fee (as defined in Item 4.C below), nor will MSWM act as a fiduciary with respect to such assets. Once the replacement security is sold, we will invest the proceeds in the account in accordance with the applicable Investment Strategy. If you open a new account during this 30-day restricted period and the Investment Strategy you selected calls for your account to be invested in a security that was harvested in another account in the Program, your account will instead be invested in a replacement ETF with similar risk and asset class characteristics during the restricted period. Once the restricted period ends, we will seek to invest in the security originally mandated by the Investment Strategy in a tax-efficient manner. There is no guarantee that any harvesting request will achieve any particular tax result. MSWM does not provide you with any tax advice in connection with tax-loss harvesting. Tax-loss harvesting may adversely affect the investment performance of your account(s). Investment restrictions. You may request reasonable restrictions on the management of your account by requesting that an alternative ETF is selected for a particular asset class. MSWM will determine at our sole discretion if we will agree to any such requested restriction and how to implement it. We may implement restrictions differently in accounts that have elected tax-loss harvesting, if available. Any restriction you impose will not apply to the management of the underlying securities in any ETF included in your account. Implementation of any such restrictions may have a negative impact on the performance of your account. You may request to impose reasonable investment Electronic relationship. When available, the Program is offered through an interactive digital platform on etrade.com and is accessible on the internet on a variety of mobile platforms. This 5  restrictions on your account by calling the Core Portfolios Support Team at 866-484-3658. investment with any There may be instances in which certain of your cash is custodied elsewhere as part of our sweep program, the Bank Deposit Program, as further described in Item 4.C below under “Cash Sweeps.” In such case, we will provide you with notification as to the applicable custodian. investment The compliance of any restrictions shall be determined on the date of purchase only, based on the price and the characteristics of the investment on the date of purchase compared with the value of the account as of the most recently preceding valuation date. Trade Confirmations, Account Statements, and Performance Reviews the delivery of Although we may accept reasonable restrictions as described above, we will not have any obligation to manage your account in accordance with any investment guidelines, policy statements, or other documents unless we specifically agree to do so in writing. Trading and Execution Services Pursuant to the investment and trading discretion you grant us under the terms of the Advisory Agreement, MSWM will manage the securities held in your account in such manner as we may deem advisable, subject to the terms and conditions of the Advisory Agreement, the Investment Strategy, and any Client- Selected Strategy. As a general matter, transactions for the purchase or sale of securities and other investments in your account will be effected through MSWM or an affiliate. We may reallocate or rebalance assets in your account without your prior consent to each such transaction. Reallocation of assets may have tax consequences. MSWM provides you with written confirmation of each securities transaction effected in your account. Pursuant to the terms of the Advisory Agreement, we suppress trade confirmations after the completion of each trade. Instead, information about securities transactions executed in your account will be included on your monthly account statement. This suppression of trade confirmations will generally be implemented in your account one day after account inception. You are not required to agree to this provision, and you may choose to receive from us, at no additional cost, trade confirmations for every transaction, for a specific transaction, or for any period in which you elected not to receive individual trade confirmations. You can also revoke your authorization at any time. You may select any of these options by contacting the Core Portfolios Support Team at 866-484-3658. Even in instances where you have requested to suppress the delivery of trade confirmations, we may still deliver trade confirmations after the completion of certain trades. You will also receive fund prospectuses when appropriate. We will also provide monthly account statements for each month in which activity occurs in your account, but we will send you an account statement at least quarterly even if there is no activity in your account. These monthly account statements will reflect all of the transactions effected in your account, your holdings, any deposits to or withdrawals from the account, the amount of fees and expenses deducted from the account (as further described under “Advisory Fee” below), as well as any realized and unrealized gains and losses in the account. You should review all such trade confirmations and account statements promptly upon receipt and notify us immediately of any errors or discrepancies. that you You may review performance information about your account at any time on the Program’s website or mobile application. We recommend review your account performance periodically. Best execution. We will always attempt to obtain the most favorable terms for any transaction that we make in your account. This practice is often referred to as “best execution” in the industry and entails the efficient placement of orders, clearance, settlement, and the overall quality of executions as well as cost of the transactions. For transactions effected in your account in an ETF, we may determine that best execution is more likely to be achieved by having a broker-dealer other than MSWM or an affiliate execute the transaction, even though such broker-dealer requires payment of a commission or commission equivalent to execute the transaction. This applies to certain transactions, including, without limitation, block trades in which we aggregate securities purchases or sales for your account with those of one or more of our other clients. In such instance, you will incur additional fees or charges related to these trades. These costs are in addition to the Advisory Fee described below, will be included in the net price of the security, and will not be reflected as a separate charge on your trade confirmations or account statements. Advisory Fee (a) our Aggregation of transactions. MSWM, acting for your account, may aggregate orders for the same securities with other clients, our own accounts, and/or accounts of our employees or related persons. In such cases, each account in the aggregated transaction is charged or credited with the average price per unit and, where applicable, any additional fees. To participate in the Program, you will pay an annualized fee of 0.30% of assets under management (“Advisory Fee”). The investment advisory and Advisory Fee covers discretionary portfolio management services, (b) the execution of transactions in your account, (c) custody of your account assets, and (d) reporting. This is a wrap fee. Custody of your account assets. MSWM will generally maintain custody of all cash, securities, and other investments in your account. As custodian, we will maintain your account assets, debit fees and other expenses, process deposits to and withdrawals from the account, and provide such other custodial functions as are customarily performed with respect to securities brokerage accounts. MSWM may offer certain promotional discounts on the Advisory Fee. A discounted Advisory Fee or waiver of the Advisory Fee for a period of time may be available in certain instances or for a certain category of investors, including but not limited to MSWM employees and participants in stock option plan services. Certain clients may also be eligible to pay a discounted Advisory Fee 6  in the account in a manner we determine in good faith to reflect fair market value. based on such factors as the type and size of a client’s relationship with MSWM and/or our affiliates. We will send you written confirmation of your Advisory Fee rate upon account opening. When fees are payable. The Advisory Fee is charged monthly in advance. The initial Advisory Fee is due in full on the date the account is incepted at MSWM (the “Inception Date”) and is based on the market value of the assets in the account on or about that date. Inception occurs when MSWM has notified you that it has approved the account for trading, and you have deposited sufficient funds into the account. MSWM will begin investing assets within a reasonable amount of time, generally not to exceed sixty (60) days, after you have deposited the sufficient funds into the account. The initial Advisory Fee payment generally covers the period from the Inception Date through the last day of the applicable billing period and is prorated accordingly. However, in certain instances where the Inception Date occurs close to the end of a billing period, the initial Fee shall cover the period from the Inception Date through the last day of the next full billing period and is prorated accordingly. Thereafter, the Advisory Fee is paid monthly in advance based on the account’s market value on the last business day of the previous billing month and is due promptly. Deposits and withdrawals. You may make deposits into the account at any time, subject to our right to terminate the account. To fund your account, we accept cash or securities. Securities transferred to fund an account will generally be liquidated upon receipt. Additional deposits are limited to cash. However, we may accept certain types of securities for deposit at our discretion. In the event that the securities you hold are or become incompatible with MSWM’s advisory platform or otherwise ineligible for the Program, MSWM may terminate your account or sell your incompatible securities, in its discretion, when the account is opened, or at any time thereafter in accordance with applicable law. We will liquidate securities transferred or journaled into your account to fund the account, and the cash proceeds will be invested in the Investment Strategy. If ETFs or mutual funds are transferred or journaled into the account, you will not recover the front-end sales charges previously paid and/or may be subject to a contingent deferred sales charge, a redemption, or other fee based on the length of time that you have held those securities. The Advisory Agreement authorizes us to deduct from the assets in the account, the Advisory Fee and any other fees and expenses described in this ADV Brochure and/or the Advisory Agreement when due. We reserve the right to liquidate a portion of your account assets to cover the Advisory Fee and all other fees and expenses at any time. Liquidation may affect the relative balance of your account and may also have tax consequences and/or cause your account to be assessed transaction charges. Fractional Shares We may require that you provide us with up to five days’ prior notice of a withdrawal of assets from the account, which will be processed subject to the usual and customary securities settlement procedures. If you wish to withdraw a partial balance from the account, upon your request we will liquidate securities from your account representing the amount you have requested to withdraw, and thereafter you will be permitted to make a withdrawal of the cash. If you wish to withdraw securities from the account, you may do so only if you withdraw the full balance of the account. Withdrawals of securities representing a partial balance of the account are not permitted. No Advisory Fee adjustment will be made during any billing period for withdrawals or deposits. No Advisory Fee adjustment will be made during any billing period for appreciation or depreciation in the value of account assets during that period. Refund upon account termination. The Advisory Agreement may be terminated at any time upon verbal or written notice by either party or the other, and termination will become effective upon receipt of (or as otherwise specified in) such notice. If the account is terminated by either party, you will be entitled to a prorated refund of any Advisory Fee based on the number of days remaining in the billing month after the date upon which notice of termination is effective. Valuation of account assets. In computing the value of assets in the account, MSWM will value ETFs traded on any national securities exchange or national market system, as of the valuation date, at the closing price and/or the mean bid and ask prices of the last recorded transaction on the principal market on which they are traded. With fractional share investing, your account may be eligible to purchase fractional share positions of ETFs and other eligible securities in accordance with your account asset allocation. Fractional share investing is offered as an accommodation in Core Portfolios. MSWM is under no obligation to continue to facilitate, support or execute any fractional share transaction or custody of fractional shares in the future. The potential benefits of investing in fractional shares include, but are not limited to, achieving greater opportunity for portfolio diversification by allowing your account to hold more positions and asset classes within your portfolio which your account might not otherwise have been able to hold; participating in fractional dividend distribution; and lowering cash holdings. Clients holding fractional shares can see these portfolio positions reported in US dollars or shares. However, fractional shares are typically not recognized outside of Morgan Stanley and therefore are illiquid, cannot be sold directly into the market and cannot be transferred via an automatic clearinghouse. There is no guarantee that there will be a market for fractional shares of a particular security and MSWM has not committed to, and is not obligated to, make a market in such securities. In valuing assets, we use information provided by recognized independent quotation and valuation services. We believe this information to be reliable but do not verify the accuracy of such information provided by these services. If any of the above- referenced methods are not available to us or if we do not believe them to be accurate, we will value any securities and investments Certain securities and investment strategies may be ineligible for fractional share investing, as determined by MSWM in its discretion. If certain previously eligible securities or investment 7  shares in order to be able to route whole shares for execution. If MSWM does not have any shares in inventory, MSWM would go out into the market and buy 1 share. It would then match up 0.5 shares (keeping the other 0.5 shares in inventory) with the 100.5 share order and route out a “sell” order of 101 to the market for execution. As such, there could be a delay in execution of such “sell” order as we obtain a share to match up with the fractional share trade in order to facilitate its execution. strategies in your account become ineligible for fractional share investing, we will process a liquidation of such fractional share positions and will credit the proceeds to your account. Upon termination of your advisory account, your fractional share positions will remain in your account until the positions are fully liquidated. Fractional shares cannot be transferred to another brokerage firm. In order to transfer fractional share holdings to another brokerage firm, the fractional shares will need to be liquidated and the proceeds of such liquidation can then be transferred out. In addition to the limited liquidity and transferability, there are other unique features, limitations, and risks that you should be aware of before engaging in fractional share investing: Order Types: MSWM only accepts market and limit orders for fractional share orders of 1 share or greater; for orders less than 1 share, only market orders are accepted. Dividends, Corporate Actions and Voting: You are entitled to receive any dividends paid on your fractional share positions. The dividend payable in respect of your fractional share position will be an amount proportionate to your ownership interest. Fractional shares will be eligible to participate in both mandatory corporate actions (e.g., stock splits, mergers) as well as voluntary corporate actions (e.g., tender offers). However, you will not have voting rights for any of the fractional shares held in your account. You will only be permitted to vote in respect of your whole share positions. For additional information about fractional share trading, please contact us. B. Comparing Costs Capacity & Order Execution: Fractional share transactions cannot be routed to an exchange or other market makers for execution. Therefore, the fractional share component of an order will need to be matched up with shares held in inventory by MSWM to make a whole share which can then be routed for execution. This means that MSWM will be trading alongside the fractional share trade to facilitate the order. In this case, the order will be routed out for execution in an agency capacity. MSWM will not be trading with these orders as principal. (See “Trading and Execution” below for more information on trading alongside). For orders greater than 1 share, the fractional share portion of the trade will be treated in the same manner as the whole share potion of the trade (i.e., held vs. not held). For orders less than 1 share, the fractional share will be treated as held. The Advisory Fee is a wrap fee, which means you pay one fee, based on the market value of the account, for the advisory, execution, custody, and reporting services we provide to you under the Program. Depending on the level of trading and the types of securities purchased or sold in your account, you may pay more or less for such services than if you purchased such services separately (to the extent that such services would be available separately). You may also be able to obtain transaction execution at a higher or lower cost in a brokerage account at MSWM or elsewhere. However, such transactions could not be executed on a discretionary basis by us in a brokerage account. Furthermore, the same or similar services to those available in the Program may be available at a lower fee in programs offered by other investment advisers. If a pre-market fractional share “sell” order is submitted and MSWM does not hold any shares in inventory, MSWM will be required to purchase one share in the market to be able to round the fractional share up to a whole share before the order can be sent for execution. In that case, the trade will not receive the opening auction price for these executions. When assessing a wrap fee program’s cost, you should consider the amount of trading activity you anticipate, other wrap fee programs offered by MSWM, and such factors as commission rates, your investment experience and knowledge, and your availability to monitor and rebalance investments. ETFs charge underlying fees and expenses that are separate and apart from the Advisory Fee. In the event of a trading halt, all trading, including fractional share transactions, will be halted until the halt is lifted and trading resumes. For certain investment styles, there may be a fund and separately managed account (“SMA”) offered by the same investment management firm; therefore, the underlying investments in the SMA and the fund may be substantially identical. Because the underlying expenses and fees of the SMA are generally lower, the performance of an SMA is generally higher than that of the comparable fund. Therefore, for such investment styles, if the client meets the minimum level of investment for the SMA, the client may have a financial benefit to select an SMA as the investment product. In addition, we offer other programs that do Additional Considerations for “Sell” Orders: If a fractional share “sell” order is placed and MSWM does not hold any shares in inventory, MSWM will be required to purchase one share in the market to be able to round the fractional share up to a whole share before the order can be sent for execution. For example, for a “sell” order of 100.5 shares, MSWM would need to match up 0.5 shares from inventory with the order of 100.5 8  not offer ETFs. The fees in those programs may be higher or lower than the fees in this Program. You do not pay any sales charges for purchases of ETFs in the Program. MSWM also receives the following fees and payments in connection with your investment in an ETF. You should consider these and other differences when deciding whether to invest in an investment advisory or a brokerage account and, if applicable, which advisory programs best suit your individual needs. Expense payments and data analytics fees. MSWM provides ETF families with opportunities to sponsor meetings and conferences, and we grant them access to our employees for educational, marketing, and other promotional efforts. ETF representatives also work closely with us to develop business strategies and support promotional events for clients and prospective clients and educational activities. The Advisory Fee for your account may be higher or lower than the fees that we charge other clients, depending on, among other things, the extent of services provided to those clients and the cost of such services. The Advisory Fee for your account may also be higher or lower than the cost of similar services offered through other financial firms. C. Additional Fees Some ETF families or their affiliates reimburse MSWM for certain expenses incurred in connection with such promotional efforts, client seminars, and/or training programs. ETF families independently decide if and what they will spend on such activities, with some fund families agreeing to make substantial annual dollar amount expense reimbursement commitments. ETF families also invite our employees to attend their family- sponsored events. Expense payments may include meeting or conference facility rental fees and hotel, meal, and travel charges. For more information about the payments MSWM receives from these fund families, please refer to “ETF Revenue Sharing, Expense Payments and Data Analytics Fees” section of Morgan Stanley’s Important Account Information brochure which can be found at morganstanley.com/disclosures. transfer The Advisory Fee does not cover the following fees and expenses, which may be charged to your account: (a) the costs of investment management fees and other expenses charged by ETFs; (b) fees or other charges that you may incur in instances where an ETF transaction is effected through a third-party broker-dealer and not through us or our affiliates. Such fees or other charges will be included in the price of the ETF and not reflected as a separate charge on your trade confirmations or account statements; (c) MSWM account establishment or maintenance fees for IRAs and Versatile Investment Plans (“VIP”), which are described in the respective IRA and VIP account and fee documentation (which may change from time to time); (d) account closing/transfer costs; (e) processing fees; and/or (f) certain other costs or charges that may be imposed by third parties (including, among other things, odd-lot differentials, taxes, foreign custody fees, exchange fees, supplemental transaction fees, regulatory fees and other fees or taxes that may be imposed pursuant to law). ETF family representatives are allowed to occasionally entertain and give nominal gifts to our employees (subject to an aggregate entertainment limit of $1,000 per employee per ETF family per year). MSWM’s non-cash compensation policies set conditions for each of these types of payments and do not permit any entertainment or gifts conditioned on achieving any sales target. ETFs in Advisory Programs brochure which can be found MSWM also provides ETF families with the opportunity to purchase data analytics regarding Fund sales. The amount of the fee depends on the level of data. We also offer sponsors of passively managed ETFs a separate transactional data fee. Additional fees apply to electing to purchase supplemental data analytics regarding other financial product sales at MSWM. For more information about these payments, as well as others, please refer to the “ETF Revenue Sharing, Expense Payments and Data Analytics Fees” section of Morgan Stanley’s Important Account Information at morganstanley.com/iai. Conflicts of Interests regarding the Above-Described Expense Payments and Fees for Data Analytics. The above-described fees present a conflict of interest for MSWM to promote and recommend those ETFs that make these payments rather than other eligible investments that do not make these or similar payments. Investing in strategies that invest in mutual funds, closed-end funds and ETFs (such mutual funds, closed-end funds and ETFs are collectively referred to in this ETFs in Advisory Programs Section as “ETFs”) is more expensive than investing in certain other securities or investment vehicles. In addition to the Advisory Fee, you pay the fees and expenses of the ETFs in which your account is invested. ETF fees and expenses are charged directly to the pool of assets the ETF invests in and are reflected in each ETF’s net asset value. These fees and expenses are an additional cost to you that is imbedded in the price of the ETF and, therefore, are not included in the Advisory Fee reflected on your account statements. Each ETF’s expense ratio (the total amount of fees and expenses charged by the ETF) is stated in its prospectus. The ETF expense ratio generally reflects the costs incurred by shareholders during the ETF’s most recent fiscal reporting period. Current and future expenses may differ from those stated in the policies described in the applicable prospectus. Certain ETFs managed by our affiliates, which include but are not limited to Morgan Stanley Investment Management, Eaton Vance, Boston Management and Research, Calvert Research and Management, Atlanta Capital Management Company, and Parametric Portfolio Associates, may be included in your account. For all ETF investments, you will also incur fees and other expenses that are paid by the ETF but borne by all of its shareholders (e.g., management fees, custody fees, administrative services and transfer agency fees, redemption fees, portfolio transaction execution costs, and other fees and expenses, including distribution fees and shareholder servicing fees). Information about such fees and expenses is set forth in each ETF’s prospectus. To the extent that such ETFs are offered to and purchased by Retirement Accounts, the fee on any such Retirement Account will be reduced or adjusted by the amount of the fund 9  management fee, shareholder servicing fee, and distribution fee that we or our affiliates receive in connection with such Retirement Account’s investment in such affiliated ETF. higher or lower than the rate of return on other available cash alternatives. MSWM is not responsible if the BDP has a lower rate of return than other available cash alternatives or causes any tax or other consequences. which is available For eligibility criteria and more information about cash sweeps in general, please refer to the Bank Deposit Program Disclosure at: Statement, http://www.morganstanley.com/wealth- investmentstrategies/pdf/BDP_disclosure.pdf. Conflicts of interest regarding Sweep Investments. Other Compensation. Morgan Stanley or its affiliates receive, from certain Funds, compensation in the form of commissions and other fees for providing traditional brokerage services, including related research and advisory support, and for purchases and sales of securities in Fund portfolios. We and/or our affiliates also receive other compensation for certain Funds for financial services performed for the benefit of such Funds, including but not limited to providing stand-by liquidity facilities. Providing these services may give rise to a conflict of interest for Morgan Stanley or its affiliates to place their interests ahead of those of the Funds by, for example, increasing fees or curtailing services, particularly in times of market stress. You should be aware that the Sweep Banks, which may be affiliates of MSWM, will pay MSWM an annual account-based flat fee for the services performed by MSWM with respect to the BDP. MSWM and the Sweep Banks will review such fee annually and, if applicable, mutually agree on any changes to the fee to reflect any changes in costs incurred by MSWM. We will not receive cash compensation or credits in connection with the BDP for Retirement Account assets in the Deposit Accounts. The fee received by MSWM may affect the interest rate paid by the Sweep Banks on your Deposit Accounts. Morgan Stanley prohibits linking the determination of the amount of brokerage commissions and/or fees charged to a Fund to the aggregate values of our overall Fund-share sales, client holdings of the Fund or to offset the revenue-sharing, administrative service fees, expense reimbursement and data analytics fees described above. In addition, we generally seek to be reimbursed for the associated operational and/or technology costs of adding an/or maintaining Funds on our platform. These flat fees are paid by Fund sponsors or other affiliates (and not the Funds). Cash Sweeps brokerage accounts and are set forth At times a portion of your account may be held in cash. This may be due to, among other things, an Investment Strategy’s allocation to cash, a liquidation of assets to pay the Advisory Fee, or for liquidity purposes during volatile market conditions. All such cash allocations and free credit balances in your account will automatically be deposited, or “swept,” into our Bank Deposit Program (“BDP”) as your cash sweep vehicle (the “Sweep Investment”). The interest rates for BDP in your account will be tiered based upon the value of the BDP balances across your brokerage and advisory accounts. The BDP assets in your advisory accounts receive separate interest rates from deposits in your in: https://www.morganstanley.com/wealth-general/ratemonitor. It is important to note that free credit balances and allocations to cash, including assets invested in the BDP, are included in the calculation of the Advisory Fee. In addition, MSWM, the Sweep Banks, and their affiliates receive other financial benefits in connection with the BDP. Through the BDP, each Sweep Bank will receive a stable, cost-effective source of funding. Each Sweep Bank intends to use deposits in the Deposit Accounts at the Sweep Bank to fund current and new business, including lending activities and investments. The profitability on such loans and investments is generally measured by the difference, or “spread,” between (a) the interest rate paid on the Deposit Accounts at the Sweep Banks and other costs of maintaining the Deposit Accounts and (b) the interest rate and other income earned by the Sweep Banks on those loans and investments made with the funds in the Deposit Accounts. The cost of funds for the Morgan Stanley Sweep Banks of deposits through the sweep program in ordinary market conditions is lower than their cost of funds through some other sources, and the Morgan Stanley Sweep Banks also receive regulatory capital and liquidity benefits from using the sweep program as a source of funds as compared to some other funding sources. In return for receiving deposits through the BPD, the Program Banks provide other deposits to the Morgan Stanley Sweep Banks. This reciprocal deposit relationship provides a low-cost source of funding, and capital and liquidity benefits to both the Program Banks and the Morgan Stanley Sweep Banks. The Program Banks pay a fee to a Program Administrator in connection with the reciprocal deposits, but the cost of that fee is not borne directly by Morgan Stanley clients. MSWM will effect sweep transactions only to the extent permitted by law and if you meet the BDP’s eligibility criteria (as described in the Bank Deposit Program Disclosure). (individually collectively the The Morgan Stanley Sweep Banks have discretion in setting the interest rates paid on deposits through the BPD and are under no legal or regulatory requirements to maximize those interest rates. The Morgan Stanley Sweep Banks and the Program Banks can and sometimes do pay higher interest rates on some deposits they receive directly than they pay on deposits received through BPD. This discretion in setting interest rates creates a conflict of interest for the Morgan Stanley Sweep Banks. The lower the amount of interest paid to customers, the greater the “spread” earned by the Morgan Stanley Sweep Banks on deposits through the Program, as explained above. Under the BDP, funds will be automatically deposited into interest-bearing deposit accounts (“Deposit Accounts”) insured the Federal Deposit Insurance Corporation (“FDIC”) by established for you by and in the name of Morgan Stanley, as agent and custodian, at one or more FDIC-insured depository institutions “Sweep and Banks”).You acknowledge and agree that if you are eligible, the BDP will be your designated Sweep Investment. You further acknowledge and agree that the rate of return on the BDP may be 10  Item 5: Account Requirements and Types of Clients more, from the weighted percentage of the portfolio’s target asset allocation, we will automatically rebalance your investments to maintain the appropriate risk level aligned with the Investment Strategy that you have selected. Your account may also be rebalanced when you make material deposits or withdrawals in connection with tax-loss harvesting and when the GIC makes updates to its strategic asset allocation. Rebalancing may have tax implications. B. Selection and Review of Funds for the Program Each Investment Strategy is generally constructed of ETFs. Account minimums. To participate in the Program, you must maintain a minimum investment amount of $500 for the life of the account, except as may otherwise be agreed to by MSWM at our sole discretion. Your account will not be actively managed until the account balance meets this minimum investment amount. If withdrawals cause the account value to fall below $450, we will require that you deposit additional cash into your account to reach the $500 minimum. If you fail to maintain the required minimum investment amount, we will discontinue managing your assets in accordance with the Investment Strategy and may require that you close your account. The Program is designed as a long-term investment vehicle, and withdrawals may impair your ability to meet your investment goal. Our Global Investment Manager Analysis group (“GIMA”) evaluates every ETF available to be included in the Program. GIMA may delegate some or all of its functions to an affiliate or third party. Types of clients. The Program is available for natural person clients who open individual accounts and IRAs. The Program is not available for trusts, charitable organizations, corporations, and business accounts. Item 6: Fund Selection and Evaluation A. Selection of the Investment Strategy GIMA will conduct a qualitative and quantitative review of each eligible ETF, which will include a review of a complete Request for Information (“RFI”) proposal, sample portfolios, asset allocation histories, Form ADV (the form that investment managers use to register with the SEC), past performance information, and marketing literature. GIMA will also consider such additional factors as investment process, investment performance, business and organization characteristics, and personnel depth, turnover, and experience. GIMA personnel may also interview the ETF’s key personnel and examine its operations. GIMA may also use a proprietary algorithm—a rules- based scoring mechanism—which reviews various factors and ranks each security on that basis. Thereafter GIMA periodically evaluates the ETFs on an ongoing basis to determine whether they continue to meet the criteria required to be included in the Program. MSWM uses our proprietary algorithms to provide the investment advisory services under the Program. These algorithms are developed and maintained by MSWM’s Global Investment Committee (“GIC”). Based on MSWM’s capital market assumptions, the GIC defines the asset allocations that are used as the basis for the model portfolios offered to clients under the Program. MSWM’s Investment Solutions Investment Committee selects and invests the specific ETFs that populate these model portfolios. C. Conflicts of Interest Based on your Investor Profile, our proprietary algorithm will recommend an Investment Strategy that we believe best fits your investment goal, risk tolerance, and financial needs. You may choose to accept our recommendation or select a different Investment Strategy for the Program account. Advisory versus brokerage accounts. MSWM may earn more compensation if you invest in the Program and pay the Advisory Fee than if you open a brokerage account and pay commissions for each securities transaction. MSWM therefore has a financial incentive to recommend the Program to you. We address this conflict of interest by disclosing it to you and implementing processes through which we review your account at account opening to ensure that it is appropriate for you in light of your investment goal and financial circumstances. Algorithms are also used to monitor for investment rebalancing and to systematically evaluate your portfolio’s suitable risk level over time. The deposits and withdrawals that you make are also evaluated by algorithms that determine the specific securities that need to be traded based on the underlying tax lots within your asset allocation, as well as other instructions that may have been provided to MSWM. If you choose to enroll in optional services that may include but are not limited to tax-loss harvesting, your eligible account(s) will be monitored by algorithms that determine the required transactions to effect in your account(s). Throughout the life of your Program account, if you make any changes to the information in your Investor Profile, the algorithm will also evaluate whether your account should be rebalanced and whether a different Investment Strategy should be recommended. Payments from investment advisers and sponsors of ETF. See Item 4.C above (Additional Fees – ETFs in Advisory Programs). Investment advisers and/or ETF sponsors may also sponsor educational conferences and pay the expenses of our employees attending these events. MSWM’s policies require that the training or educational portion of such conferences constitutes substantially all of the event. Investment advisers and/or ETF sponsors may sponsor educational meetings or seminars in which clients as well as MSWM representatives are invited to participate. Rebalancing your account. MSWM monitors your portfolio every day, looking for opportunities to rebalance. Whenever the investments in your portfolio drift too far, generally by 5% or Investment advisers and/or sponsors of ETF are allowed to occasionally entertain and give nominal gifts to our employees (subject to a limit of $1,000 per employee per investment manager 11  per year). MSWM’s non-cash compensation policies set conditions for each of these types of payments and do not permit any entertainment or gifts conditioned on achieving a sales target. We believe that the nature and the range of clients to which such services are rendered are such that it would be inadvisable to exclude categorically all of these companies from an account. Accordingly, it is likely that securities in your account will include some of the securities of companies or ETFs for which MSWM and our affiliates perform investment banking or other services. We address these conflicts of interest by ensuring that any payments described in this “Payments from investment advisers and sponsors of ETF” section do not relate to any particular transactions or investments made by our clients with investment managers. Participants in the Program are not required to make any of these types of payments. The payments described in this section comply with Financial Industry Regulatory Authority rules relating to such activities. See the disclosure in Item 4.C above under “ETFs in Advisory Programs” for more information. information. Furthermore, in certain Restrictions on securities transactions. There may be periods during which MSWM is not permitted to initiate or recommend certain types of transactions in the securities of issuers for which MSWM or one of our affiliates is performing broker-dealer or investment banking services or has confidential or material nonpublic investment advisory programs, MSWM may be compelled to forgo trading in or providing advice about Morgan Stanley Parent (as defined in Item 9: “Additional Information” under “Other Financial Industry Activities and Affiliations” below) securities and certain related securities. These restrictions may have an adverse impact on your account’s performance. Other relationships with ETFs. Some ETFs included in the Program may have business relationships with MSWM or our affiliates. For example, an ETF may use Morgan Stanley & Co. LLC (“MS&Co”) or an affiliate as its broker or may be an investment banking client of MS&Co or an affiliate. GIMA does not consider the existence or lack of a business relationship in determining whether to include an ETF in the Program. Different advice. MSWM and our affiliates may give different advice, take different action, receive more or less compensation, or hold or deal in different securities for any other party, client, or account (including their own accounts and those of their affiliates) from the advice given, actions taken, compensation received, or securities held or dealt in for your account. MSWM and our affiliates may also develop analyses and/or evaluations of securities sold in the Program, as well as buy and sell interests in securities on behalf of proprietary or client accounts. These analyses, evaluations, and purchase and sale activities are proprietary and confidential, and MSWM will not disclose them to clients. With respect to client accounts, MSWM may not be able to act on any such analyses, evaluations, or information. MSWM and our affiliates are not obligated to effect any transaction that we believe would violate state or federal law or the regulations of any regulatory or self-regulatory body. Research reports. MS&Co does business with companies covered by its research groups. Furthermore, MS&Co, its affiliates, and client accounts may hold a trading position (long or short) in the securities of companies subject to such research. Therefore, MS&Co has a conflict of interest that could affect the objectivity of its research reports. Trading or issuing securities in, or linked to securities in, client accounts. MSWM and our affiliates may provide bids and offers, and may act as a principal market maker, with respect to the same securities held in client accounts. MSWM, our affiliates, the investment managers/sponsors in our programs, and their affiliates and employees may hold a position (long or short) in the same securities held in client accounts. MSWM and/or our affiliates are regular issuers of traded financial instruments linked to securities that may be purchased in client accounts. From time to time, the trading of MSWM or an affiliate—both for their proprietary accounts and for client accounts—may be detrimental to securities held by a client and thus create a conflict of interest between those trades and the interest advisory services that MSWM provides to you. Trade allocations. MSWM may aggregate the securities to be purchased or sold for more than one client to obtain favorable execution to the extent permitted by law. MSWM is responsible for allocating the aggregated trade in a manner that is equitable and consistent with our fiduciary duty to our clients (which could include, e.g., pro rata allocation, random allocation, or rotation allocation). For block trade orders executed by MSWM, the price to each client is the average price for the aggregated order. Certain trading systems. MSWM may effect trades or securities lending transactions on behalf of client accounts through exchanges, electronic communication networks, and/or other alternative trading systems (“Trading Systems”), including Trading Systems in which MSWM or our affiliates may have a non-controlling direct or indirect ownership interest or a right to appoint a board member or observer. If MSWM directly or indirectly effects client trades or transactions through Trading Systems in which MSWM or our affiliates have an ownership interest, MSWM or our affiliates may receive an indirect economic benefit based on our ownership interest. In addition, subject at all times to our obligations to obtain best execution for our customers’ orders, it is contemplated that MSWM will route certain customer order flow to our affiliates. Currently, MSWM and/or our affiliates own equity interests (or interests convertible into equity) of 5% or more in certain Trading Systems or their parent companies, including BM&F Bovespa; Copeland Markets LLC; MEMX Holdings LLC; Source Holding OTCDeriv Limited; EOS Precious Metals Limited; Ltd; CreditDeriv Limited; FXGLOBALCLEAR; Dubai Mercantile Services provided to other clients. MSWM and our affiliates provide a variety of services (including research, brokerage, asset management, trading, lending, and investment banking services) for one another, for various clients (including issuers of securities that may be recommended for purchase or sale by clients or are otherwise held in client accounts), and for investment managers and/or ETF sponsors available through the Program. MSWM and our affiliates receive compensation and fees in connection with these services. 12  Exchange; Japan Securities Depository Center Inc.; Yensai.com Co., Ltd; and Octaura Holdings LLC. The Trading Systems on which MSWM trades or effects securities lending transactions for client accounts and in which MSWM or our affiliates own interests may change from time to time. You may contact us for an up-to-date list of Trading Systems in which MSWM or our affiliates own interests and on which MSWM and/or MS&Co trade for client accounts. Investments in Sweep Investments. At times MSWM may determine that it is in your best interest to maintain assets in cash, particularly for defensive purposes in volatile markets. The above-described Bank Deposit Program revenue and fees for MMFs, administrative services fees for accounts of non– Retirement Account clients, and other payments constitute a potential conflict of interest to the extent that the additional payments could influence MSWM to recommend an Investment Strategy style that favors cash balances. to Certain Trading Systems offer cash credits for orders that provide liquidity to their books and charge explicit fees for orders that extract liquidity from their books. From time to time, the amount of credits that MSWM and/or MS&Co receives from one or more Trading Systems may exceed the amount that is charged. Under these limited circumstances, such payments would constitute payment for order flow. Nonpublic information. In the course of investment banking or other activities, MSWM and our affiliates and agents may from time acquire confidential or material nonpublic time information that may prevent us, for a period of time, from purchasing or selling particular securities for the account. You acknowledge and agree that MSWM and our affiliates and agents will not be free to divulge or to act on this information with respect to our advisory or brokerage activities, including activities with regard to the account. This may have an adverse impact on the account’s investment performance. Certain Trading Systems through which MSWM and/or MS&Co may directly or indirectly effect client trades execute transactions on a “blind” basis, so a party to a transaction does not know the identity of the counterparty to the transaction. It is possible that an order for a client account that is executed through such a Trading System could be automatically matched with a counterparty that is (a) another investment advisory or brokerage client of MSWM or one of our affiliates or (b) MSWM or one of our affiliates acting for proprietary accounts. Other investment products available. MSWM may offer to the public other investment products with similar investment styles and holdings as the Investment Strategies offered through the Program. Such products may be offered at differing fees and charges that may be higher or lower than the fees imposed by us in the Program. Furthermore, a separately managed account may use the same investment manager and investment strategy as an ETF but have different minimum investment amounts and fees. Fees for an SMA may be lower than for a similar ETF. MSWM affiliates in underwriting syndicate. If an affiliate of MSWM is a member of the underwriting syndicate from which a security is purchased, MSWM or our affiliates may directly or indirectly benefit from such purchase. Other business with certain firms. Certain investment advisory firms (which may be the investment advisers of ETFs in the Program) do other business with MSWM or our affiliates. D. MSWM Acting as Portfolio Manager MSWM distribution of securities. If MSWM participates in the distribution of new issue securities that are purchased for a client’s account, MSWM will receive a fee, to be paid by the issuing corporation to the underwriters of the securities and ultimately to MSWM, which, if received by us, will be deemed additional compensation to us. Description of Advisory Services. MSWM acts as the discretionary portfolio manager of accounts in the Program, as described in Item 4.A “General Description of the Core Portfolios Program and Services” above. Other relationships with security issuers. MSWM and/or our affiliates have a variety of relationships with, and provide a variety of services to, issuers of securities purchased in client accounts, including investment banking, corporate advisory and services, underwriting, consulting, and brokerage relationships. As a result of these relationships with an issuer, MSWM or our affiliates may directly or indirectly benefit from a purchase or sale of a security of the issuer in a client’s account. Tailoring Services for Individual Clients. While MSWM does not provide you with a comprehensive investment plan under the Program, the investment advisory services we provide are tailored to your specific investment goals and financial situation. The Investment Strategy we recommend to you is based specifically on the various suitability attributes that compose your Investor Profile. You may also place reasonable restrictions on the investments in your account, as discussed in Item 4.A above. Wrap Fee Programs. MSWM acts as both wrap fee program sponsor and portfolio manager in the Program. MSWM also acts as portfolio manager in the Global Investment Solutions, the Select UMA wrap fee programs, and other programs not listed herein. For more detail, please refer to each program’s respective ADV Brochure, which you may obtain at: morganstanley.com/ADV. MSWM receives the entire Advisory Fee for the Program. In the event of corporate actions with respect to securities held in client accounts, to the extent such corporate actions result in exchanges, tender offers, or similar transactions, MSWM and/or our affiliates may participate in and/or advise on such transactions and receive compensation. The interest of MSWM’s affiliates in such corporate actions may conflict with the interest of MSWM’s clients. In addition, where an affiliate of MSWM is representing or advising the issuer in a transaction, the interest of the issuer may conflict with client interests and create a potential conflict of interest for MSWM. MSWM also provides various services to issuers, their affiliates, and insiders, including but not limited to stock plan services and financial education for which MSWM receives compensation. 13  tolerate high volatility. The benchmark is 100% MSCI All Country World Index NetRisks MSWM does not act as portfolio manager in any programs that are not wrap fee programs but are otherwise similar to the Program. Performance-Based Fees. The Program does not charge performance-based fees. Methods of Analysis and Investment Strategies All trading in an account is at your risk. The value of the assets held in an account is subject to a variety of factors, such as the liquidity and volatility of the securities markets. Investment performance of any kind is not guaranteed, and past performance does not predict future performance with respect to any particular account. In addition, certain investment strategies that ETFs may use in the Program have specific risks, including those associated with investments in common stock, fixed income securities, real assets, American Depositary Receipts, mutual funds, ETFs, foreign securities, and the investments discussed below. Neither MSWM nor our affiliates have any responsibility for any assets not held in the account, nor for any act or failure to act on the part of any third party. At a minimum, while not an all-inclusive list, you face the following types of investment risks, depending on the selected investment product and the portfolio of held investments. • Each model is based on the asset allocation recommendations of MSWM’s GIC. The model asset allocations use a combination of ETFs and cash to gain exposure to equities, fixed income, and alternative asset classes. MSWM may change a model’s asset allocation at any time. Detailed information about each model is available on request. The Wealth Conservation Model is the GIC’s most conservative allocation. This model may be appropriate for clients with a conservative risk tolerance and a need to prioritize preservation of purchasing power. The benchmark for this model consists of 6% MSCI All Country World excluding US Index Net, 14% Russell 3000, 65% Bloomberg US Aggregate Bond Index, and 15% FTSE 3-Month T-Bill Index. Use of algorithms. MSWM relies on our proprietary algorithms and analytics to provide the investment advisory services offered through the Program, including but not limited to constructing the asset allocation of each Investment Strategy, analyzing your Investor Profile to recommend an appropriate Investment Strategy, and monitoring your account to determine when it is appropriate to rebalance. • The Income Model is the GIC’s second most conservative allocation. This model may be appropriate for clients with a moderately conservative risk tolerance who wish to generate steady income from their portfolio while tempering the risk that comes with more growth-oriented allocations. The benchmark for this model consists of 10.5% MSCI All Country World excluding US Index Net, 24.5% Russell 3000, 55% Bloomberg US Aggregate Bond Index, and 10% FTSE 3-Month T-Bill Index. investment returns, inflation, The algorithm’s ability to recommend an appropriate Investment Strategy may be limited if you do not provide accurate or complete information. And it does not evaluate whether an investment advisory account is in your best interest. The asset allocations of each Investment Strategy are based on the GIC’s market assumptions. Such market assumptions are hypothetical projections of investment outcomes based on historical performance of a proxy index and fundamental macroeconomic and financial data. The assumptions do not reflect actual future market movements, taxes, investment product fees and expenses, and other economic conditions that will affect actual performance. • The Balanced Growth Model is the GIC’s middle-of-the- road allocation. This model may be appropriate for clients with a moderate risk tolerance who are able to tolerate moderate volatility. For the Performance Seeking and Marketing Tracking core portfolios the benchmark consists of 15% MSCI All Country World excluding US Index Net, 35 % Russell 3000, 45% Bloomberg US Aggregate Bond Index, and 5% FTSE 3-Month T-Bill Index. Finally, errors and defects in the algorithm may impact the construction of the Investment Strategies and their asset allocations. To address this risk, the Program’s digital platform conducts quality assurance and user acceptance testing on an ongoing basis. MSWM’s Model Validation Team performs an evaluation of the model analytics on both an initial and an ongoing basis. • The Market Growth Model is one of the GIC’s more aggressive allocations. This model may be appropriate for clients with a moderate-to-aggressive risk tolerance who are able to tolerate moderate-to-high volatility. The benchmark for this model consists of 19.5% MSCI All Country World excluding US Index Net, 45.5% Russell/ 35% Bloomberg US Aggregate Bond Index, and 0% FTSE 3-Month T-Bill Index. • The Opportunistic Growth Model is a more aggressive allocation. This model may be appropriate for clients with an aggressive risk tolerance who are able to tolerate high volatility. The benchmark for this model consists of 24% MSCI All Country World excluding US. Rebalancing risk. A rebalancing strategy seeks to minimize relative risk by aligning the portfolio to a target asset allocation as the portfolio’s asset allocation changes. Rebalancing a portfolio could limit the portfolio’s upside growth potential, and these types of strategies might rebalance client accounts without regard to market conditions. Furthermore, rebalancing strategies do not necessarily address prolonged changes in market conditions. The All-Equity Model is the most aggressive allocation. This model may be appropriate for clients with a long-time horizon and an aggressive risk tolerance who are able to Technology risk. There are risks involving gaps or errors arising from the use of digital and network technology. These potential gaps could result in errors in the day-to-day management of the 14  Program. We rely on regular testing and reviews of the Program to help manage and mitigate such risks. This is not a guarantee against errors, but it serves to protect the integrity of the systems and seeks to identify and resolve such errors in a timely manner. Business risk. These risks are associated with a particular industry or a company within an industry. For example, before they can generate a profit, oil-drilling companies depend on finding oil and then refining it, which is a lengthy process. They carry a higher risk of profitability than an electric company, which generates its income from a steady stream of customers who buy electricity despite the economic environment. Cybersecurity risk. MSWM depends on digital and network technology to conduct our day-to-day business operations and to fulfill our obligations to clients. The use of such technology presents a potential risk to both us and you with respect to cyberattacks by unauthorized third parties attempting to disrupt or gain access to sensitive confidential information. ETFs. There may be a lack of liquidity in certain ETFs, which can lead to a large difference between the bid and ask prices, increasing the cost to you when you buy or sell the ETF. A lack of liquidity also may cause an ETF to trade at a large premium or discount to its net asset value. Additionally, an ETF may suspend issuing new shares, and this may result in an adverse difference between the ETF’s publicly available share price and the actual value of its underlying investment holdings. At times when underlying holdings are traded less frequently—or not at all—an ETF’s returns may also diverge from the benchmark it is designed to track. Breaches in cybersecurity can result in incidents that include but are not limited to disclosure of a client’s personal identifiable information, misappropriation or destruction of data, denial of service, and operational disruption. Such incidents could cause us or our affiliates to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures, and/or financial loss. We rely on internal policies to manage and mitigate risks associated with safeguarding our and our affiliates’ information and that of our clients and employees. Adherence to these policies, however, does not guarantee that a cybersecurity incident will not occur. Interest rate risk. Fluctuations in interest rates could cause investment prices to fluctuate and have an adverse impact on the value of fixed income securities. For example, when interest rates rise, yields on existing bonds become less attractive, causing their market values to decline. The value of securities with longer maturities is generally affected to a greater degree than the value of securities with shorter maturities. Market risk. The price of a security, bond, or ETF could drop in reaction to tangible and intangible events and conditions. This type of risk is caused by external factors that are independent of a security’s particular underlying circumstances. For example, political, economic, and social conditions can trigger market events. Money market funds. An investment in a money market fund (“MMF”) MMF is neither insured nor guaranteed by the FDIC or any other government agency. You could lose money in MMFs. Although MMFs classified as government funds (i.e., MMFs that invest 99.5% of total assets in cash and/or securities backed by the US government) and retail funds (i.e., MMFs open to natural person investors only) seek to preserve the value at $1.00 per share, they cannot guarantee that they will do so. The price of other MMFs will fluctuate. When you sell shares, they may be worth more or less than the original price. If liquidity falls below required minimums, MMFs may, and in certain circumstances will, impose a fee upon the redemption of fund shares. In addition, if a money market fund that seeks to maintain a stable $1.00 per share experiences negative yields, it also has the option of converting its stable shar eprice to a flating share price, or to cancel a portion of 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. Inflation risk. When any type of inflation is present, a dollar today might not buy as much as a dollar next year because purchasing power can change due to the rate of inflation. Duration risk. Duration is a measure of the sensitivity of the price or principal value of a fixed income investment or portfolio due to a change in interest rates. Generally, fixed income portfolios with longer bond maturities carry a greater duration risk than do portfolios with shorter bond maturities. Reinvestment risk. This is the risk that future proceeds from investments could be reinvested at a potentially lower rate of return (i.e., interest rate). This relates primarily to fixed income securities. Moreover, in some circumstances, an MMF may be forced to cease operations when its value drops below $1.00 per share. In that event, the MMF’s holdings will likely be liquidated and distributed to its shareholders. This liquidation process could take up to one month or more. During that time, these assets would not be available to you to support purchases, withdrawals, and, if applicable, check writing and ATM debits.Investments in a concentrated number of securities or in only one industry sector (or in only a few sectors). When strategies invest in a concentrated number of securities, a decline in the value of these securities would cause your overall account value to decline to a greater degree than that of a less concentrated portfolio. Strategies that invest a large percentage of assets in only one industry sector (or in only a few sectors) are more vulnerable to price fluctuations than are strategies that diversify across a broad range of sectors. receive credit ratings Credit risk. This refers to the possibility that an issuer of a bond is not able to make principal and interest payments. Many fixed from nationally income securities recognized statistical rating organizations that assign ratings to securities by likelihood of issuer default. The ratings range from AAA, which is the highest rating, to D, which indicates no rating. Changes in the credit strength of an issuer is an example of when a reduced rating could affect the value of a bond. investment ETFs that pursue complex or alternative strategies or returns. These ETFs may employ various investment strategies and techniques for both hedging and more speculative purposes such as short selling, leverage, derivatives, and options, which can increase volatility and the risk of investment loss. Alternative investment strategies are not appropriate for all investors. 15  limitations, ETFs taxpayer under US federal tax laws. You should consult your personal tax and/or legal adviser to learn about any potential tax or other implications that may result from acting on a particular recommendation. While ETFs may at times use nontraditional investment options and strategies, they have different investment characteristics than do unregistered privately offered alternative investments. Because that seek alternative-like of regulatory investment exposure must use a more limited spectrum of investments. As a result, investment returns, and portfolio characteristics of alternative ETFs may vary from traditional hedge funds pursuing similar investment objectives. They are also more likely to have relatively higher correlation with traditional market returns than privately offered alternative investments. to a more Smart beta client-directed strategy risk. Smart beta ETFs favor equities with certain characteristics that may help enhance overall returns. Factors, or specific characteristics of stocks that have performed well historically, are used to select stocks. This strategy also combines elements of active and index investing. An ETF employing a smart beta strategy may have higher portfolio turnover, which may indicate higher transaction costs relative to its benchmark. Using smart beta does not guarantee against underperformance relative traditional market- capitalization-weighted benchmark. Moreover, traditional hedge funds have limited liquidity with long lock-up periods, allowing them to pursue investment strategies without having to factor in the need to meet client redemptions. On the other hand, ETFs are more liquid. This differing liquidity profile can have a material impact on the investment returns generated by an ETF pursuing an alternative investing strategy compared with a traditional hedge fund pursuing the same strategy. (“SRI”) criteria, sometimes referred to Socially responsible client-directed strategy risk. Socially responsible ETFs invest to a specific mandate, including (a) incorporating into the investment analysis socially responsible investing as environmental, social, and governance (“ESG”) investing or impact investing; (b) screening for companies that adhere to ESG standards; or (c) fixed income ETFs focused on community impact securities. SRI and ESG strategies may limit or eliminate exposure to investments in certain industries or companies that do not meet specific ESG criteria. As a result, the ETF may underperform other funds or an appropriate benchmark that does not have an SRI or ESG focus and may forgo certain market opportunities available to strategies that do not use these criteria. Nontraditional investment options and strategies are often employed by a portfolio manager to further an ETF’s investment objective and to help offset market risks. These features may be complex, however, making it more difficult to understand the ETF’s essential characteristics and risks and how it will perform in different market environments and over various periods of time. They may also expose the ETF to increased volatility and unanticipated in complex risks, particularly when used combinations or accompanied by the use of borrowing, or “leverage.” Policies and Procedures Relating to Voting Client Securities rights are generally more favorable Risks relating to different classes of securities. If the issuer of a security files for bankruptcy or reorganization, different classes of securities have different rights as creditor. For example, than bondholders’ shareholders’ rights in a bankruptcy or reorganization. Unless you have expressly retained the right to vote proxies, pursuant to the terms of the Advisory Agreement you delegate proxy voting authority to a third-party proxy voting service provider, Institutional Shareholder Services Inc. (“ISS”), which MSWM has engaged, at no cost to you, to vote proxies on your behalf. You cannot delegate proxy voting authority to MSWM or any MSWM employee, and we do not agree to assume any proxy voting authority from you. International securities. Investments in international securities have additional risks, including foreign economic, political, monetary, and legal factors; changing currency exchange rates; foreign taxes; and differences in financial and accounting standards. International investing may not be for everyone. These risks may be magnified in emerging markets and even more so in frontier markets. If you expressly retain the right to vote proxies, we will forward to you any proxy materials that we receive for securities in your account. MSWM will not advise you on particular proxy solicitations. If ISS votes proxies for you, you cannot instruct it on how to cast any particular vote. Small capitalization. Small-capitalization companies may lack the financial resources, product diversification, and competitive strengths of larger companies. The securities of small-cap companies may not trade as readily as, and be subject to higher volatility than, those of larger, more established companies. If you have delegated proxy voting authority to ISS, MSWM will provide you, on request, with information about how proxies were voted for your account during the prior annual period, as well as ISS’s relevant proxy voting policies and procedures (including a copy of its policy guidelines and vote recommendations in effect from time to time). Tax-enhanced strategies. Such strategies may not be able to deliver realized losses because there are none to take, so this would have a material impact on tracking error (against the benchmark index), or the tracking error would not be consistent over time. Quantitative efforts to identify and correct biases may not reduce—and may increase—tracking error. If you would prefer to retain the authority and responsibility to vote proxies for your account, please contact the Core Portfolios Support Team at 866-484-3658. MSWM will not provide advice or take action with respect to legal proceedings (including bankruptcies) relating to the securities in your account, except to the extent required by law. MSWM does not render advice to clients on tax and tax- accounting matters. Statements relating to tax in this ADV Brochure are not intended or written to be used and cannot be used or relied on by any recipient, for any purpose, including the purpose of avoiding penalties that may be imposed on the 16  Item 7: Client Information Provided to Portfolio Managers responsibility As the portfolio manager of your account assets in the Program, MSWM relies on the information you provide as part of your Investor Profile, including information regarding your investment goal, financial situation, risk tolerance, and any reasonable restrictions you may impose on the management of your account. This includes information that you provide during the account opening process and throughout your relationship with us. It is your to promptly notify MSWM of any modifications to your Investor Profile or any investment restrictions you requested and to give us prompt notice if you deem any investments made for the account to be inconsistent with such Investor Profile or investment restrictions. We reserve the right to refuse to open an account for you if we do not, based solely on our judgment, receive the necessary information from you. The Program is not offered to clients residing outside the United States. Pursuant to the terms of the Advisory Agreement, you have represented to us that you are a US resident. If you move out of the country, you must notify us as soon as possible. Upon such occurrence, as soon as reasonably practicable upon notification, we will terminate your Advisory Agreement as well as any other applicable Account Documentation. We will transfer your account assets per your instructions and then close your account. You have the option to open a brokerage account or other investment advisory account in other investment advisory programs we offer and transfer your assets to such account. to misappropriation of client funds in brokerage and advisory accounts by four former MSWM financial advisors (the “FAs”). The SEC found that MSWM failed to adopt and implement policies and procedures reasonably designed to prevent personnel from misusing and misappropriating funds in client accounts and that MSWM’s inadequate policies and procedures and systems to implement them led to its failure reasonably to supervise the four FAs, who misappropriated funds from client and customer accounts while employed at MSWM. Specifically, the SEC found that MSWM failed to adopt and implement policies and procedures reasonably designed to prevent and detect unauthorized externally- initiated ACH payments and unauthorized cash wires. Upon being informed of the potential unauthorized activity in the customer accounts of two of the FAs, MSWM promptly investigated the matters, terminated the FAs, reported the fraud to law enforcement agencies, and fully repaid the affected clients. MSWM also conducted a retroactive review of payment instructions for externally-initiated ACH payment instructions, which led to the identification of misconduct by the other two FAs. MSWM accordingly terminated the other two FAs and reported the misconduct to SEC staff. On its own initiative, MSWM instituted new written procedures to address the conduct at issue and retained an independent compliance consultant to perform a review and assessment. The SEC found that MSWM willfully violated section 206(4) of the Investment Advisers Act of 1940 (“Advisers Act”) and Rule 206(4)-7 thereunder. The SEC also found that MSWM failed to supervise the FAs within the meaning of Section 203(e)(6) of the Advisers Act and/or Section 15(b)(4)(E) of the Securities Exchange Act of 1934. MSWM consented, without admitting or denying the findings, to a censure; to cease and desist from committing or causing future violations; to certain undertakings, including the retention of an Independent Compliance Consultant to review MSWM’s policies, procedures and controls related to the conduct in the Order and to pay a civil penalty of $15,000,000. MSWM may obtain and share information concerning the account with (a) any of our affiliates and any nonaffiliated parties as necessary to effect, administer, enforce, or complete transactions and/or (b) service providers in accordance with applicable state and federal laws. • information provided In addition, if you hold other accounts with MSWM for which you receive investment services from a Financial Advisor (“FA”) or if you opened your Program account as a result of a referral by an FA, such FA would have access to certain information about your account, including your account balance. Item 8: Client Contact with the Portfolio Manager You may contact MSWM via email, the Program’s dedicated website, or the Program’s mobile application or by calling the Core Portfolios Support Team during normal business hours at 866-484-3658. Item 9: Additional Information Disciplinary Information This section contains information about certain legal and disciplinary events. • On December 9, 2024, the SEC entered into a settlement order with MSWM settling an administrative action, which relates On May 12, 2020, the SEC entered into a settlement order with MSWM settling an administrative action which relates to certain in marketing and client communications to retail advisory clients in MSWM’s wrap fee programs with third-party managers and MSWM’s policies and procedures related to trades not executed at MSWM. In the applicable wrap fee programs, the third-party manager has the discretion to place orders for trade execution on clients’ behalf at a broker-dealer other than Morgan Stanley. MSWM permits managers to “trade away” from MSWM in this manner in order to seek best execution for trades. The SEC found that, from at least October 2012 incomplete and through June 2017, MSWM provided inaccurate information indicating that MSWM executed most client trades and that, while additional transaction-based costs were possible, clients did not actually incur them in the ordinary course. The SEC found that this information was misleading for certain retail clients because some wrap managers directed most, and sometimes all, client trades to third-party broker-dealers for execution, which resulted in certain clients paying transaction-based charges that were not visible to them. The SEC also found that, on occasion, wrap managers directed trades to MSWM-affiliated broker-dealers 17  in which clients incurred transaction-based charges in violation of MSWM’s affiliate trading policies without detection by MSWM. The SEC noted in the order that it considered certain remedial acts undertaken by MSWM in determining to accept the order, including MSWM enhancing its disclosures to clients, implementing training of financial advisors, enhancing relevant policies and procedures, and refunding clients’ transaction-based charges paid to Morgan Stanley affiliates. The SEC found that MSWM willfully violated certain sections of the Investment Advisers Act of 1940, specifically Sections 206(2) and 206(4) and Rule 206(4)-7 thereunder. MSWM consented, without admitting or denying the findings and without adjudication of any issue of law or fact, to a censure; to cease and desist from committing or causing future violations; and to pay a civil penalty of $5,000,000. • On February 14, 2017, the SEC entered into a settlement order with MSWM settling an administrative action. The SEC found that from March 2010 through July 2015, MSWM solicited approximately 600 non-discretionary advisory accounts to purchase one or more of eight single inverse exchange traded funds (“SIETFs”), without fully complying with its internal written compliance policies and procedures related to these SIETFs, which among other things required that clients execute a disclosure notice, describing the SIETF’s features and risks, prior to purchasing them, for MSWM to maintain the notice, and for subsequent related reviews to be performed. The SEC found that, despite being aware of deficiencies with its compliance and documentation of the policy requirements, MSWM did not conduct a comprehensive analysis to identify and correct past failures where the disclosure notices may not have been obtained and to prevent future violations from occurring. The SEC found that, in relation to the foregoing, MSWM willfully violated section 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-7 thereunder. MSWM admitted to certain facts and consented to a censure, to cease and desist from committing or causing future violations, and to pay a civil penalty of $8,000,000. • On June 8, 2016, the SEC entered into a settlement order with MSWM (“June 2016 Order”) settling an administrative action. In this matter, the SEC found that MSWM willfully violated Rule 30(a) of Regulation S-P (17 C. F. R. § 248.30(a)) (the “Safeguards Rule”). In particular, the SEC found that, prior to December 2014, although MSWM had adopted written policies and procedures relating to the protection of customer records and information, those policies and procedures were not reasonably designed to safeguard its customers’ personally identifiable information as required by the Safeguards Rule and therefore failed to prevent a MSWM employee, who was subsequently terminated, from misappropriating customer account information. In determining to accept the offer resulting in the June 2016 Order, the SEC considered the remedial efforts promptly undertaken by MSWM and MSWM’s cooperation afforded to the SEC Staff. MSWM consented, without admitting or denying the findings, to a censure, to cease and desist from committing or causing future violations, and to pay a civil penalty of $1,000,000. informed of the (“January 2017 Order”) the affected clients, made to including certifications related to • On June 29, 2018, the SEC entered into a settlement order with MSWM settling an administrative action which relates to misappropriation of client funds in four related accounts by a single former MSWM financial advisor (“FA”). The SEC found that MSWM failed to adopt and implement policies and procedures, or systems reasonably designed to prevent personnel from misappropriating assets in client accounts. The SEC specifically found that, over the course of eleven months, the FA initiated unauthorized transactions in the four related client accounts in order to misappropriate client funds. The SEC found that while MSWM policies provided for certain reviews prior to issuing disbursements, such reviews were not reasonably designed to prevent FAs from misappropriating client funds. Upon being issue by representatives of the FA’s affected clients, MSWM promptly conducted an internal investigation, terminated the FA, and reported the fraud to law enforcement agencies. MSWM also fully significant repaid enhancements its policies, procedures and systems (“Enhanced MSWM Policies”) and hired additional fraud operations personnel. The SEC found that MSWM willfully violated section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. The SEC also found that MSWM failed to supervise the FA pursuant to its obligations under Section 203(e)(6) of the Advisers Act. MSWM consented, without admitting or denying the findings, to a censure; to cease and desist from committing or causing future violations; to certain undertakings, the implementation and adequacy of the Enhanced MSWM Policies; and to pay a civil penalty of $3,600,000. MSWM’s Form ADV Part 1 contains further information about its disciplinary history and is available on request from Core Portfolios Support Team. Other Financial Industry Activities and Affiliations • On January 13, 2017, the SEC entered into a settlement order settling an with MSWM administrative action. The SEC found that from 2009 through 2015, MSWM inadvertently charged advisory fees in excess of what had been disclosed to, and agreed to by, its legacy Citigroup Global Markets Inc. (“CGM”, a predecessor to MSWM) clients, and, from 2002 to 2009 and from 2009 to 2016, MS&Co and MSWM, respectively, inadvertently charged fees in excess of what was disclosed to and agreed to by their clients. The SEC also found that MSWM failed to comply with requirements regarding annual surprise custody examinations for the years 2011 and 2012, did not maintain certain client contracts, and failed to adopt and implement written compliance policies and procedures reasonably designed to prevent violations of the Investment Advisers Act of 1940 (the “Advisers Act”). The SEC found that, in relation to the foregoing, MSWM willfully violated certain sections of the Advisers Act. In determining to accept the offer resulting in the January 2017 Order, the SEC considered the remedial efforts promptly undertaken by MSWM. MSWM consented, without admitting or denying the findings, to a censure, to cease and desist from committing or causing future violations, to certain undertakings related to fee billing, books and records and client notices and to pay a civil penalty of $13,000,000. Morgan Stanley (“Morgan Stanley Parent”) is a financial holding company under the Bank Holding Company Act of 1956. Morgan 18  Stanley Parent is a corporation whose shares are publicly held and traded on the New York Stock Exchange. dealer agreements with MSWM and our affiliates. MSWM Distribution Inc. also may enter into selected dealer agreements with other dealers. Under many of these agreements, MSWM and our affiliates, and other selected dealers, are compensated for the sale of fund shares to clients on a brokerage basis and for shareholder servicing (including pursuant to plans of distribution adopted by the investment companies pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended). Activities of Morgan Stanley Parent. Morgan Stanley Parent is a global firm engaging, through its various subsidiaries, in a wide range of financial services, including: (a) securities underwriting, distribution, trading, merger, acquisition, restructuring, real estate, project finance, and other corporate finance advisory activities; (b) merchant banking and other principal investment activities; (c) brokerage and research services; (d) asset management; (e) trading of foreign exchange, commodities, and structured financial products; and (f) global custody, securities clearance services, and securities lending. Broker-dealer registration. As well as being a registered investment adviser, MSWM is a registered broker-dealer. Related persons of MSWM act as a general partner, an administrative agent, a special limited partner of a limited partnership, or a managing member or special member of a limited liability company to which such related persons serve as adviser or sub-adviser and in which clients have been solicited in a brokerage or advisory capacity to invest. In some cases, the general partner of a limited partnership is entitled to receive an incentive allocation from a partnership. Restrictions on executing trades. As MSWM is affiliated with MS&Co and its affiliates, the following restrictions apply when executing client trades: See Item 4.C above for a description of cash sweep investments managed or held by related persons of MSWM. See Item 6.B above for a description of various conflicts of interest. • MSWM and MS&Co generally do not act as principal in executing trades for MSWM investment advisory clients. Code of Ethics • Regulatory restrictions may limit your ability to purchase, hold, or sell equity and debt issued by Morgan Stanley Parent and its affiliates in some investment advisory programs. • Certain regulatory requirements may limit MSWM’s ability to execute transactions through alternative execution services (e.g., electronic communication networks and crossing networks) owned by MSWM, MS&Co, or their affiliates. These restrictions may have an adverse impact on client account performance. The MSWM US Investment Advisory Code of Ethics (the “Code of Ethics”) applies to MSWM’s employees, supervisors, officers, and directors engaged in offering or providing investment advisory products and/or services (collectively “Employees”). In essence, the Code of Ethics prohibits Employees from engaging in securities transactions or activities that involve a material conflict of interest, a possible diversion of a corporate opportunity, or the appearance of impropriety. Employees must always place the interests of MSWM’s clients above their own and must never use knowledge of client transactions acquired in the course of their work to their own advantage. Supervisors are required to use reasonable supervision to detect and prevent any violations of the Code of Ethics by the individuals, branches, and departments that they supervise. See Item 6.B “Selection and Review of Funds for the Program” above for conflicts arising from our affiliation with MS&Co and its affiliates. (including preapproval The Code of Ethics generally operates to protect against conflicts of interest either by subjecting Employees’ activities to specified limitations requirements) or by prohibiting certain activities. Key provisions of the Code of Ethics include: • The requirement for certain Employees, because of their potential access to non-public information, to obtain their supervisors’ prior written approval or provide pre-trade notification before executing certain securities transactions for their personal securities accounts. Related investment advisers and other service providers. MSWM has related persons who are the investment advisers to mutual funds and ETFs in various investment advisory programs, including Morgan Stanley Investment Management Inc.; Morgan Stanley Investment Management Limited; Consulting Group Advisory Services LLC; and Eaton Vance and its investment affiliates. If you invest your assets in an affiliated ETF, MSWM and our affiliates earn more money than if you invest in an unaffiliated ETF. Generally, for Retirement Accounts, MSWM rebates or offsets fees so that MSWM complies with Internal Revenue Service and Department of Labor rules and regulations. investment affiliates serve • Additional restrictions on personal securities transaction activities applicable to certain Employees (including FAs and other MSWM employees who act as portfolio managers in MSWM investment advisory programs). Morgan Stanley Investment Management Inc. and certain Eaton Vance in various advisory, management, and administrative capacities to open-end and closed-end investment companies and other portfolios (some of which are listed on the New York Stock Exchange). Morgan Stanley Services Company Inc., its wholly owned subsidiary, provides limited transfer agency services to certain open-end investment companies. • Requirements for certain Employees to provide initial and annual reports of holdings in their Employee securities accounts, along with quarterly transaction information in those accounts; and Morgan Stanley Distribution Inc. serves as distributor for these open-end investment companies and has entered into selected • Additional requirements for pre-clearance of other activities, including but not limited to outside business activities, gifts 19  and entertainment, and US political contributions and political solicitation activity. type of information you provide as part of your Investor Profile, you may also be required to agree to certain attestations. You can obtain a copy of the Code of Ethics by contacting the Core Portfolios Support Team at 866-484-3658. See Item 6.B above for a description of conflicts of interest. On a periodic basis, supervisors on the Core Portfolios Support Team, as well as in our compliance and risk departments, will conduct reviews of clients whose Investor Profile or account activity for all accounts opened under the Program and may require additional oversight or client communication. Reviewing Accounts Client Referrals and Other Compensation MSWM does not compensate third parties for referrals to the Program. See the disclosure in Item 6.C under “Payments from investment advisers and ETF sponsors” above.Financial Information To open an account under the Program and access your account through the Program’s website and mobile application, you are required to set up an online profile, including a login and password. Because of the digital nature of the platform, MSWM has established several layers of “Know Your Customer” and cybersecurity controls that are used during the account opening, approval, and funding process, as well as throughout the life of your account. MSWM is not required to include a balance sheet in this ADV Brochure because we do not require or solicit prepayment of more than $1,200 in fees per client six months or more in advance. We do not have any financial conditions that are reasonably likely to impair our ability to meet our contractual commitments to clients. MSWM and our predecessors have not been the subject of a bankruptcy petition during the past 10 years. As you progress through the online account opening process, you will be prompted with comprehensive disclosures to assist you in providing the appropriate information we require to create your Investor Profile, understanding the Program’s services and features, and determining whether the Program is appropriate for your investment goals and financial situation. Depending on the 20