MORGAN STANLEY SMITH BARNEY LLC

Form ADV Wrap Fee Program Brochure Morgan Stanley Smith Barney LLC Portfolio Management Program Institutional Cash Advisory Program October 24, 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, 2025. For more details on any particular matter, please see the item in this ADV Brochure referred to in the summary below. Investment Products that hold Digital Assets Updates were made to reflect the addition of risk disclosures related to investment products that hold digital assets. (Item 4.A, Risks) 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 .............................................................................................................................................. 11 Custody ................................................................................................................................................................................ 12 Fees ...................................................................................................................................................................................... 13 B. Comparing Costs .................................................................................................................................................................. 15 C. Additional Fees .................................................................................................................................................................... 15 Funds in Advisory Programs ................................................................................................................................................ 16 UITs in Advisory Programs .................................................................................................................................................. 18 Cash Sweeps......................................................................................................................................................................... 19 D. Compensation to Financial Advisors ................................................................................................................................... 20 Item 5: Account Requirements and Types of Clients ............................................................................................................................. 21 Item 6: Portfolio Manager Selection and Evaluation ............................................................................................................................. 21 A. Selection and Review of Portfolio Managers for the Programs ............................................................................................ 21 B. Conflicts of Interest .............................................................................................................................................................. 21 C. Financial Advisors Acting as Portfolio Managers ................................................................................................................ 24 Item 7: Client Information Provided to Portfolio Managers................................................................................................................... 25 Item 8: Client Contact with Portfolio Managers ..................................................................................................................................... 25 Item 9: Additional Information .............................................................................................................................................................. 25 Disciplinary Information ...................................................................................................................................................... 25 Other Financial Industry Activities and Affiliations ............................................................................................................. 26 Code of Ethics ...................................................................................................................................................................... 28 Trade Errors ......................................................................................................................................................................... 28 Reviewing Accounts ............................................................................................................................................................ 29 Client Referrals and Other Compensation ............................................................................................................................ 29 Financial Information ........................................................................................................................................................... 29 Exhibit: Affiliated Money Market Funds Fee Disclosure Statement and Float Disclosure Statement .................................. 30 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. 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 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. 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. Certain PM Financial Advisors may manage the same investment strategy for clients in another Advisory Program. In this case, the Financial Advisor is responsible for initiating trades across programs which may cause the performance of identical strategies to differ. in accordance with your 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 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 investment criteria, account 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. 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. Account Opening 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. 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). Ineligible Securities and Investment Restrictions Morgan Stanley reserves the right to determine which assets are eligible for investment in the PM Program and, accordingly, may 5  the Any restrictions you or we impose on individual securities will not be applied to Fund holdings since Funds operate in accordance with investment objectives and strategies described in their prospectuses. 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. Although we will accept reasonable restrictions from you 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. In addition, certain investment strategies least quarterly. You can waive the receipt of Risks 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 specific risks associated with the investments in your 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 trade at 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. 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). Other Features 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 information on cash writing 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. 6  “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. 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 securities. Alternatively-weighted ETFs (also known as 'Smart- index; Beta' or 'Strategic-Beta' ETFs) also seek to track an 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 The sale of stock through an option assignment or the closing/expiration of an option position may produce a tax in-the-money non-qualified, written consequence. Certain 7  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. 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. 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. 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 8  or counterparty and has no rights with respect to the issuer of the underlying investment. 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. 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 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. 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 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. 9  regulatory protections associated with cryptocurrency ETPs are not registered investment companies under the Investment Company Act of 1940 and therefore are not subject to the same regulatory requirements as mutual funds or traditional exchange traded funds. Shareholders do not have the same registered investment companies Please see the prospectus of each product/fund. 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. 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. Investment products with exposure to Digital Assets have traded at prices that are materially lower (or higher) than the net asset value of the product’s underlying shares, which means that the market price of a product’s shares may be lower (or higher) than the value of the corresponding amount of Digital Assets that the share purports to represent. This risk is separate and distinct from the risk that the value of the relevant Digital Assets may decrease. Risks Relating to Digital Assets. Certain Exchange Traded Products (“ETPs”) available in the Program may hold underlying positions in cryptocurrencies such as Bitcoin, Ethereum, or other digital assets (“Digital Assets”). The risks related to an investment in Digital Assets are significant. Digital Assets are highly speculative and have been in existence for only a short period of time, and historical prices have been extremely volatile. An investor could lose their entire investment. Due to the anonymity Digital Assets offer, they have known use in illegal activity, including drug dealing, money laundering, human trafficking, sanction evasion and other forms of illegal commerce. Abuses could impact legitimate consumers and speculators; for instance, law enforcement agencies could shut down or restrict the use of platforms and exchanges, limiting or shutting off entirely the ability to use or trade Digital Asset products. In addition to extreme volatility and the speculative nature of Digital Assets, an investor should be aware of additional risks and considerations, which include but are not limited to the following: An ETP, which has direct exposure to a Digital Asset, is different from a mutual fund or ETF that primarily invests in Digital Asset futures. Funds that invest in Digital Asset futures do not directly invest in cryptocurrency but instead seek to purchase futures contracts that speculate as to the future price of certain Digital Asset. Due to the new and evolving nature of digital currencies, the regulatory landscape is uncertain, and the value of Digital Assets may be negatively impacted by future legal and regulatory developments. Many significant aspects of the tax treatment of Digital Assets are uncertain. Moreover, ETPs containing Digital Assets are not intended income” to generate unrelated business taxable (“UBTI”); however, as tax treatment of Digital Assets evolves, this may change. Any performance data relating to Digital Asset products may not be verifiable as pricing models are not uniform. ETPs that track Digital Asset futures contracts may be subject to contango, which occurs when a given Digital Asset’s spot price is lower than the price of the Digital Asset’s futures price. Rolling contracts when futures prices are in contango involves selling lower priced futures and buying higher priced futures further from expiration; super contango occurs when the spot price of a given Digital Assets is trading dramatically below its futures price. The probability of the Digital Asset’s futures curve experiencing super contango may be elevated due their highly volatile nature. in service due 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. Certain Digital Asset exchanges have experienced failures or interruptions to fraud, security breaches, operational problems or business failure, and similar events could impact the value of your investment, regardless of whether the fund or product relies on such an impacted exchange. Further, certain Digital Asset exchanges are not regulated to the same extent as other securities exchanges, which increases the chance that transactions conducted on such exchanges are subject to market manipulation. Both factors can impact your investment product’s ability to transact in a Digital Asset and/or materially decrease its price, thereby decreasing the value of your investment, regardless of whether your product relies on an impacted exchange. 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. Digital Assets could be permanently lost, stolen, destroyed or become inaccessible by virtue of, among other things, the loss or theft of the private keys necessary to access a product’s Digital Asset. 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. Digital Assets are not legal tender, and are not backed by any government, corporation or other identified body, other than with respect to certain cryptocurrencies that certain governments are or may be developing now or in the future. Digital Assets held in digital wallets are not FDIC insured. Certain of the spot Liquidity Risk. Floating rate loans are generally subject to 10  tax benefits that may be available through investment in an MLP. 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. 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. 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. 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. 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. 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. 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. 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. 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 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 11  recapture income generated on the sale of the MLP interest, as well as income generated by other MLPs). 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 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 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. 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. 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. 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. 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 In general, when computing the fee with respect to your PM account, we calculate the market value of assets in your account 12  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. 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”). 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% 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. 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. 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 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 13  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. 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 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. 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. With respect to PM accounts custodied at MSWM, the following fee calculation is applicable: • 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. 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 With respect to ICAP accounts and PM accounts custodied outside MSWM, the following fee calculation is applicable: • 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 14  last business day of the previous billing quarter and is due promptly. 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 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. 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 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. in recommending 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. 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. to the requirements of ERISA in assessing 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 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, the reasonableness of our compensation. This including information is provided to you at the outset of your relationship 15  in waive, a redemption fee on certain transaction activity in accordance with the applicable the polices described 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. 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 MSWM Fee does not cover: • 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); • 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. brokerage commissions or other charges resulting from transactions not effected through MSWM or its affiliates • 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 American Depository Receipts (ADRs) or • 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 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 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. Funds in Advisory Programs 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 do not pay any sales charges for purchases of Funds in your account. However, some mutual funds may charge, and not 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 16  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. 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 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 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. Inc 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. 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 Management (“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 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 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. 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 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 17  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. 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. 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 significant, representing 1/3 or more of the total expense of owning a UIT. 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 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. 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. 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. For more information, please refer to the Mutual Fund and ETF Brochures described above. UITs in Advisory Programs 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 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 18  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. 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: • 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: • Cash Sweeps 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. 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. 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”. 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. 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). 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. 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. UIT sponsor representatives are allowed to provide funding for client/prospect seminars, employee education and training events, 19  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 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 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 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 20  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 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 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. 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. Conflicts of Interest – Financial Advisor Acting as Portfolio Manager; Advisory vs. Brokerage Accounts. 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 Programs). Financial Advisors and MSWM therefore have a financial incentive to recommend the programs described in this Brochure. 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. in certain other MSWM 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. ICAP accounts are managed by Financial Advisors who are experienced in managing corporate cash and have successfully completed PM program coursework and examination. 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. 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. Calculating Financial Advisors’ Performance 21  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 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. 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 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. Payments from Managers. Please see Item 4.C above (Additional Fees – Funds in Advisory Programs and UITs in Advisory Programs) for more information. 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 portion of these require that the training or educational 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. 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. 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. 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. 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 22  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 transaction, however such receive bids or offers for a “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 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. 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. 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 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 23  favors cash balances. 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 acquire confidential or material nonpublic time 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 Funds that are available to discretionary clients. C. Financial Advisors Acting as Portfolio Managers Description of Advisory Services See Item 4.A above for a description of the services offered in the programs described in this Brochure. Tailoring Services for Individual Clients 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, in Advisory including Retirement Accounts. See “Funds 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. 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. 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). Wrap Fee Programs 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. Performance-Based Fees 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 The Programs do not charge performance-based fees. 24  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 these that any strategy will recommendations. Investing in securities involves risk of loss that you should be prepared to bear. Policies and Procedures Relating to Voting Client Securities 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. 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. Item 7: Client Information Provided 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 (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 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. 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. Item 8: Client Contact with Portfolio Managers You can contact your Financial Advisor at any time during normal business hours. information on certain legal and Item 9: Additional Information 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 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 • On June 8, 2016, the SEC entered into a settlement order with 25  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. 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 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 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. 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 (“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. • 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 26  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 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). brokerage and research services asset management • merchant banking and other principal investment activities • • • 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 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. These restrictions may adversely impact client account performance. See Item 6.B above for conflicts arising from our affiliation with MS&Co. and its affiliates. 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. 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. 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 transfer agency services investment companies. 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, 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 27  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; 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 portfolio managers investment advisory in MSWM 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 conditions and may be affected by the potential replacement of LIBOR differently than LIBOR-based securities. 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. 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 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. You can obtain a copy of the Code from your Financial Advisor. See Item 6.B above, for a description of Conflicts of Interest. 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 “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 Trade Errors 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 28  net gain, donated to the Morgan Stanley Foundation. 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. 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. 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 your Financial Advisor to bring your account within the investment guidelines. Please contact your Financial Advisor for further details. to cash and cash MSWM monitors clients’ allocations 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. 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. 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. 29  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 new deposits to the account (including interest and dividends) and 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: • • 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 30 

Form ADV Wrap Fee Program Brochure Morgan Stanley Smith Barney LLC Select UMA® Program October 24, 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 September 22, 2025. For more details on any particular matter, please see the item in this ADV Brochure referred to in the summary below. Financial Advisor as Sub-Manager Updates were made to reflect the availability of investment strategies managed by Financial Advisors. (Item 4.A, Financial Advisor as Sub-Manager) Investment Products that hold Digital Assets Updates were made to reflect the addition of risk disclosures related to investment products that hold digital assets. (Item 4.A, Risks) MSWM Affiliate in Underwriting Syndicate Updates were made to reflect additional client access to the municipal securities markets. (Item 6.B, Conflicts of Interest) 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 Account Opening .................................................................................................................................................................................. 9 Ineligible Securities & Reasonable Restrictions .................................................................................................................................. 9 Fractional Shares ................................................................................................................................................................................ 10 Dollar Cost Averaging ....................................................................................................................................................................... 11 Trading and Execution Services .......................................................................................................................................................... 12 Trade Confirmations, Account Statements and Performance Reviews .............................................................................................. 13 Risks ................................................................................................................................................................................................... 13 Tax and Legal Considerations ............................................................................................................................................................. 18 Fees .................................................................................................................................................................................................... 19 B. Comparing Costs ................................................................................................................................................................................ 22 C. Additional Fees................................................................................................................................................................................... 23 Funds in Advisory Programs .............................................................................................................................................................. 23 Cash Sweeps ....................................................................................................................................................................................... 25 D. Compensation to Financial Advisors .................................................................................................................................................. 27 Item 5: Account Requirements and Types of Clients ....................................................................................................................................... 27 Item 6: Portfolio Manager Selection and Evaluation ......................................................................................................................................... 27 A. Selection and Review of Portfolio Managers and Funds for the Program.......................................................................................... 27 Eligible Financial Advisors ................................................................................................................................................................ 27 Selection and Review of Sub-Managers, Mutual Funds and ETFs .................................................................................................... 27 Calculating Sub-Manager and Fund Performance.............................................................................................................................. 29 B. Conflicts of Interest ............................................................................................................................................................................ 29 C. MSWM and Financial Advisors acting as Portfolio Managers ........................................................................................................... 33 Description of Advisory Services ....................................................................................................................................................... 33 Tailoring Services for Individual Clients ............................................................................................................................................ 33 Wrap Fee Programs ............................................................................................................................................................................ 33 Performance-Based Fees ..................................................................................................................................................................... 33 Methods of Analysis and Investment Strategies .................................................................................................................................. 33 Policies and Procedures Relating to Voting Client Securities ............................................................................................................ 33 Item 7: Client Information Provided to Portfolio Managers .............................................................................................................................. 34 Item 8: Client Contact with Portfolio Managers ................................................................................................................................................ 34 Item 9: Additional Information .......................................................................................................................................................................... 34 Disciplinary Information ..................................................................................................................................................................... 34 Other Financial Industry Activities and Affiliations ............................................................................................................................ 36 Code of Ethics .................................................................................................................................................................................... 37 Trade Errors ........................................................................................................................................................................................ 38 Reviewing Accounts ........................................................................................................................................................................... 38 Client Referrals and Other Compensation ........................................................................................................................................... 38 Financial Information ......................................................................................................................................................................... 38 Exhibit A ............................................................................................................................................................................................................ 39 Exhibit B ............................................................................................................................................................................................................ 44 Exhibit C ............................................................................................................................................................................................................ 46 3  Item 4: Services, Fees, and Compensation of such products are made after we have reviewed your investment goals, risk tolerance, and financial situation with you 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. 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. 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.” Institutional Consultant, or another 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, registered representative of the Firm, 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. 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. A. General Description of the Select UMA ® 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 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 4  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. an affiliated portfolio manager, a third-party portfolio manager, or, as applicable, certain Financial Advisors who act as your portfolio manager and manage a strategy on a discretionary basis in your account in the Select UMA Program (a “Sub-Manager”). Mutual funds and ETFs throughout this Brochure shall be referred to as “Funds”. limited Investment Products offered or managed by an affiliate of MSWM, including but not to Morgan Stanley Investment Management Inc. (“MSIM”) and Eaton Vance Management (“EVM”), are not included in the definition of MSWM Investment Products. 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. Depending on the investment strategy, securities selected by the Sub-Manager may include, but are not limited to, equity and debt securities, cash and cash equivalents, or Funds. 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. 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. 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. 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. 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, 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. There are also certain affiliated Investment Products which undergo a different due diligence process, such as SMA investment strategies managed by a Financial Advisor. Additionally, MSWM Investment Products are generally not available to a Retirement Account except in 5  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. 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. 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. 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 holdings and potentially the performance. 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. 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. 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 Please see Item 6 (Portfolio Manager Selection and Evaluation) below, for more information on Investment Product selection. Types of Discretionary Authority Rebalancing There are three types of discretionary authority for you to select for your account in the Program. 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. 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. Customized Rebalancing: As an alternative to Default 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 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 (this includes the authority to select investment strategies for which that, or another, Financial Advisor acts as Sub-Manager); (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 6  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. 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. 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 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 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 7  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 harvesting can adversely investment performance. impact 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. 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. Financial Advisor as Sub-Manager If you have selected Financial Advisor Discretion, certain Financial Advisors may act as a Sub-Manager and manage a strategy on a discretionary basis in your account in the Select UMA Program. Only newly opened Program accounts may participate. Financial Advisor Eligibility 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. To be eligible to act as Sub-Manager in the Program, Financial Advisor(s) must meet certain certification requirements. MSWM selects FAs for participation based on certain criteria such as (i) approval by Branch Manager; (ii) completion of an educational program that includes coursework in investment analysis and portfolio management, and passing an appropriate examination; (iii) length and type of FINRA and (if applicable) state registration; (iv) compliance record; and (v) client assets under management. Under certain circumstances, based primarily on the Financial Advisor’s prior investment experience, MSWM may waive some or all of the Financial Advisor selection criteria for participation as a Sub-Manager in the Program. Investment Strategy Eligibility 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: Investment strategies must undergo a multi-phased process which reviews, among other things, investment strategy thesis, risk assessment, appropriateness of chosen benchmark, and volatility. This process is different from that applicable to other Investment Products available for investment in the Select UMA program. (i) Investment Process 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) that specify diversification 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 (iii) after the expiration of any applicable wash sale period, sell The Financial Advisor is responsible for making investment management decisions for the investment strategy within investment guidelines and concentration criteria with respect to eligible investments and across industry sectors and asset classes. Your Financial Advisor may make investment decisions that are contrary to research ratings issued by Morgan Stanley research. Identical Strategies Available in Multiple Advisory Programs such ETF shares, cash equivalents or other securities and invest the proceeds in the account in accordance with the applicable asset allocation. Financial Advisors managing an investment strategy and acting as Sub-Manager in this Program may also manage the same investment strategy in the Portfolio Management program. In this You can request tax harvesting as outlined above (i) for specified securities, (ii) in a specified total amount, or (iii) in the maximum Securities in the account will be sold amount available. 8  rebalancing your accounts; and (ii) implementing reasonable restrictions imposed by you. (iii) case, the Financial Advisor is responsible for initiating trades across programs which may cause the performance of identical strategies to differ. Account Opening Termination of Investment Strategy Managed by Financial Advisor If the Financial Advisor as Sub-Manager terminates their employment with MSWM or closes the applicable investment strategy, your new or existing Financial Advisor, as the case may be, will select a new investment strategy for the Account. MSWM’s Role as a Sub-Manager in the Select UMA Program 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 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. Ineligible Securities & Reasonable Restrictions 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. 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 m a y 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. MSWM’s Role To Implement the Portfolio in the Select UMA Program the following portfolio As Manager, MSWM provides implementation and coordination services (as applicable) with respect to your accounts invested in the Program: (i) 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. 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; 9  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. Fractional Shares 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., 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. 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. implemented by following your 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. 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 have been investment 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. 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. 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. 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 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 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 10  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). 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. For orders greater than 1 share, the fractional share portion of the trade will be treated in the same manner as the whole share portion 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. public website The aim of DCA is to, potentially, reduce the overall impact of price volatility and lower the average cost per share. There is no guarantee that DCA will achieve the desired results and it could diminish the overall realized or potential performance of the respective investment or strategy. DCA will cause a specific portfolio’s performance to differ from that of the respective investment or strategy. Contributions of cash made into your account for DCA purposes are included in the calculation of the Fee and the Platform Fee and will be swept into your applicable Sweep Vehicle (as described below in “Cash Sweeps”) while awaiting investment. If your Sweep Vehicle is the BDP, you understand that the interest rates applicable to your Deposit Accounts at the Sweep Banks may be higher or lower than the rates available on other deposit accounts offered by a Sweep Bank, by other depository institutions, or other alternative cash investments, such as money market funds. You should compare the terms, interest rates, required minimum amounts and other features of the Deposit Accounts with other deposit accounts and alternative cash investments. You may obtain information regarding the current interest rates and interest rate tiers, as well as money fund yields, by contacting us, or by accessing Morgan Stanley’s at: https://www.morganstanley.com/wealthgeneral/ratemonitor. It is your responsibility to determine whether DCA is appropriate for your account and your financial circumstances. 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. When you instruct your Financial Advisor to implement DCA, you authorize us to make all trades or transactions necessary to carry-out DCA of the entire contribution over the designated period. You may cancel DCA at any time by informing your Financial Advisor; and upon cancellation, unless you instruct your Financial Advisor otherwise, any amounts remaining from the initial DCA contribution will be invested pursuant to the respective investment or strategy. DCA is only available for additional contributions in Select UMA accounts which have already been fully invested. 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 your Financial Advisor. Dollar Cost Averaging 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 DCA platform. Contributions made for DCA 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 DCA in an account for which the contributed assets are included in the Fee and Platform Fee calculation. You may elect to implement Dollar Cost Averaging (“DCA”) for your Select UMA account by directing your Financial Advisor. DCA is a short-term investment approach whereby you can 11  Trading and Execution Services Managers offering municipal, corporate, and convertible fixed income strategies) that have historically directed most, if not all, of 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. 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. 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. 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. Morgan Stanley or a Manager, as applicable, will rely upon such trading authorization to, on a discretionary basis, purchase shares of certain Investment Products, including a fund which is registered as an investment company under the Investment Company Act of 1940 (such as but not limited to mutual funds, exchange traded funds, closed end funds and unit investment trusts). Such Investment Products are governed by certain important documents including, but not limited to, notices, prospectuses, final term sheets, final pricing supplements, disclosures, offering documents, and other communications (“Investment Disclosure Documents”). If permitted by applicable law, rule or regulation, in connection with such purchases, you authorize Morgan Stanley or the Manager, as applicable, to receive delivery of the applicable Investment Disclosure Documents on your behalf. You understand that you will no longer receive copies of such Investment Disclosure Documents for these particular Investment Products purchased in your account on a discretionary basis by Morgan Stanley or a Manager, as applicable. Copies of such Investment Disclosure Documents are available upon request from your Financial Advisor. 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. Depending on when placed and/or due to operational limitations, orders may not be executed until later in the trading day or, in certain instances, the next trading day. MSWM or an Executing Sub-Manager have 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. 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, 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- 12  “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. 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. Moreover, mutual funds or ETFs may pursue similar or substantially similar investment strategies and/or holdings. You should consider each fund’s investment objectives, costs, and expenses, and other relevant factors when determining what investment product is appropriate and 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 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 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 13  fund’s prospectus to learn more about the use of redemption or liquidity fees. 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 such fund. Alternative investment strategies are not appropriate for all investors. 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 an MLP. The fund’s deferred tax liability (if any) is 14  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 ETF’s 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 in overall market movements, factors, 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. 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. 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 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 15  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 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 Digital Assets. Certain Exchange Traded Products (“ETPs”) available in the Program may hold underlying positions in cryptocurrencies such as Bitcoin, Ethereum, or other digital assets (“Digital Assets”). The risks related to an investment in Digital Assets are significant. Digital Assets are highly speculative and have been in existence for only a short period of time, and historical prices have been extremely volatile. An investor could lose their entire investment. In addition to extreme volatility and the speculative nature of Digital Assets, an investor should be aware of additional risks and considerations, which include but are not limited to the following: 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 16  speculators; for instance, law enforcement agencies could shut down or restrict the use of platforms and exchanges, limiting or shutting off entirely the ability to use or trade Digital Asset products. Due to the new and evolving nature of digital currencies, the regulatory landscape is uncertain, and the value of Digital Assets may be negatively impacted by future legal and regulatory developments. to generate unrelated business taxable Many significant aspects of the tax treatment of Digital Assets are uncertain. Moreover, ETPs containing Digital Assets are not income” intended (“UBTI”); however, as tax treatment of Digital Assets evolves, this may change. An ETP, which has direct exposure to a Digital Asset, is different from a mutual fund or ETF that primarily invests in Digital Asset futures. Funds that invest in Digital Asset futures do not directly invest in cryptocurrency but instead seek to purchase futures contracts that speculate as to the future price of certain Digital Asset. Any performance data relating to Digital Asset products may not be verifiable as pricing models are not uniform. in service due ETPs that track Digital Asset futures contracts may be subject to contango, which occurs when a given Digital Asset’s spot price is lower than the price of the Digital Asset’s futures price. Rolling contracts when futures prices are in contango involves selling lower priced futures and buying higher priced futures further from expiration; super contango occurs when the spot price of a given Digital Assets is trading dramatically below its futures price. The probability of the Digital Asset’s futures curve experiencing super contango may be elevated due their highly volatile nature. Certain Digital Asset exchanges have experienced failures or interruptions to fraud, security breaches, operational problems or business failure, and similar events could impact the value of your investment, regardless of whether the fund or product relies on such an impacted exchange. Further, certain Digital Asset exchanges are not regulated to the same extent as other securities exchanges, which increases the chance that transactions conducted on such exchanges are subject to market manipulation. Both factors can impact your investment product’s ability to transact in a Digital Asset and/or materially decrease its price, thereby decreasing the value of your investment, regardless of whether your product relies on an impacted exchange. Digital Assets could be permanently lost, stolen, destroyed or become inaccessible by virtue of, among other things, the loss or theft of the private keys necessary to access a product’s Digital Asset. 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 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). Digital Assets are not legal tender, and are not backed by any government, corporation or other identified body, other than with respect to certain cryptocurrencies that certain governments are or may be developing now or in the future. Digital Assets held in digital wallets are not FDIC insured. Certain of the spot cryptocurrency ETPs are not registered investment companies under the Investment Company Act of 1940 and therefore are not subject to the same regulatory requirements as mutual funds or traditional exchange traded funds. Shareholders do not have the same regulatory protections associated with registered investment companies Please see the prospectus of each product/fund before making an investment decision. 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. Investment products with exposure to Digital Assets have traded at prices that are materially lower (or higher) than the net asset value of the product’s underlying shares, which means that the market price of a product’s shares may be lower (or higher) than the value of the corresponding amount of Digital Assets that the share purports to represent. This risk is separate and distinct from the risk that the value of the relevant Digital Assets may decrease. 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, Due to the anonymity Digital Assets offer, they have known use in illegal activity, including drug dealing, money laundering, human trafficking, sanction evasion and other forms of illegal commerce. Abuses could impact legitimate consumers and 17  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. 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. 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 investments are dependent on the issuer’s (and the guarantor’s, if applicable) ability to pay all amounts due. 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. 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. 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. 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 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. 18  Tax laws impacting MLPs may change, and this could impact any tax benefits that may be available through investment in an MLP portfolio. 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 to obtain an Employer Retirement 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), 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. 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 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. 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 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. 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, including where your Financial Advisor is the manager of an SMA in the Select UMA Program. This is referred to as a wrap fee. The maximum annual asset-based Morgan Stanley Advisory Fee is 2.0%. 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. 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 19  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. 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 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 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. 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. 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. 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. 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”). 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 20  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 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. In the Account Agreement, you authorize the third-party custodian to remit the Fee due to Morgan Stanley upon request from us. 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. 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. Your Externally Custodied Account 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 third-party 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 third-party custodian. 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. Your third-party custodian will advise you of the cash sweep options, and the section titled “Cash Sweeps” will not apply to your account. We will not liquidate any fractional share positions of equity securities, closed-end funds or ETFs created in your Externally Custodied 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 21  B. Comparing Costs advisory share class will not apply to your Externally Custodied Account. 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, 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. 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: 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. http://www.morganstanley.com/wealth- relationshipwithms/pdfs/understandingyourrelationship.pdf. 22  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); 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- 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); MSWM also receives the following fees and payments in connection with your investment in a Fund: • Underwriting, investment banking, and other fees where MS&Co. is a member of an underwriting syndicate Support Fees and Mutual Fund Administrative Services Fees • 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 • certain other costs or charges, including fees that may be imposed by third parties, odd-lot differentials, transfer taxes, foreign custody fees, exchange fees, and supplemental transaction fees as well as regulatory fees and other fees or taxes required that may be imposed pursuant to law. Funds in Advisory Programs 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 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. As discussed herein, all of the support fees and/or administrative services compensation we collect from mutual funds, non-sweep 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. 23  Conflicts of Interest regarding the Above-Described Fees and Expense Payments 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 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 that do not make these or similar payments. investments 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 receive no additional compensation as a result of these payments received by Morgan Stanley. 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 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. 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. 24  Affiliated Funds 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 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 investment the cost of investing and negatively performance. For a taxable account, there will be tax consequences associated with a redemption. 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. Mutual Fund Share Classes For more information, please refer to the Mutual Fund and ETF Brochures described above. Cash Sweeps 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 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. (BDP and Money Market Funds are “Sweep Vehicles”) 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. It is important to note that free credit balances and allocations to cash, including assets invested in Sweep Vehicles, 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”. 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. Disclosure available 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 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 at Program http://www.morganstanley.com/wealth- 25  investmentstrategies/pdf/BDP_disclosure.pdf) 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. 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 (collectively, “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 Vehicle, 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 Vehicle, 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 Sweep Vehicle is 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 Sweep Vehicle is 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 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. 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 26  • Minimum Account Size of $5,000: MAPS Single SMA Strategy accounts and SMAs managed by a Financial Advisor. • Minimum Account Size of $1,000: Firm Discretion accounts that have selected a Pathway Target Date Model or the Pathway Model. 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 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. and Evaluation D. Compensation to Financial Advisors A. Selection and Review of Portfolio 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. In such case, 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. For more information on MSVA, please visit https://www.morganstanley.com/what-we-do/wealth- management/morgan-stanley-virtual-advisor Item 5: Account Requirements and Types of Clients 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: 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 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. • Minimum Account Size Greater Than $10,000: certain Investment Products and versions of the Program, including MAPS Multi-Style accounts. 27  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: 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 broad range of factors (which may investment financial performance, 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. 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). 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). You cannot continue to retain a terminated Sub-Manager or Fund in your account. 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 When an Investment Product is terminated, GIMA generally recommends a replacement Investment Product (“Replacement 28  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 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. 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 the minimum for that Model in your account falls below 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 that it is appropriate for you in light of the applicable standard of care. 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 time, Fees (as defined below in this Item 4) will continue to accrue. Payments from Investment Managers. See Item 4.C (Additional Fees – Funds in Advisory Programs), for more information. 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 their own educational Investment managers may sponsor 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 29  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. 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. 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. 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 able to act, in respect of clients’ account, on any such information, analyses or evaluations. 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. 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 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. Research Reports. MS&Co. does business with companies covered by its research groups. Furthermore, MS&Co. and its 30  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. 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. 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 allocated to your account is purchased, we or our affiliates could directly or indirectly benefit from such purchase. Moreover, depending on the type of security, the structure of the offering, and the demand for the offering, any benefit we or our affiliates obtain could be independent of demand from MSWM client accounts. 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. 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. 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. 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 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 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. 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, 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 31  stock plan services and financial education for which MSWM receives compensation. another Financial Advisor’s investment strategy because they retain more of the Morgan Stanley Advisory Fee. 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 (Services, Fees and Compensation -- Additional Fees – Cash Sweeps – Bank Deposit Program and Money Market Funds), for more information. Affiliated Investment Products. Certain of the Investment Products in the Program (including investment strategies managed by a Financial Advisor acting as a Sub-Manager and 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. 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. 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. 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. 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. When 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. the fees Financial Advisor as Sub-Manager. Financial Advisors have a conflict of interest because they have a financial incentive to recommend a strategy where they act as Sub-Manager over 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 than the Program. imposed by MSWM under Furthermore, an SMA Investment Product and a mutual fund Investment Product may utilize the same investment manager and 32  Tailoring Services for Individual Clients 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). 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 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. 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. 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 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 investment for MSWM opportunities in Covered Funds that are available to discretionary clients. 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. 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 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, 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. 33  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. 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. 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. Your Financial Advisor can also provide a Sub-Manager’s 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 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 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. Your selection of a Sub-Manager is deemed to be your consent for 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, 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 • 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 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 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. 34  • 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 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 35  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 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. 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 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 serve 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 36  sweep investments managed or held by related persons of MSWM. See Item 6.B above for a description of various conflicts of interest. 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. 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 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. 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 limitations requirements) or by 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 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. • 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 • Additional restrictions on personal securities transaction activities applicable to certain Access Persons (including Financial Advisors and other MSWM employees who act as 37  in MSWM investment advisory Financial Information portfolio managers programs); 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. • 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 We do not have any financial conditions that are reasonably likely to impair our ability to meet our contractual commitments to clients. • 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. MSWM and its predecessors have not been the subject of a bankruptcy petition during the past 10 years 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. 38  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. 39  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; (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 n IRS Schedule K-1 is sent to you, but does not guarantee the accuracy of its identification. With regard to Executing Sub-Managers, certain Executing Sub-Managers may implement their own tax management services, which may include separate gain/loss instructions and mandates, and they may not act on certain wash sale restrictions provided by MSWM. 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, 40  ten (10%) percent of the total account market value become available and to the extent your Account does not have an inception 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. 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. During the tax loss selling periods, MSWM may also offset realized tax losses by selling all or a portion of securities with unrealized gains that are overweight the account's allocation in the Investment Product and Sub-Manager Model Portfolio weights. MSWM will then reallocate the proceeds into other securities in the portfolio that are below targeted weightings. 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 41  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 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 42  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 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. 43  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 44  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. 45  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 46  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. 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. 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. 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 / 47  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. 21. Managed Advisory Portfolio Solutions: Thematic Equity: This actively managed equity strategy seeks to outperform the Russell 1000 Index by investing in a diversified, risk-managed portfolio of primarily US and non-US equities. The strategy leverages insights from the published theme recommendations by MS & Co.’s Global Thematic Research and applies a disciplined investment process that blends quantitative, fundamental, and technical analysis to guide portfolio construction, incorporating the Global Investment Committee’s (GIC) Tactical Equity Framework.” 48