Spencer G Will

Principal Fees and Costs

Generally, investment advisory accounts are charged a monthly fee that is a percentage of the total dollar amount of assets in your account. As a general matter, the more assets in your investment advisory account, the higher the fee you will pay. This means we have an incentive to encourage you to increase the assets in your investment advisory account. If you open an account in one of our wrap fee programs, the advisory fee includes payment for our investment advisory services, trade execution, custody of securities at Morgan Stanley and compensation to your FA. Certain programs also charge additional fees for other services and platform maintenance. Additionally, if you grant discretion over your assets to a third party or affiliated investment manager, you will be charged an additional advisory fee for their services. Finally, you may be charged additional costs if that investment manager decides to execute your transactions with a third-party broker-dealer instead of with us.

Other Fees and Costs

In both brokerage and investment advisory accounts, in addition to the fees that you pay to Morgan Stanley and the thirdparty fees that are referenced above, certain investment products contain built-in fees and expenses as described in that product’s offering material. Note, if your account is a margin account and you have an outstanding balance, you will pay margin interest.

Additional Information

You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce the amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying. See the Your Account and Service Fees, How Morgan Stanley Is Compensated or the Margin section of the applicable IAI Booklet for more detail. For specific information about the fees and costs charged in your investment advisory account, please refer to Items 5A, B, C and D in the applicable program’s ADV Brochure.

Our broker-dealer obligations described below only apply to Retail Customers as defined by the SEC. A Retail Customer is a natural person, or the legal representative of such natural person, who (A) receives a recommendation of any securities transaction or investment strategy involving securities from a broker, dealer, or a natural person who is an associated person of a broker or dealer; and (B) uses the recommendation primarily for personal, family or household purposes. In addition, our legal obligations and standard of conduct may vary under state laws or regulations, the Employee Retirement Income Security Act of 1974, as amended, or “ERISA,” and any professional conduct standards, as applicable.

When we provide you with a recommendation as your broker-dealer or act as your investment adviser, we have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the recommendations and investment advice we provide you. Here are some examples to help you understand what this means. The following examples create conflicts of interest or an incentive for us to recommend and promote certain products over other products in addition to promoting certain types or levels of trading activity:

Proprietary Products: Proprietary products are investments that are issued, sponsored or managed by us or our affiliates. We offer proprietary products in both brokerage and investment advisory accounts. When you purchase a proprietary product, we earn more money as a result of the compensation paid to us or our affiliates.

Third-Party Payments: Many third parties pay us compensation when you purchase certain investment products, such as fees that can cover costs of marketing, selling and servicing mutual fund shares.

Revenue Sharing: Many third parties, such as mutual fund sponsors, share revenue with us that they receive when you purchase an investment product.

Principal Trading: Where permitted by law, we may sell you certain products from our own or our affiliates’ inventory, and we or an affiliate may buy certain products from you and place them in our inventory. In such instances, we or our affiliate will earn more money as a result of such sale or purchase than we would if we acted as your agent.

Payment for Order Flow: We earn compensation for routing certain trade orders to third-party market centers, subject to our applicable best execution obligations. For more detail, see the Payment for Order Flow and Other Routing Arrangements section of the applicable IAI booklet.

For more information about our conflicts of interest, please review the Conflicts of Interest and Other Information section of the applicable IAI or Item 6B of the applicable ADV brochure.

For Full-Service Accounts, your FA’s compensation is based primarily on the fees and commissions that you pay us, as well as additional factors such as their tenure with Morgan Stanley, the amount of assets you have with us, the time and complexity required to meet your needs, the products you invest in or services you receive (which could vary in terms of compensation), and any loans made to you by Morgan Stanley. Subject to Morgan Stanley-imposed limits, your FA may also receive noncash compensation, such as reimbursement for education and training paid for by third-party product providers. This compensation structure presents a conflict of interest and means that FAs have an incentive to recommend transactions that generate higher amounts of revenue or products associated with providers that provide noncash compensation. Other employees receive compensation for referring clients (including Self-Directed Account clients) and prospective clients to FAs who recommend additional products and services.

Principal Fees and Costs

• Full-Service Accounts: You generally pay a commission or markup/markdown (a fee added to or subtracted from the market price) each time you make a trade. You will be charged more when there are more trades in your Full-Service Account; therefore, we have an incentive to encourage you to trade more often.

• Self-Directed Accounts: We will generally not charge you a commission to buy or sell U.S. listed stocks, options (contract fee applies) or ETFs. There are some exceptions where a commission or markup will be charged.

• All Accounts: Because we charge per transaction, we have an incentive to encourage you to trade more often. For more information on how these fees apply, please refer to the applicable IAI booklet, specifically, the sections titled How Morgan Stanley is Compensated, and Your Account and Service Fees.

Other Fees and Costs

In both brokerage and investment advisory accounts, in addition to the fees that you pay to Morgan Stanley and the thirdparty fees that are referenced above, certain investment products contain built-in fees and expenses as described in that product’s offering material. Note, if your account is a margin account and you have an outstanding balance, you will pay margin interest.

Additional Information

You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce the amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying. See the Your Account and Service Fees, How Morgan Stanley Is Compensated or the Margin section of the applicable IAI Booklet for more detail. For specific information about the fees and costs charged in your investment advisory account, please refer to Items 5A, B, C and D in the applicable program’s ADV Brochure.

Our broker-dealer obligations described below only apply to Retail Customers as defined by the SEC. A Retail Customer is a natural person, or the legal representative of such natural person, who (A) receives a recommendation of any securities transaction or investment strategy involving securities from a broker, dealer, or a natural person who is an associated person of a broker or dealer; and (B) uses the recommendation primarily for personal, family or household purposes. In addition, our legal obligations and standard of conduct may vary under state laws or regulations, the Employee Retirement Income Security Act of 1974, as amended, or “ERISA,” and any professional conduct standards, as applicable.

When we provide you with a recommendation as your broker-dealer or act as your investment adviser, we have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the recommendations and investment advice we provide you. Here are some examples to help you understand what this means. The following examples create conflicts of interest or an incentive for us to recommend and promote certain products over other products in addition to promoting certain types or levels of trading activity:

Proprietary Products: Proprietary products are investments that are issued, sponsored or managed by us or our affiliates. We offer proprietary products in both brokerage and investment advisory accounts. When you purchase a proprietary product, we earn more money as a result of the compensation paid to us or our affiliates.

Third-Party Payments: Many third parties pay us compensation when you purchase certain investment products, such as fees that can cover costs of marketing, selling and servicing mutual fund shares.

Revenue Sharing: Many third parties, such as mutual fund sponsors, share revenue with us that they receive when you purchase an investment product.

Principal Trading: Where permitted by law, we may sell you certain products from our own or our affiliates’ inventory, and we or an affiliate may buy certain products from you and place them in our inventory. In such instances, we or our affiliate will earn more money as a result of such sale or purchase than we would if we acted as your agent.

Payment for Order Flow: We earn compensation for routing certain trade orders to third-party market centers, subject to our applicable best execution obligations. For more detail, see the Payment for Order Flow and Other Routing Arrangements section of the applicable IAI booklet.

For more information about our conflicts of interest, please review the Conflicts of Interest and Other Information section of the applicable IAI or Item 6B of the applicable ADV brochure.

For Full-Service Accounts, your FA’s compensation is based primarily on the fees and commissions that you pay us, as well as additional factors such as their tenure with Morgan Stanley, the amount of assets you have with us, the time and complexity required to meet your needs, the products you invest in or services you receive (which could vary in terms of compensation), and any loans made to you by Morgan Stanley. Subject to Morgan Stanley-imposed limits, your FA may also receive noncash compensation, such as reimbursement for education and training paid for by third-party product providers. This compensation structure presents a conflict of interest and means that FAs have an incentive to recommend transactions that generate higher amounts of revenue or products associated with providers that provide noncash compensation. Other employees receive compensation for referring clients (including Self-Directed Account clients) and prospective clients to FAs who recommend additional products and services.