transfer on death (“tod”) agreement - morgan stanley · pdf filebeneficiary...

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TRANSFER ON DEATH (“TOD”) AGREEMENT AND BENEFICIARY DESIGNATION 03/2016 GWMTODA PAGE 1 OF 7 NY CS 8500665 03/16 Transfer on Death (“TOD”) Agreement ALL TOD ACCOUNTS ARE SUBJECT TO RECEIPT AND ACCEPTANCE BY MORGAN STANLEY SMITH BARNEY LLC (“MORGAN STANLEY”). THIS AGREEMENT MAY HAVE SIGNIFICANT PROBATE AND ESTATE AND GIFT TAX CONSEQUENCES. Important Note to Clients: e privilege of registering securities accounts in TOD form is created by state law and not all states have enacted such laws. Clients residing in states which have not enacted the Uniform Transfer on Death Security Registration Account or a similar law may not establish a TOD Account. Clients residing outside of the U.S. may establish a TOD account based on the laws of the state where their account is maintained however, these clients must acknowledge that the TOD designation may be challenged under the laws of their respective jurisdiction and indemnify and hold harmless Morgan Stanley from any liabilities or damages that may arise in the event of such challenge. Morgan Stanley cannot advise whether the TOD designation is or is not an appropriate component of an individual client’s tax and estate planning. Clients should always consult with their own legal and tax advisors before electing (or revoking) the TOD account designation. e Account Owner(s) whose signature(s) appears below hereby request(s) that Morgan Stanley Smith Barney LLC, and applicable affiliates (“Morgan Stanley”) establish one or more Transfer on Death accounts (“TOD Account”) and in consideration for this action agrees that this Agreement, in addition to the Client Agreement and any other applicable written agreements between Morgan Stanley and Account Owner, shall govern each TOD Account. e TOD Account is subject to the Rules of the Securities Transfer Association (“STA”) as well as this Agreement. Any Morgan Stanley TOD Account shall be registered in this form: “[Account Owner] TOD [Beneficiary] Subject to STA TOD Rules.” 1. Definitions a) “Account Owner” means the person or persons identified as owning the TOD Account. e Account Owner must be a natural person and, in the case of more than one person, must be joint tenants with rights of survivorship or tenants by the entireties. Account Owners may not own the TOD Account as tenants in common or in any form of community property. For joint tenancy accounts, all references to the singular shall be construed as referring to all joint tenants. Communications or instructions to Morgan Stanley regarding the TOD Account must be signed by all Account Owners. Obligations of the Account Owner are deemed obligations of all Account Owners, jointly and severally. b) “Beneficiary” means the person(s) or entity(ies) designated in the latest accepted TOD Beneficiary Designation Form (located at the end of this Agreement) who will succeed to ownership of the TOD Account upon the death of the Account Owner. roughout this Agreement, the term “Beneficiary” in the singular shall be deemed to include the plural, if applicable. If more than one Beneficiary is designated, Morgan Stanley will assume each is entitled to an equal share of Account Assets unless the Account owner designates an unequal division. Any person or entity, except a custodian under the Uniform Gifts to Minors Act (but not excluding a custodian under the Uniform Transfers to Minors Act (“UTMA”)), may be designated as a Beneficiary. NOTE: A minor is not legally able to sign a contract, including the account agreement to open an account. As a result, if the named beneficiary is a minor under applicable state law (generally, under age 18), a custodian under the UTMA law should be named in order to avoid the expense of obtaining a court order naming a conservator for the minor (see TOD Beneficiary Designation Form). If you fail to name a UTMA custodian, and the amount to be paid to the minor exceeds $10,000 (or such other amount as set forth in applicable state law), then a conservator will have to be appointed by the appropriate court. e conservator would then have the right to act as UTMA custodian for the minor and open an account for the benefit of the minor. c) “Death of the Account Owner” means death of the last surviving Account Owner (which is the sole Account Owner in the case of single-name ownership). d) “Account Owner’s Estate” means the probate assets of the last-deceased Account Owner, under the administration of a duly appointed executor, administrator or personal representative. Form Validation Rules (For MS Use only) Keep This for Your Records Branch No. Account No. FA/PWA No. For Internal Use Only

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Page 1: Transfer on Death (“TOD”) Agreement - Morgan Stanley · PDF fileBeneficiary designation by delivering a signed instruction letter to the branch office servicing the TOD Account

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Transfer on Death (“TOD”) AgreementALL TOD ACCOUNTS ARE SUBJECT TO RECEIPT AND ACCEPTANCE BY MORgAN STANLEY SMITH BARNEY LLC (“MORgAN STANLEY”). THIS AgREEMENT MAY HAvE SIgNIfICANT PROBATE AND ESTATE AND gIfT TAx CONSEqUENCES.

Important Note to Clients: The privilege of registering securities accounts in TOD form is created by state law and not all states have enacted such laws. Clients residing in states which have not enacted the Uniform Transfer on Death Security Registration Account or a similar law may not establish a TOD Account. Clients residing outside of the U.S. may establish a TOD account based on the laws of the state where their account is maintained however, these clients must acknowledge that the TOD designation may be challenged under the laws of their respective jurisdiction and indemnify and hold harmless Morgan Stanley from any liabilities or damages that may arise in the event of such challenge. Morgan Stanley cannot advise whether the TOD designation is or is not an appropriate component of an individual client’s tax and estate planning. Clients should always consult with their own legal and tax advisors before electing (or revoking) the TOD account designation.

The Account Owner(s) whose signature(s) appears below hereby request(s) that Morgan Stanley Smith Barney LLC, and applicable affiliates (“Morgan Stanley”) establish one or more Transfer on Death accounts (“TOD Account”) and in consideration for this action agrees that this Agreement, in addition to the Client Agreement and any other applicable written agreements between Morgan Stanley and Account Owner, shall govern each TOD Account. The TOD Account is subject to the Rules of the Securities Transfer Association (“STA”) as well as this Agreement. Any Morgan Stanley TOD Account shall be registered in this form: “[Account Owner] TOD [Beneficiary] Subject to STA TOD Rules.”

1.  Definitionsa) “Account Owner” means the person or persons identified as

owning the TOD Account. The Account Owner must be a natural person and, in the case of more than one person, must be joint tenants with rights of survivorship or tenants by the entireties. Account Owners may not own the TOD Account as tenants in common or in any form of community property. For joint tenancy accounts, all references to the singular shall be construed as referring to all joint tenants. Communications or instructions to Morgan Stanley regarding the TOD Account must be signed by all Account Owners. Obligations of the Account Owner are deemed obligations of all Account Owners, jointly and severally.

b) “Beneficiary” means the person(s) or entity(ies) designated in the latest accepted TOD Beneficiary Designation Form (located at the end of this Agreement) who will succeed to ownership of the TOD Account upon the death of the Account

Owner. Throughout this Agreement, the term “Beneficiary” in the singular shall be deemed to include the plural, if applicable. If more than one Beneficiary is designated, Morgan Stanley will assume each is entitled to an equal share of Account Assets unless the Account owner designates an unequal division. Any person or entity, except a custodian under the Uniform Gifts to Minors Act (but not excluding a custodian under the Uniform Transfers to Minors Act (“UTMA”)), may be designated as a Beneficiary. NOTE: A minor is not legally able to sign a contract, including the account agreement to open an account. As a result, if the named beneficiary is a minor under applicable state law (generally, under age 18), a custodian under the UTMA law should be named in order to avoid the expense of obtaining a court order naming a conservator for the minor (see TOD Beneficiary Designation Form). If you fail to name a UTMA custodian, and the amount to be paid to the minor exceeds $10,000 (or such other amount as set forth in applicable state law), then a conservator will have to be appointed by the appropriate court. The conservator would then have the right to act as UTMA custodian for the minor and open an account for the benefit of the minor.

c) “Death of the Account Owner” means death of the last surviving Account Owner (which is the sole Account Owner in the case of single-name ownership).

d) “Account Owner’s Estate” means the probate assets of the last-deceased Account Owner, under the administration of a duly appointed executor, administrator or personal representative.

Form Validation Rules (For MS Use only)

Keep This for Your Records

Branch no. account no. fa/PWa no.

For Internal Use Only

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e) “TOD Account Assets” means the assets of the TOD Account which are eligible for distribution upon the Death of the Account Owner in accordance with this Agreement.

f ) “Received and Accepted” means actual receipt of all required documentation by Morgan Stanley prior to the death of the Account Owner. Acceptance will be evidenced by the placement or removal of the TOD Account beneficiary’s name in the account title of the TOD Account.

2.  Establishment of TOD AccountAccount Owner desires that upon the Death of the Account Owner, the TOD Account Assets shall be transferred to the Beneficiary. In the case of multiple Beneficiaries, TOD Account Assets, insofar as possible, will be divided into separate shares and each Beneficiary’s share will be transferred to a separate account. In the event fractional shares result from a TOD distribution, these shares will be liquidated and the net proceeds distributed in accordance with the percentages stated on the TOD Beneficiary Designation Form. Account Owner understands that the non-probate features of the TOD Account apply only to eligible assets held in the TOD Account at the time of the death of the last surviving Account Owner. Any assets transferred out of the TOD Account prior to the death of the last surviving Account Owner shall not pass to the Beneficiary pursuant to this Agreement.

3.  Ineligible Assets and AccountsThe following assets or accounts held at Morgan Stanley are not eligible for TOD Account registration:

Fixed Annuities Variable Annuities Life InsuranceLimited Certain Mutual Funds* Futures PartnershipsPrecious Metals DVP/RVP Accounts IRA or Other (physical and Retirement certificated) AccountsSecurities Held in Safekeeping Transfer & Ship Accounts

(Note: Other assets or accounts not delineated above may be eligible or ineligible for TOD Account registration. Morgan Stanley reserves the right to make eligibility determinations in its sole discretion.)

Any ineligible assets which may be carried in the TOD Account upon the death of the last surviving Account Owner will not pass to the designated beneficiary under the TOD designation and may be subject to probate.

4.  Designation of Beneficiarya) Identification of Beneficiary: No contingent, unborn or

successor beneficiary may be designated. The Account Owner must identify the Beneficiary on the Morgan Stanley TOD Beneficiary Designation Form (which is located at the end of this Agreement), and in the case of multiple Beneficiaries, the Account Owner must also identify the percentage of TOD Account Assets each Beneficiary is to receive. This Form is, by this reference, specifically incorporated into this Agreement and made a part hereof.

b) Change of Beneficiary: An Account Owner may change the designated Beneficiary by completing a new TOD Beneficiary Designation Form. The Form must be signed by all Account Owners and accepted by Morgan Stanley prior to the death of the Account Owner. No change of Beneficiary shall be effective until it is received and accepted by Morgan Stanley. The execution and acceptance of a new TOD Beneficiary Designation Form automatically revokes all prior Beneficiary Designations. (Note: Be advised that in the case of joint Account Owners, the surviving Account Owner is free to amend or revoke any Beneficiary designation.)

c) Revocation of Beneficiary: An Account Owner may revoke a Beneficiary designation by delivering a signed instruction letter to the branch office servicing the TOD Account. The letter must be signed by all Account Owners. A revocation shall not be effective until it is received and accepted by Morgan Stanley.

d) Death of Beneficiary: If a single Beneficiary predeceases the Account Owner, or if a trust or other entity which has been named as the single Beneficiary has dissolved or terminated prior to the death of the Account Owner, the TOD Account Assets will be treated as belonging to the Account Owner’s Estate. In the case of multiple Beneficiaries, if any Beneficiary predeceases the last surviving Account Owner, or if a trust or other legal entity which is a Beneficiary has dissolved or terminated prior to the death of the Account Owner, that Beneficiary’s share of the TOD Account Assets shall be equally divided among the surviving Beneficiaries. If all Beneficiaries have predeceased the Account Owner, the TOD Account Assets become part of the Account Owner’s Estate. If a Beneficiary survives the Account Owner but is not alive at the time of the transfer of the TOD Account Assets, the TOD

* Mutual fund positions where Morgan Stanley is broker-dealer of record but which are held directly at the fund company (not custodied at Morgan Stanley) are not eligible for TOD account registration.

Keep This for Your Records

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Account Assets will become part of the estate of that Beneficiary.

e) Incapacity of Beneficiary. If at the time of the Account Owner’s Death the Beneficiary is a minor or an incapacitated adult who is represented by a duly appointed guardian, conservator or custodian (“Beneficiary’s Nominee”), Morgan Stanley may distribute the TOD Account Assets to the Beneficiary’s Nominee and be fully released thereby. If no Beneficiary’s Nominee has been properly appointed, or if the Beneficiary’s Nominee is unable or refuses to accept delivery of the TOD Account Assets, Morgan Stanley may, but shall have no obligation to, seek appointment of a substitute Beneficiary’s Nominee for the sole purpose of accepting delivery of the TOD Account Assets, and be fully released thereby, offsetting the reasonable expenses of doing so against the TOD Account Assets. If after a reasonable time following the Death of the Account Owner, no Beneficiary’s Nominee or appropriate substitute has accepted the TOD Account Assets, Morgan Stanley may distribute the TOD Account Assets to the Account Owner’s Estate and be released thereby.

f ) Spouse as Beneficiary: A dissolution of marriage automatically revokes a TOD Beneficiary designation of the former spouse of the Account Owner, unless the Account Owner notifies Morgan Stanley in writing that the former spousal designation should be retained. If no notice is received as stated above, and the former spouse is the sole Beneficiary designated, all TOD Account Assets will become part of the Account Owner’s Estate if the Account Owner dies prior to changing the Beneficiary designation. In the case of multiple Beneficiaries, the share of the former spouse shall be equally divided among the surviving Beneficiaries. If all the Beneficiaries have predeceased the Account Owner, the TOD Account Assets become part of the Account Owner’s Estate. Morgan Stanley, however, shall not be responsible for ascertaining the marital status of the Account Owner and may distribute the TOD Account Assets in accordance with the latest executed and accepted TOD Beneficiary Designation Form unless written notice of the marital dissolution in a form satisfactory to Morgan Stanley has been received and accepted by Morgan Stanley.

g) Disclaimer: Should any Beneficiary disclaim the TOD Account Assets, in whole or in part, in the manner provided by law, the beneficiary shall be treated as predeceasing the Account Owner and the provisions of paragraph 4 shall apply.

5.  Execution of Transfer to BeneficiaryIn order for Morgan Stanley to transfer the TOD Account Assets to the Beneficiary (“TOD Transfer”), the following must be presented at the Morgan Stanley branch servicing the TOD Account and accepted by Morgan Stanley:

a) Proof of death of the Account Owner (i.e. a certified death certificate);

b) Affidavit of Domicile;

c) Estate Tax Waiver, if required by the applicable state;

d) An affidavit sworn to by the Beneficiary or by the personal representative of the Account Owner’s Estate (and in such case, accompanied by letters of administration or letters testamentary dated not more than ninety (90) days prior to the affidavit) in a form provided by Morgan Stanley.

e) Such additional information or documents as Morgan Stanley deems necessary or appropriate to execute the TOD transfer.

In the case of multiple Beneficiaries, provided the above items are submitted and accepted by Morgan Stanley, Morgan Stanley may deal with any Beneficiary provided such Beneficiary provides identification satisfactory to Morgan Stanley in its sole discretion.

6.   Rights and Obligations of Morgan Stanley and  Account Owner

Morgan Stanley reserves the right to liquidate any outstanding security subject to expiration or leveraged securities positions before transfer to a Beneficiary and any margin or other indebtedness of Account Owner must be satisfied prior to a transfer of TOD Account Assets unless otherwise agreed to by Morgan Stanley. Where necessary to adhere to the distribution specifications of the Account Owner, Morgan Stanley is authorized (but not obligated) to liquidate securities positions of its choosing without the consent of any or all of the beneficiaries.

With respect to securities in the TOD Account, Morgan Stanley shall not be responsible to the Beneficiary for dividends, interest and/or other distributions paid after the Death of the Account Owner but before re-registration of the securities or securities account in the name of the Beneficiary. Morgan Stanley shall have no liability to the Beneficiary, and the Beneficiary shall have no claims against Morgan Stanley, for distributions that may be made to the Account Owner or its authorized representative after the Death of the Account Owner but prior to the re-registration of the securities or the securities account in the name of the Beneficiary.

Keep This for Your Records

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Should Morgan Stanley receive notice of the Death of the Account Owner, Morgan Stanley has no obligation to (a) verify the Account Owner’s death or the Account Owner’s marital status at death, (b) locate the Beneficiary, (c) notify any person of any transfer of the TOD Account Assets, or (d) independently verify any information submitted. Because it is the Beneficiary’s responsibility to initiate transfer of the TOD Account Assets, Morgan Stanley is expressly not liable for any loss that could occur following the Death of the Account Owner and prior to proof of Beneficiary’s entitlement to the TOD Account Assets and the transfer thereof.

The Estate of the Account Owner shall be liable for any net debit balance or loss in the TOD Account in any way resulting from the completion of transactions initiated prior to the receipt by Morgan Stanley of written notice of the Death of the Account Owner.

Morgan Stanley may refuse to transfer the TOD Account Assets, or any portion thereof, to the Beneficiary if Morgan Stanley receives notice from any claimant to an interest in the TOD Account Assets.

7.  In the Event of a DisputeIn case of a dispute concerning transfer between or among the Beneficiary, the Account Owner’s Estate, or the Account Owner’s surviving spouse, heirs, creditors, representatives, or any other person or entity, Morgan Stanley may require the parties in interest to arrive at a final resolution by adjudication, arbitration or other method acceptable to Morgan Stanley, prior to transferring any TOD Account Assets. Morgan Stanley, in its sole discretion, may at any time suspend all activity in, or distributions from, the TOD Account pending instructions from a court or arbitration forum of competent jurisdiction.

8.  ArbitrationThis Agreement contains a predispute arbitration clause. By signing an arbitration agreement the parties agree as follows:

•   All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.

•   Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.

•   The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.

•   The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.

•   The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.

•   The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.

•   The rules of the arbitration forum in which the claim is  filed, and any amendments thereto, shall be incorporated into this Agreement.

The Account Owner agrees that all claims or controversies, whether such claims or controversies arose prior, on or subsequent to the date hereof, between the Account Owner and Morgan Stanley and/or any of its present or former officers, directors, or employees concerning or arising from (i) any account maintained by the Account Owner with Morgan Stanley individually or jointly with others in any capacity; (ii) any transaction involving Morgan Stanley or  any predecessor or successor firms by merger, acquisition or other business combination and the Account Owner, whether or not such transaction occurred in such account or accounts; or (iii) the construction, performance or breach of this or any other agreement between the Account Owner and Morgan Stanley any duty arising from the business of Morgan Stanley or otherwise, shall be determined by arbitration before, and only before, any self-regulatory organization or exchange of which Morgan Stanley is a member. The Account Owner may elect which of these arbitration forums shall hear the matter by sending a registered letter or other written communication addressed to Morgan Stanley at 485 Lexington Avenue, 14th Floor, New York, N.Y. 10017, Attn: Legal and Compliance Division. If the Account Owner fails to make such election before the expiration of five (5) days after receipt of a written request from Morgan Stanley to make such election, Morgan Stanley shall have the right to choose the forum.

No person shall bring a putative or certified class action to arbitration, nor seek to enforce any predispute arbitration agreement against any person who has initiated in court a

Keep This for Your Records

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putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the person is excluded from the class by the court.

Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein.

The statute of limitations applicable to any claim, whether brought in arbitration or in a court of competent jurisdiction, shall be that which would be applied by the courts in the state in which the Account Owner resides or if the Account Owner does not reside in the United States, the statute of limitations shall be that which would be applied by the courts in the state where the Morgan Stanley office servicing the Account Owner’s account is located.

9.  Third PartiesA duly appointed guardian or conservator, or an agent acting under a durable power of attorney, may effect transactions within, or transfers from, the TOD Account to the extent of their authority, but may not change the designation of Beneficiary. No guardian, conservator, attorney-in-fact, or other agent of the Account Owner may establish or change the Beneficiary of a TOD Account on behalf of their principal or ward.

10.  Conflict with Will or TrustUpon the Death of the Account Owner, the Beneficiary assumes control of the TOD Account Assets even if the Account Owner’s will, trust, or other instrument provides for a contrary or inconsistent disposition. Changes with respect to the Beneficiary may only be effected in accordance with paragraph 4(b) of this Agreement and Morgan Stanley is specifically directed to disregard any and all contrary or inconsistent dispositions.

11.  Change of Residence by Account OwnerThe privilege of establishing and maintaining TOD Accounts is created by state law and not all states have enacted TOD legislation for their residents. However, once a client has established a Morgan Stanley TOD account, Morgan Stanley will continue to treat the account as such in reliance on the continued effectiveness of this TOD Agreement under the laws of the state in which it was established, without regard to subsequent changes in the Account Owner’s state of residence, even if the Account Owner moves to a non-TOD Jurisdiction. Morgan Stanley shall

have no obligation to advise the Account Owner as to the validity of any TOD registration upon a change of residence of the Account Owner. Account Owner acknowledges that it is Account Owner’s sole responsibility to determine the validity of the TOD Account upon a change of residence.

12.  IndemnificationAccount Owner specifically directs Morgan Stanley to make the TOD distribution in accordance with this Agreement and the last executed and accepted TOD Beneficiary Designation Form. Account Owner agrees that Morgan Stanley shall be fully released and discharged from all liability upon payment to the designated TOD Beneficiary and on behalf of itself, its estate, heirs, executors, administrators, beneficiaries and assigns agrees to indemnify and hold harmless Morgan Stanley, its directors, officers, employees, agents, assigns and successors from and against all claims, liabilities, losses, costs and expenses (including attorneys fees) which it may incur by acting in accordance with the aforesaid directive. This indemnity shall include but not be limited to claims by any person, taxing authority or entity in relation to the TOD Account assets either prior or subsequent to their distribution to the designated TOD Beneficiary. Morgan Stanley shall be entitled to recover the full amount of this indemnity from the assets of the TOD Account or any other accounts maintained by the Account Owner at Morgan Stanley, prior to any distribution or transfer.

13.  Spousal ConsentUnless the property of the account is not subject to community property, in order to avoid potential conflicts with applicable state laws in Alaska, Arizona, California, Idaho, Nevada, New Mexico, Texas, Washington and Wisconsin, married Account Owners from these states who do not designate their spouse as the sole beneficiary of the TOD account must obtain the written consent of their spouse in the space indicated below. Failure to obtain such consent may subject the TOD beneficiary designation(s) to challenge upon the death of the Account Owner. Morgan Stanley will not be responsible for determining or recognizing the marital status of the Account Owner at any time during the existence of the TOD account including the time of distribution and will make the TOD distribution in accordance with the direction and indemnification contained in the paragraph entitled “Indemnification.”

14.  Legal and Tax ImplicationsAccount Owner acknowledges that the features of a TOD Account contain certain legal and tax implications. Morgan Stanley cannot

Keep This for Your Records

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advise whether the TOD designation is or is not appropriate for the Account Owner’s tax or estate planning. Account Owner agrees that it will consult its own independent legal or tax advisor prior to establishing a TOD Account and by signing this Agreement, acknowledges that neither Morgan Stanley, nor any of its employees, has furnished such advice.

15.  Miscellaneousa) Morgan Stanley reserves the right to refuse to accept or renew

this Agreement, and may terminate it at any time, in its sole discretion and for any reason.

b) If any provision hereof is or at any time should become inconsistent with any present or future law, rule or regulation of any securities or commodities exchange or of any state or other sovereign government or an agency or regulatory body thereof and if any of these entities have jurisdiction over the subject matter of this Agreement, said provision shall be deemed to be superseded or modified to conform to such law, rule or regulation, but in all other respects this Agreement shall continue and remain in full force and effect.

c) Morgan Stanley shall have the right to amend this Agreement upon written notice to the Account Owner by modifying or rescinding any of its existing provisions or by adding a new provision. Any such amendment shall be effective as of a date established by Morgan Stanley.

d) No failure to exercise, nor any delay in exercising, on the part of Morgan Stanley, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

e) A change by Morgan Stanley of the account number designating the TOD Account shall not affect this Agreement or the TOD designation established herein.

f ) All paragraph headings of this Agreement are for convenience only, and do not affect the meanings or interpretation of this Agreement.

g) This Agreement may not be modified except in writing, signed by an authorized officer of Morgan Stanley. This Agreement may not be assigned without the written consent of Morgan Stanley.

h) The provisions of this Agreement, including the indemnities stated herein shall be binding upon the Account Owner’s estate, beneficiaries, heirs, executors, administrators, successors and assigns, shall inure to the benefit of Morgan Stanley and its successors and assigns and shall survive the termination of this Agreement or the TOD Account.

16.  Governing LawExcept for statutes of limitation applicable to claims, this Agreement and all the terms herein shall be governed and construed in accordance with the laws of the State of New York without giving effect to principles of conflict of laws.

17.   Agreement of Account Owner not  Residing in the United States

The Account Owner resides outside the United States and desires to establish a TOD Account.

The ability to open the TOD Account is dependent on the Account Owner’s successful invocation of the laws of the State in which the assets are located. In consideration of Morgan Stanley agreeing to open or maintain a TOD Account under the laws of the State in which the assets are located, the Account Owner individually and on behalf of the applicable beneficiaries of the TOD Account does hereby agree to indemnify, hold harmless, release and forever discharge Morgan Stanley and each of its present and former employees, officers, directors, principals, agents, heirs, executors, administrators, predecessors, successors, assigns, representatives, parents, subsidiaries, affiliates, and attorneys from any and all liabilities or claims that the Account Owner or the applicable beneficiaries of the TOD Account have or ever may have against Morgan Stanley arising from any claim or determination that the gift or transfer is invalid under applicable law.

Keep This for Your Records

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TOD Beneficiary Designation and Signature PagePlease complete and sign where indicated and return this page only (keep a copy of this page for your records). Retain pages 1-6 for your records. The Account Owner(s) whose signature(s) appears hereon, hereby agrees to the terms of the Morgan Stanley TOD Agreement (“TOD Agreement”) as set forth on the preceding pages 1-6 and designates transfer on death (TOD) beneficiary(ies) listed below for the Morgan Stanley account currently carried under the account number stated above. This TOD Agreement and Beneficiary Designation revokes all prior TOD Agreements and Beneficiary Designations made in relation to this account. A percentage must be entered for each beneficiary named, and the total MUST equal 100%.

aCCounT TITle

Information About Beneficiaries (All required information for each beneficiary must be provided)

Percent Ownership  of Account Assets: Equal Shares Are Assumed if Left Blank

Beneficiary 1

Beneficiary’s Full Name Address Phone Number (Optional)%

Beneficiary Relationship to Account Owner Name of Custodian (Under the UTMA in the event the Beneficiary is a minor)

Social Security Number (individual) or  Tax ID (organization)

Names of Trustees (trusts) or Authorized Officers (other legal entities)

Beneficiary 2

Beneficiary’s Full Name Address Phone Number (Optional)%

Beneficiary Relationship to Account Owner Name of Custodian (Under the UTMA in the event the Beneficiary is a minor)

Social Security Number (individual) or  Tax ID (organization)

Names of Trustees (trusts) or Authorized Officers (other legal entities)

Beneficiary 3

Beneficiary’s Full Name Address Phone Number (Optional)%

Beneficiary Relationship to Account Owner Name of Custodian (Under the UTMA in the event the Beneficiary is a minor)

Social Security Number (individual) or  Tax ID (organization)

Names of Trustees (trusts) or Authorized Officers (other legal entities)

If a sole Account Owner is married and is a resident of Alaska, Arizona, California, Idaho, Nevada, New Mexico, Texas, Washington or Wisconsin, and the spouse is not designated as the sole beneficiary, the spouse must sign the following consent in the presence of a Notary Public.CONSENT OF SPOUSE:

By signing below, I declare that I am the spouse of the Account Owner of the Morgan Stanley TOD Account identified above, and I hereby consent to the current designation of beneficiary(ies) of this Account. This Spousal Consent must be signed in the presence of a Notary Public.

sPouse’s sIgnaTure DaTe

Signed in my presence this day of , 20 . Notary Public .

ACCOUNT OWNER’S SIGNATUREI understand that my accounts at Morgan Stanley, including this TOD Account, are governed by a predispute arbitration clause set forth in the TOD Agreement starting at page 4 paragraph 8.

PrInT name of aCCounT oWner aCCounT oWner sIgnaTure DaTe

PrInT name of aCCounT oWner aCCounT oWner sIgnaTure DaTe

© 2016 morgan stanley smith Barney llC. member sIPC.

Sign and ReturnKeep a Copy for Your Records

Branch no. account no. fa/PWa no.

For Internal Use Only