The Brunner Fox Group at Morgan Stanley. Wealth Management Solutions for the Privately Held Business

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1 The Brunner Fox Group at Morgan Stanley Wealth Management Solutions for the Privately Held Business

2 717 Texas Avenue, Suite 3050 Houston, TX / TOLL-FREE / MAIN / FAX

3 The Brunner Fox Group at Morgan Stanley Managing wealth involves far more than managing an investment portfolio. It begins with developing a holistic, comprehensive understanding of who you are and the financial forces at work in your life. It means helping you understand and respond effectively to these forces. And, of course, it means helping you invest your assets in a way that reflects the realities of your life and the uniqueness of your long term goals. As Financial Advisors, we are committed to building a relationship of trust in which we can work closely with you to help you define your objectives, explore alternatives and choose the financial and investment strategies that are most appropriate for you. As our relationship evolves, we hope you will come to regard us as a valued resource and professionals who can help you make a more informed decision on any financial issue. Our most important goal: to help you achieve your objectives, providing guidance that helps your wealth do more for you. THE BRUNNER FOX GROUP 3

4 Meet the Professionals Michael L. Brunner, Stephen B. Fox 4 MORGAN STANLEY

5 Michael L Brunner, CFP Senior Portfolio Manager Senior Vice President Financial Advisor Michael Brunner, has over 25 years of professional experience as a Financial Advisor, all with the same firm. He brings great stability and continuity of process to each of his clients throughout the United States. As a former Marine Corp officer and a CERTIFIED FINANCIAL PLAN- NER, Mr. Brunner provides a high level of leadership and comprehensive planning to each of his clientele. Throughout his career, Michael has worked with successful individuals and their families to develop comprehensive financial and investment planning strategies that seek to optimize the unique goals of each of his clients. One area of deep understanding that Michael provides is in regards to the unique challenges business owners of privately held companies face very day. These challenges come from how to successfully grow their respective companies and the most appropriate way to accumulate sufficient personal wealth for life after business. Michael addresses issues such as financial and retirement planning, estate planning, lending, education funding, and asset preservation and protection. Another area of experience that Michael focuses on is related to the selling of an owner s business. As this typically is the most important financial transaction in the life of a business owner, Michael and a success team of professionals both inside and outside of Morgan Stanley work, in a coordinated way, to maximize the probability of a successful sale for the owners and their families. Additionally, once a successful business exit takes place, Michael creates and implements and monitors comprehensive wealth management strategies that seek to provide the financial resources for the owners and their loved ones throughout the next chapter of their lives. A native of Austin, Michael completed his B.B.A. from Texas State University in 1982 (where he also played varsity basketball). Upon graduation, Michael was commissioned as an officer in the United States Marine Corps, and served his tour at the Marine Corps Air Ground Combat Center in 29 Palms, California. After completing his tour of duty, Michael returned to Texas and began his career in Houston with Morgan Stanley*. In 1994, he received his designation as a CERTIFIED FINAN- CIAL PLANNER, (CFP ) from the College for Financial Planning in Denver, Colorado. Five years later, Michael earned the title of Senior Vice President, where he continues to oversee and manage the wealth management strategies for affluent individuals and their families. THE BRUNNER FOX GROUP 5

6 Stephen B. Fox, CIMA, CEP Family Wealth Director Executive Director Financial Advisor Comprehensive pre and post liquidity planning and customized wealth management services for private business owners and successful families on a national basis. Working primarily with successful families and private business owners on a national basis to implement strategies to exit their current company and live their perfect calendar post liquidity event by providing completely customized comprehensive wealth management services and advice. This is done for owners of companies with valuations between $10,000,000-$500,000,000 while at the same time striving to protect them from unnecessary taxes, and to preserve their family legacy for future generations. I have spent my entire career at the same firm starting in 1990 at Shearson Lehman Hutton. I incorporate a personal family perspective to my wealth management career. When I was a child, my family experienced a significant liquidity event resulting from the sale of a multi-generation family business. I experienced first hand how sudden wealth can both help and harm those who are given the responsibility of managing a significant amount of capital. Through these experiences,i have learned what families can do to successfully manage their family assets to benefit both current and future generations. This real world experience has evolved into significant professional experience related to all areas of family wealth management including education, strategic planning, governance, and mission statement development. My extensive experience and focus allows me to assist families with the successful transfer of financial, social and intellectual capital from one generation to the next. I have counseled numerous families facing major liquidity events such as the sale of a business, and have worked closely with other wealth advisors and various kinds of professional intermediaries in over $500 million of business liquidity events. 6 MORGAN STANLEY

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8 Managing Risk The up and down nature of the markets is just one kind of risk but so is not protecting my assets and my family. How do I protect what I care about most? Planning for Retirement When I retire, it will affect just about everything that matters: my lifestyle, my company and my family. Is there a way to plan for retirement that takes it all into account? Planning for the Long Term Decisions about both assets and liabilities need to be made in the framework of important life goals. What steps are also the most tax efficient? How can a strategic approach to cash management and lending simplify my financial life and maximize the value of what I own? Saving for College Will I be able to pay for a good education for my children and my grandchildren? Business Strategies How do I manage my personal wealth with so much tied up in my company? Investing I have so many goals and priorities. How can one investment strategy balance them all? Liquidity Solutions I can predict some expenses, but others I know I can t. How can I plan to have the cash I need? Innovative Solutions to the Full Range of Wealth Management Needs Leaving a Legacy to the Next Generation Making sure my estate goes to the people and organizations I care about is a priority. How do I transform my assets into a legacy? Charitable Giving The charities I support are like extended family. How do I maximize the good I can accomplish?

9 PERFORMANCE THAT STRIVESto MEET YOUR MEASURE WHO CAN DEVISE STRATEGIES THAT ARE DESIGNED TO MEET THE GOALS THAT ARE MOST IMPORTANT TO YOU? YOUR PERSONAL FINANCIAL ADVISOR. Among the most important skills of Financial Advisors is the ability to listen: to thoroughly understand your financial needs and then align the resources to help meet them. Your Financial Advisor can help you evaluate immediate concerns and plan for long-term goals, be a sounding board for your investment ideas, assist you in developing and executing a strategy that is precisely your own and potentially help deliver the results that meet your needs. Your Financial Advisor helps to select the firm s best thinking and to align our many capabilities to meet your wealth planning goals. From investments to credit to cash management to trusts, your Financial Advisor has access to the areas of the firm that can help meet unique needs on both sides of your balance sheet. Our Reserved program provides Morgan Stanley s most valued Wealth Management clients and their families with exclusive access to luxury offers, premier benefits and high-quality service 1. THE VALUE OF A LEARNING CULTURE. Morgan Stanley makes a sizable investment in the training and professional development of each Financial Advisor, with many earning professional certifications and designations. Our continuing education programs are designed to equip Financial Advisors with new skills and perspectives. We want every client to reap the benefits of the culture of excellence of our firm. Our Financial Advisors represent an extensive knowledge base built on diverse skills, experience and professional interests. Our Financial Advisors share best practices including: asset allocation approaches, highly focused strategies and specific investment ideas to address unusual or particularly sophisticated client needs. Away from the office, many of our Financial Advisors volunteer their time and leadership skills to thousands of local organizations. They are at the forefront of the firm s commitment to give back generously to the communities where our clients live and work. SPECIAL RESOURCES FOR FAMILIES WITH EXCEPTIONAL REQUIREMENTS. Successful families with substantial assets typically have complex needs and require highly integrated capabilities. Morgan Stanley s Wealth Planning Centers and Family Wealth Advisory Services focus on the intricacies of multigenerational wealth transfer, family ownership structures, philanthropy management, complex tax reporting, succession planning and family governance. Our clients work with professionals who have extensive experience addressing both the financial issues and personal dynamics of America s wealthiest families. 1 Morgan Stanley Smith Barney LLC reserves the right to change or terminate the Reserved program at any time and without notice. Reserved program participants accounts and activity are reviewed periodically to confirm that they continue to qualify for Reserved. Please read important disclosures on the back cover of this brochure CRC CS /14

10 Managing Business and Personal Wealth As a business owner, you know that your business finances and personal finances are closely linked, and that managing them requires an integrated approach. Our first goal will be to develop an understanding of the dual dimensions of your financial life an understanding of how you built your wealth, where you are today, and where you want to be tomorrow. Only then can we effectively suggest how your personal assets can support your business growth, and how your business can help you to meet your personal goals. 10 Together, we will undertake a five step process: 1 Setting your financial objectives We begin by thoroughly reviewing your current financial resources, objectives and other circumstances that might influence your investment strategy. We will discuss your time horizon and tolerance for risk, as well as any current and potential liabilities. Importantly, we will also examine your business s financial characteristics and performance, its day-today cash needs, and strategies and financial requirements for growth. MORGAN STANLEY 2 Developing your financial management strategy Working from our understanding of you and your personal and business objectives, we will propose financial strategies designed to help you meet those goals. Our advice may encompass issues such as retirement planning, business continuation and succession, debt restructuring, tax minimization potential and wealth transfer. You will also receive an asset allocation strategy designed to provide diversification for your portfolio. 3 Implementing your investment strategy After we have discussed and refined your strategy, the team will work closely with you to bring the elements to life. Should we decide together that outside money managers are appropriate for you, we will draw on indepth research and analysis to help you select from the hundreds of investment management firms available to you. If you prefer to invest in individual securities, we can help identify specific stocks, bonds and other securities that may be suitable for your portfolio. Whatever approach we decide on, the team will help you keep your strategy on track. 4 Providing business solutions Based on our analysis of your business challenges and obstacles, we will consult with specialists throughout Morgan Stanley who can structure

11 and deliver services to help you take your business to the next level. 5 Reviewing objectives and performance Milestones like marriage, children and grandchildren, buying and selling a home, retirement, and starting another business or selling your current one can all have an effect on your plan and on the right course to meeting your objectives. The team will frequently and systematically review your wealth plan with you so we can help you adapt to changes in your life. And we will work with you to evaluate your investment portfolio over time, suggesting adjustments as necessary, so that your investment strategy continuously reflects your evolvingneeds and goals.

12 Working Together 12 Working Together The most important element of establishing a successful, rewarding working relationship with you is to get to know and understand those things which are most important to you and those you care about. We spend the time needed to discover, learn about, and thoughtfully understand your personal situation and then assist you in accomplishing that vision. For private business owners, there are a number of areas in which we can assist to help you grow your business, increase profitability,and successfully exit your company in the manner and at the time you feel is most appropriate. Corporate Cash Management: In the current interest rate environment, corporate bank accounts may earn very little. There are a number of ways Morgan Stanley accesses resources that can potentially earn corporate funds a return in excess of what a traditional local bank may offer. We can structure corporate accounts to earn more on these funds. In addition, through brokered Certificates of Deposit (CDs) purchases, we are able to provide access to CDs from a variety of issuing depository institutions, providing a way to maximize your FDIC deposit insurance coverage. By investing your MORGAN STANLEY assets in the CDs of different banks available through Morgan Stanley, you can try to ensure that your deposits at each institution remain within the applicable FDIC insurance limits. Lending: There are a number of potential ways that we may be able to reduce the cost of borrowing for a company or restructure the debt of the company to provide more favorable terms. Additionally, our affiliates Morgan Stanley Bank, N.A. and Morgan Stanley Private Bank National Association offer solutions for residential mortgages, including home equity lines of credit, as well as loans secured by the eligible securities in your brokerage account. In addition to the loans offered through our affiliates, we have relationships with third party lenders that can provide access to Small Business Administration loans and lending against inventory and other types of collateral. Risk Management: As we work closely together with you to understand what potential risks there are while you continue to build your business or begin to prepare for a successful exit, we look at many of the possible options to consider in making sure that you are not derailed by unforeseen events such as disability, sickness, or death. Key man strategies, buy-sell agreements, long term disability and long term care coverage as well as traditional life insurance solutions are reviewed in order to optimize the proper risk management program for you and your family and business. Corporate Benefits: Every successful business needs to attract and retain great employees as well as having the ability to save for retirement on a pretax basis. In today s competitive job market, having an attractive suite of corporate benefits available to employees while providing access to those benefits in a cost effective manner for the company is very important. We can assist you with retirement plan design, implementation and administration, and ongoing review and monitoring of those plans. Examples of retirement plans include 401k and profit sharing plans, defined benefit programs, and non-qualified deferred compensation strategies. Financial Planning: In addition to building value in your business, you will create and accumulate financial resources outside of the business. Personal financial planning will help coordinate the personal assets and liabilities of private business owners with their business assets and liabilities to help make sure

13 that both areas are effectively coordinated for maximum benefit, both to the owners and their families. Planning For the Future: Some business owners have told us that all they want to do is: die at their desk. Others say they want to sell their company to their employees. There are also those who tell us they want to sell their company to a 3 rd party for the highest possible value. Regardless of the strategy that is chosen, we can help you by analyzing the current circumstances of your business, and advise you on the options available to accomplish what you want for you and your family. As you can understand, no two business owners are alike. And, every person, and situation will be separate and unique as it relates to the type of planning that needs to be done. We strive to bring together whatever resources are needed in order give our clients the solutions and strategies that will best serve them and those they care about, both now and in the years to come.

14 OUR MISSION The Brunner Fox Group at Morgan Stanley strives to offer clients the finest in financial thinking, products and execution to help them meet their individual needs and achieve their personal financial goals. When we work together, you ll benefit from personalized advice, objective guidance and dedication to your success as a client. With access to Morgan Stanley s renowned global resources and investment opportunities, we can help you develop and maintain an optimal investment strategy. Additionally, our wealth management strategies will address key areas of your financial life beyond traditional investments and may incorporate diverse recommendations for building and protecting your wealth. 14 MORGAN STANLEY

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16 Tax laws are complex and subject to change. Morgan Stanley Smith Barney LLC ("Morgan Stanley"), its affiliates and Morgan Stanley Financial Advisors and Private Wealth Advisors do not provide tax or legal advice and are not "fiduciaries" (under ERISA, the Internal Revenue Code or otherwise) with respect to the services or activities described herein except as otherwise agreed to in writing by Morgan Stanley. Individuals are encouraged to consult their tax and legal advisors (a) before establishing a retirement plan or account, and (b) regarding any potential tax, ERISA and related consequences of any investments made under such plan or account. Morgan Stanley Smith Barney LLC. Member SIPC. Morgan Stanley Smith Barney LLC is a registered Broker/Dealer, Member SIPC, and not a bank. Where appropriate, Morgan Stanley Smith Barney LLC has entered into arrangements with banks and other third parties to assist in offering certain banking related products and services. Investment services are offered through Morgan Stanley Smith Barney LLC. Unless specifically disclosed in writing, investments and services offered through Morgan Stanley Smith Barney LLC are not insured by the FDIC, are not deposits or other obligations of, or guaranteed by, a bank and involve investment risks, including possible loss of principal amount invested.cds are insured by the FDIC, an independent agency of the U.S. Government, up to a maximum of $250,000 (including principal and accrued interest) for all deposits held in the same insurable capacity (e.g. individual account, joint account, IRA etc.) per CD depository. Investors are responsible for monitoring the total amount held with each CD depository. All deposits at a single depository held in the same insurable capacity will be aggregated for the purposes of the applicable FDIC insurance limit, including deposits (such as bank accounts) maintained directly with the depository and CDs of the depository. Residential mortgage loans are offered by Morgan Stanley Private Bank, National Association, an affiliate of Morgan Stanley Smith Barney LLC. With the exception of the pledged-asset feature, an investment relationship with Morgan Stanley Smith Barney LLC does not have to be established or maintained to obtain the residential mortgage products offered by Morgan Stanley Private Bank, National Association. All residential mortgage loans are subject to the underwriting standards and independent approval of Morgan Stanley Private Bank, National Association. Rates, terms, and programs are subject to change without notice. Residential mortgage loans may not be available in all states; not available in Guam, Puerto Rico and the U.S. Virgin Islands. Other restrictions may apply. The information contained herein should not be construed as a commitment to lend. Morgan Stanley Private Bank, National Association is an Equal Housing Lender and Member FDIC that is primarily regulated by the Office of the Comptroller of the Currency. Nationwide Mortgage Licensing System Unique Identifier # The proceeds from a residential mortgage loan (including draws and advances from a home equity line of credit) are not permitted to be used to purchase, trade or carry eligible margin stock; repay margin debt that was used to purchase, trade or carry margin stock; or to make payments on any amounts owed under the note, loan agreement, or loan security agreement; and cannot be deposited into a Morgan Stanley Smith Barney LLC or other brokerage account.borrowing against securities may not be suitable for everyone. You should be aware that securities-based loans involve a high degree of risk and that market conditions can magnify any potential for loss. Most importantly, you need to understand that: (1) Sufficient collateral must be maintained to support your loan(s) and to take future advances; (2) You may have to deposit additional cash or eligible securities on short notice; (3) Some or all of your securities may be sold without prior notice in order to maintain account equity at required maintenance levels. You will not be entitled to choose the securities that will be sold. These actions may interrupt your long-term investment strategy and may result in adverse tax consequences or in additional fees being assessed; (4) Morgan Stanley Bank, N.A., Morgan Stanley Private Bank, National Association or Morgan Stanley Smith Barney LLC (collectively referred to as Morgan Stanley ) reserves the right not to fund any advance request due to insufficient collateral or for any other reason except for any portion of a securities-based loan that is identified as a committed facility; (5) Morgan Stanley reserves the right to increase your collateral maintenance requirements at any time without notice; and (6) Morgan Stanley reserves the right to call securities-based loans at any time and for any reason. With the exception of a margin loan, the proceeds from securities based loan products may not be used to purchase, trade, or carry margin stock (or securities, with respect to Express CreditLine); repay margin debt that was used to purchase, trade or carry margin stock (or securities, with respect to Express CreditLine); and cannot be deposited into a Morgan Stanley Smith Barney LLC or other brokerage account. To be eligible for a securities based loan, a client must have a brokerage account at Morgan Stanley Smith Barney LLC that contains eligible securities, which shall serve as collateral for the securities based loan. The small business administration loans and loans against inventory referenced herein are provided by an unaffiliated party. Neither Morgan Stanley Smith Barney LLC nor its affiliates are the provider of small business administration loans and loans against inventory and will not have any input or responsibility concerning a client s eligibility for, or the terms and conditions associated with, these loan products. Morgan Stanley Smith Barney LLC or its affiliates may participate in transactions on a basis separate from this unaffiliated party. Morgan Stanley Smith Barney LLC or its affiliates may receive compensation from this unaffiliated party in connection with referrals made to the party. This material does not provide individually tailored investment advice. It has been prepared without regard to the individual financial circumstances and objectives of persons who receive it. The strategies and or investments discussed in this material may not be suitable for all investors. Morgan Stanley Smith Barney LLC recommends that investors independently evaluate particular investments and strategies, and encourages investors to seek the advice of a Financial Advisor.The appropriateness of a particular investment or strategy will depend on an investors individual circumstances and objectives Morgan Stanley Smith Barney LLC. Member SIPC /2015 CRC

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