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Morgan Stanley Smith Barney
Corporate Client Group
 
 
   
Collateral Loans Under certain circumstances, a shareholder may borrow against the value of control or restricted stock. The amount of credit extended to the investor is dependent upon a number of factors, including the stock's remaining holding period, the number of shares outstanding and the stock's daily trading volume.
Rule 10b5-1 Trading Plans

SEC Rule 10b5-1 allows directors, officers and other key employees with access to material non-public information (inside information) about their company and its securities to enter into a pre-established written trading plan to buy or sell these securities at anytime. The trading plan must specify an amount, a price and date for each transaction it covers. These trading plans provide an insider with an "affirmative defense" against any allegation that trades executed under the plan were based on inside information.

OTC Option Collars

Put and call options can be combined to hedge a stock position against a decline in price while helping to reduce out-of-pocket costs associated with purchasing options. An investor could purchase a put, giving the investor the right to sell the stock for a specified price. To finance the cost of the put premium, the investor could sell (or write) a call option which obligates the investor to sell the stock for a specified price. This strategy reduces the downside risk, but limits the stock's upside potential.

Pre-paid Forward Sales

In a Pre-paid Forward Sale transaction, the investor enters into an agreement to sell a certain number of shares in the future based upon a stock price at maturity. The investor will be guaranteed a minimum sale price for the shares, while participating in a portion of the appreciation potential. The level of down-side protection and upside exposure can be tailored to meet an investor's objectives.

Contingent Forward Sale

The Contingent Forward Sale was developed to allow shareholders with concentrated stock positions to sell stock over time at a premium to the investor's target price. In a Contingent Forward Sale, a shareholder enters into a contract to sell a pre-determined number of shares each trading day over a defined period of time. The shareholder will sell shares, each trading day, if the closing stock price is greater than the pre-determined stock price (referred to as the "Contingent Price"). If the closing price is equal to or less than the Contingent Price, no shares are sold. The sale price for the shares will be a pre-determined premium to the Contingent Price (referred to as the "Forward Sale Price"). On the maturity date of the contract, the client will deliver the shares to Citigroup and receive the sale proceeds. A taxable event on the underlying shares should be delayed until the maturity of the contract. Daily settlement may be available.

Exchange Funds

In an exchange fund, a select group of investors contribute stock, in roughly equal portions, to a fund. Investors give up the return on their individual stocks in exchange for the return on the diversified portfolio.

 


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Morgan Stanley Smith Barney LLC and its affiliates do not provide tax or legal advice. To the extent that this material or any attachment concerns tax matters, it is not intended to be used and cannot be used by a taxpayer for the purpose of avoiding penalties that may be imposed by law. Any such taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor.
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