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Global Investment Committee Outlook November 2012 This presentation was created by the Global Investment Committee and is provided to you courtesy of Please refer to important information, disclosures and qualifications at the end of this material. 2012 - 2013 Outlook European recession, but no global or US recession given ongoing central bank ease and US fiscal policy progress Earnings expectations to stabilize Slowing inflation in both developed and developing countries Global policy: challenged in developed economies, robust options in developing ones Modest US trade-weighted dollar strength; broad developed country currencies weak to developing country currencies, especially Asia Source: Morgan Stanley Smith Barney Global Investment Committee, Thomson Financial, DataStream. Data as of November 2012. Past performance is no guarantee of future results. This material is not a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. Please refer to important information, disclosures and qualifications at the end of this material. 2 Global Investment Committee Tactical Weights Global Asset Class Tactical Weight • Cash Underweight • Bonds Short Duration Underweight Underweight • • Developed Sovereign Underweight Investment Grade Overweight Inflation-linked Securities Underweight High Yield Underweight Emerging Markets Overweight Equities US Overweight Overweight Europe Market weight Japan Underweight Emerging Markets Overweight Alternative/Absolute Return Commodities Overweight Overweight Global REITS Underweight Managed Futures Overweight Private Equity Hedge Funds Real Estate { Market weight only; No tactical weights Past performance is no guarantee of future results. This material is not a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. Please refer to important information, disclosures and qualifications at the end of this material. 3 Global GDP and CPI Forecasts % Contribution to 2012 Grow th Morgan Stanley & Co. (Year-over-Year % Change) 2011F 2012F 2013F Global GDP 3.9 3.1 3.3 Developed Econom ies 1.4 1.2 0.9 U.S. 1.8 2.1 1.4 Euro Area 1.5 -0.5 U.K. Japan 0.9 -0.8 Developing Econom ies % Contribution to 2012 Grow th Citi Research (Year-over-Year % Change) 2011F 2012F 2013F Global GDP 3.8 3.1 3.2 21 Developed Econom ies 1.4 1.2 0.9 22 14 U.S. 1.8 2.1 1.8 15 0.0 -2 Euro Area 1.5 -0.4 -0.7 0 -0.1 2.0 1.0 0.6 0 4 U.K. Japan 0.9 -0.8 -0.3 2.0 0.7 0.9 0 4 6.5 4.9 5.4 79 Developing Econom ies 6.0 4.7 5.3 78 Brazil 2.7 1.6 2.8 2 Brazil 2.7 1.4 3.9 1 Russia 4.3 4.2 3.7 4 Russia 4.3 3.5 4.0 4 India China 7.5 9.3 5.0 7.5 6.0 7.9 11 38 India China 6.5 9.3 5.4 7.7 6.2 7.6 12 40 Global Consum er Prices 2012F 2012F Global Consum er Prices Global Inflation 4.4 3.4 3.2 Global Inflation 4.4 3.2 3.3 Developed Economies 2.6 2.0 1.9 Developed Economies 2.5 1.9 1.8 Developing Economies 6.2 4.8 4.8 Developing Economies 6.1 4.5 4.7 U.S. Core U.S. CPI 1.7 3.1 2.3 2.2 2.2 1.9 Core PCE Deflator PCE Deflator 1.4 2.4 1.8 1.8 1.6 1.9 Source: Morgan Stanley & Co. Research, Citi Research, Morgan Stanley Smith Barney. Note: Regional and global forecast are GDP weighted averages, using Purchasing Power Parity estimates. That gives greater weights to developing economies. Data as of October 2012. Past performance is no guarantee of future results. This material is not a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. Please refer to important information, disclosures and qualifications at the end of this material. 4 Dividend Yields By Region and Bond Yields Region by Region, Dividends Trump 10-Year Government Bond Yields 6% 5% 4.5% 4.3% 4.2% 4% 3.0% 3.1% 3.1% 2.9% 3% 2.4% 2% 1.6% 1.3% 1% 0% Pacific ex Japan Europe ex UK UK Emerging Markets Canada Global Japan US 10-Year US 10-Year Treasury German Bund Source: Citi Research, Worldscope, MSCI, FactSet as of November 2012. Past performance is no guarantee of future results. This material is not a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. Please refer to important information, disclosures and qualifications at the end of this material. 5 Global Short Rates Aggressive Easing Pushes Policy Interest Rates Toward Historic Lows Global Short Rates* 18 16 14 12 10 8 6 4 2 0 1982 1984 1986 1988 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 *Weighted Index of policy Interest rates, 65% developed market and 35% emerging market Sources: ISI Group as of November 2012. Past performance is no guarantee of future results. This material is not a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. Please refer to important information, disclosures and qualifications at the end of this material. 6 Deficit Share of GDP and P/E Multiples US Federal Surplus/Deficit as a Percentage of GDP (%) S&P 500 Forward Price/Earnings Ratio 35 4 2 30 0 25 Citi Forecast -2 20 -4 15 -6 10 -8 5 -10 S&P 500 Forward Price/Earnings Ratio 13.08 US Federal Surplus/Def icit as a Percentage of GDP -3.35 0 -12 '60 '62 '64 '66 '68 '70 '72 '74 '76 '78 '80 '82 '84 '86 '88 '90 '92 '94 '96 '98 '00 '02 '04 '06 '08 '10 '12 '14 '16 Source: Citi Research, Morgan Stanley Smith Barney Past performance is no guarantee of future results. This material is not a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. Please refer to important information, disclosures and qualifications at the end of this material. 7 Emerging Market Equities Are Leading Global Equities Emerging Market Equities Outperformed Most Developed Market Equities In the Decade Before March 2009 Trough and Since Percent (%) 25 23 20 20 17 14 15 9 10 5 2 0 0 -1 -5 -2 -3 USA United Kingdom Europe ex UK 3/99 - 3/09 Japan Emerging Markets 3/09 - Current Source: Morgan Stanley & Co. Research, Citi Research, Morgan Stanley Smith Barney, Thomson Financial, Standard & Poor’s. Data as of November 2012. Past performance is no guarantee of future results. This material is not a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. Please refer to important information, disclosures and qualifications at the end of this material. 8 Global Earnings Per Share Morgan Stanley & Co. S&P 500 Citi Research Consensus MSCI AC World S&P 500 Operating EPS ($) YOY Change (%) Operating EPS ($) YOY Change (%) Operating EPS ($) 2012E 100.00 2 103.00 5 102.38 6 25.45 4 88.55 4 2013E 99.00 -1 108.00 5 112.13 10 28.39 12 99.91 13 52 Week Forward 111.86 YOY Operating Change (%) EPS ($) MSCI EM YOY Operating Change (%) EPS ($) 28.11 YOY Change (%) 98.94 *Morgan Stanley’s current and forecast policy rate for China uses the 1-year lending rate. **Citi’s current and forecast policy rate for China uses the 1-year deposit rate. Source: Morgan Stanley & Co. Research, Citi Research, Bloomberg, Morgan Stanley Smith Barney. Data as of November 2012. Past performance is no guarantee of future results. This material is not a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. Please refer to important information, disclosures and qualifications at the end of this material. 9 Interest Rate Forecasts Morgan Stanley Citi Research Current Rate Policy Rates (%) US Eurozone Japan UK China 0.00 – 0.25 0.75 0.10 0.50 6.00* 4Q12F 0.15 0.50 0.05 0.50 6.00* 4Q13F 0.15 0.50 0.05 0.50 6.00* 10-Year Government Bond Yields (%) US Eurozone Japan UK 1.61 1.34 0.73 1.72 Current Rate Policy Rates (%) US Eurozone Japan UK China 0.00 - 0.25 0.75 0.10 0.50 3.00** 4Q12F 4Q13F 0.25 0.50 0.10 0.50 3.00** 0.25 0.25 0.10 0.50 3.25** 1.65 1.50 0.95 1.80 2.55 1.50 1.30 1.75 10-Year Government Bond Yields (%) 2.05 2.00 1.00 1.50 1.85 1.75 1.20 2.10 US Eurozone Japan UK 1.61 1.34 0.73 1.72 *Morgan Stanley’s current and forecast policy rate for China uses the 1-year lending rate. **Citi’s current and forecast policy rate for China uses the 1-year deposit rate. Source: Morgan Stanley & Co. Research, Citi Research, Bloomberg, Morgan Stanley Smith Barney. Data as of November 2012. Estimates of future performance are based on assumptions that may not be realized. This material is not a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. Past performance is no guarantee of future results. This material is not a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. Please refer to important information, disclosures and qualifications at the end of this material. 10 Stocks vs. Bonds and Cash Valuation Standard Deviations From Average 4 3 3 Equities Relatively Expensive Cash Rate/Dividend Yield Bond Yield/Dividend Yield 2 2 1 1 0 0 -1 -1 Equities Relatively Cheap -2 -3 '70 -2 -3 '72 '74 '76 '78 '80 '82 '84 '86 '88 '90 '92 '94 '96 '98 '00 '02 '04 '06 '08 '10 '12 Note: Standard deviation is a statistical measurement that sheds light on historical volatility. Source: Citi Research, Morgan Stanley & Co. Research, Morgan Stanley Smith Barney, Thomson Financial. Data as of October 2012. Past performance is no guarantee of future results. This material is not a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. Please refer to important information, disclosures and qualifications at the end of this material. 11 US Secular Stock Bear and Bull Markets and Inflation Since 1946 S &P 500 (log scale) Core CPI (%) 2,000 10% Bull 1 946 - 196 8 Av erage Annual Total Return Nominal = 1 3% Re al = 10% 1,000 Be ar 19 69 - 1982 Av erage Annual Total Return Nominal = 5 % Re al = (2 )% 300 200 8% Core CPI S&P 500 Price 20 Aug.1982 70 60 50 40 6% 5% 4% Mar. 2009 Mar 2000 100 30 7% Be ar 3/200 0 -3/2009 Av erage Annual Total Return Nominal = (5)% Re al = (7 )% Bull Dec. 1968 700 600 500 400 9% Bull 1 982 - 200 0 Av erage Annual Total Return Nominal = 1 8% Re al = 15% 3% 2% 1% 0% '46 '48 '50 '52 '54 '56 '58 '60 '62 '64 '66 '68 '70 '72 '74 '76 '78 '80 '82 '84 '86 '88 '90 '92 '94 '96 '98 '00 '02 '04 '06 '08 '10 '12 Note: Core Inflation is a 5-year moving average; headline inflation prior to 1963. Past performance is not a guarantee of future results. For illustrative purposes only and does not reflect any specific product. The Standard & Poor’s 500 Index (S&P 500) is an unmanaged group of large company stocks. Index returns assume reinvestment of dividends and do not reflect any fees or expenses. Cyclical Bull cycle represents March 2009 through present. Source: Morgan Stanley Smith Barney, Bloomberg, Ibbotson Associates and FactSet. Data as of October 2012. The following disclosure pertains to Ibbotson Associates’ data on slides 12 and 13: (c) 2012 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. Source: Calculated by Morgan Stanley Smith Barney LLC using data provided by Morningstar. (c) 2012 Morningstar, Inc. All rights reserved. Used with permission. This information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. This material is not a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. Please refer to important information, disclosures and qualifications at the end of this material. 12 US Secular Bond Bear and Bull Markets and Inflation Since 1946 A Secular Bull Market in Bonds Is Coming to an End LT Bond Yield (%) Core CPI (%) 16 Bear 1946 - 1981 Average Annual Total Return Nom inal = 2% Real = (3)% 14 12 Bull 1981 - Present Average Annual Total Return Nom inal = 11% Real = 9% Long Bond Yield Core CPI 10 8 6 Sept 1981 4 2 0 '46 '48 '50 '52 '54 '56 '58 '60 '62 '64 '66 '68 '70 '72 '74 '76 '78 '80 '82 '84 '86 '88 '90 '92 '94 '96 '98 '00 '02 '04 '06 '08 '10 '12 Source: Bloomberg, Ibbotson and Factset. Note: Core CPI 5 YEAR ma; headline CPI prior to 1963. Note: Core Inflation is a 5-year moving average; headline inflation prior to 1963. Source: Morgan Stanley Smith Barney, Ibbotson Associates and FactSet. Data as of October 2012. Past performance is no guarantee of future results. This material is not a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. Please refer to important information, disclosures and qualifications at the end of this material. 13 Global Investment Committee Equity Strategy Equities expected to outperform Overweight Emerging Markets and U.S. Market weight Europe Underweight Japan Within U.S., overweight Large Caps and growth and underweight Small and Mid Caps and value This material is not a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. Past performance is no guarantee of future results. This material is not a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. Please refer to important information, disclosures and qualifications at the end of this material. 14 Global Investment Committee Fixed Income Strategy Bonds expected to underperform stocks Overweight Global IG Corporates (Munis for U.S. clients) and Emerging Market Debt Underweight Short Duration, Developed Country Sovereign Debt, High Yield and Inflation-Linked Securities This material is not a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. Past performance is no guarantee of future results. This material is not a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. Please refer to important information, disclosures and qualifications at the end of this material. 15 Global Investment Committee Alternative/Absolute Return Strategy Overweight Managed Futures and Commodities Underweight global REITs This material is not a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. Past performance is no guarantee of future results. This material is not a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. Please refer to important information, disclosures and qualifications at the end of this material. 16 Glossary of Indices CPI In economics, a Consumer Price Index (CPI, also retail price index) is a statistical measure of a weighted average of prices of a specified set of goods and services purchased by wage earners in urban areas. It is a price index that tracks the prices of a specified set of consumer goods and services, providing a measure of inflation. The CPI is a fixed quantity price index and a sort of cost-of-living index. The CPI can be used to track changes in prices of all goods and services purchased for consumption by urban households. User fees (such as water and sewer service) and sales and excise taxes paid by the consumer are also included. Income taxes and investment items (like stocks, bonds, life insurance, and homes) are not included. Core CPI excludes volatile food and energy prices. MSCI EAFE The MSCI EAFE Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the US & Canada. MSCI World Index The MSCI World Index is a free float-adjusted market capitalization index that is designed to measure global developed market equity performance. As of May 2005 the MSCI World Index consisted of the following 23 developed market country indices: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States. An investment cannot be made directly in a market index. S&P 500 Widely regarded as the best single gauge of the U.S. equities market, this world-renowned index includes a representative sample of 500 leading companies in leading industries of the U.S. economy. Although the S&P 500 focuses on the large-cap segment of the market, with over 80% coverage of U.S. equities, it is also an ideal proxy for the total market. Past performance is no guarantee of future results. This material is not a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. Please refer to important information, disclosures and qualifications at the end of this material. 17 Important Disclosures This material has been prepared for informational purposes only and is not an offer to buy or sell or a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. This is not a research report and was not prepared by the Research Departments of Morgan Stanley & Co. LLC or Citigroup Global Markets Inc. The views and opinions contained in this material are those of the author(s) and may differ materially from the views and opinions of others at Morgan Stanley Smith Barney LLC or any of its affiliate companies. Past performance is not necessarily a guide to future performance. The author(s) (if any authors are noted) principally responsible for the preparation of this material receive compensation based upon various factors, including quality and accuracy of their work, firm revenues (including trading and capital markets revenues), client feedback and competitive factors. Morgan Stanley Smith Barney is involved in many businesses that may relate to companies, securities or instruments mentioned in this material. This material has been prepared for informational purposes only and is not an offer to buy or sell or a solicitation of any offer to buy or sell any security/instrument, or to participate in any trading strategy. Any such offer would be made only after a prospective investor had completed its own independent investigation of the securities, instruments or transactions, and received all information it required to make its own investment decision, including, where applicable, a review of any offering circular or memorandum describing such security or instrument. That information would contain material information not contained herein and to which prospective participants are referred. This material is based on public information as of the specified date, and may be stale thereafter. We have no obligation to tell you when information herein may change. We make no representation or warranty with respect to the accuracy or completeness of this material. Morgan Stanley Smith Barney has no obligation to provide updated information on the securities/instruments mentioned herein. The securities/instruments discussed in this material may not be suitable for all investors. The appropriateness of a particular investment or strategy will depend on an investor’s individual circumstances and objectives. Morgan Stanley Smith Barney recommends that investors independently evaluate specific investments and strategies, and encourages investors to seek the advice of a financial advisor. The value of and income from investments may vary because of changes in interest rates, foreign exchange rates, default rates, prepayment rates, securities/instruments prices, market indexes, operational or financial conditions of companies and other issuers or other factors. Estimates of future performance are based on assumptions that may not be realized. Actual events may differ from those assumed and changes to any assumptions may have a material impact on any projections or estimates. Other events not taken into account may occur and may significantly affect the projections or estimates. Certain assumptions may have been made for modeling purposes only to simplify the presentation and/or calculation of any projections or estimates, and Morgan Stanley Smith Barney does not represent that any such assumptions will reflect actual future events. Accordingly, there can be no assurance that estimated returns or projections will be realized or that actual returns or performance results will not materially differ from those estimated herein. This material should not be viewed as advice or recommendations with respect to asset allocation or any particular investment. This information is not intended to, and should not, form a primary basis for any investment decisions that you may make. Morgan Stanley Smith Barney is not acting as a fiduciary under either the Employee Retirement Income Security Act of 1974, as amended or under section 4975 of the Internal Revenue Code of 1986 as amended in providing this material. Morgan Stanley Smith Barney and its affiliates do not render advice on tax and tax accounting matters to clients. This material was not intended or written to be used, and it cannot be used or relied upon by any recipient, for any purpose, including the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each client should consult his/her personal tax and/or legal advisor to learn about any potential tax or other implications that may result from acting on a particular recommendation. International investing entails greater risk, as well as greater potential rewards compared to U.S. investing. These risks include political and economic uncertainties of foreign countries as well as the risk of currency fluctuations. These risks are magnified in countries with emerging markets, since these countries may have relatively unstable governments and less established markets and economies. Alternative investments which may be referenced in this report, including private equity funds, real estate funds, hedge funds, managed futures funds, funds of hedge funds, private equity, and managed futures funds, are speculative and entail significant risks that can include losses due to leveraging or other speculative investment practices, lack of liquidity, volatility of returns, restrictions on transferring interests in a fund, potential lack of diversification, absence and/or delay of information regarding valuations and pricing, complex tax structures and delays in tax reporting, less regulation and higher fees than mutual funds and risks associated with the operations, personnel and processes of the advisor. Investing in commodities entails significant risks. Commodity prices may be affected by a variety of factors at any time, including but not limited to, (i) changes in supply and demand relationships, (ii) governmental programs and policies, (iii) national and international political and economic events, war and terrorist events, (iv) changes in interest and exchange rates, (v) trading activities in commodities and related contracts, (vi) pestilence, technological change and weather, and (vii) the price volatility of a commodity. In addition, the commodities markets are subject to temporary distortions or other disruptions due to various factors, including lack of liquidity, participation of speculators and government intervention. Past performance is no guarantee of future results. This material is not a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. Please refer to important information, disclosures and qualifications at the end of this material. 18 Important Disclosures Bonds are subject to interest rate risk. When interest rates rise, bond prices fall; generally the longer a bond's maturity, the more sensitive it is to this risk. Bonds may also be subject to call risk, which is the risk that the issuer will redeem the debt at its option, fully or partially, before the scheduled maturity date. The market value of debt instruments may fluctuate, and proceeds from sales prior to maturity may be more or less than the amount originally invested or the maturity value due to changes in market conditions or changes in the credit quality of the issuer. Bonds are subject to the credit risk of the issuer. This is the risk that the issuer might be unable to make interest and/or principal payments on a timely basis. Bonds are also subject to reinvestment risk, which is the risk that principal and/or interest payments from a given investment may be reinvested at a lower interest rate. Bonds rated below investment grade may have speculative characteristics and present significant risks beyond those of other securities, including greater credit risk and price volatility in the secondary market. Investors should be careful to consider these risks alongside their individual circumstances, objectives and risk tolerance before investing in high-yield bonds. High yield bonds should comprise only a limited portion of a balanced portfolio. Interest on municipal bonds is generally exempt from federal income tax; however, some bonds may be subject to the alternative minimum tax (AMT). Typically, state tax-exemption applies if securities are issued within one's state of residence and, if applicable, local tax-exemption applies if securities are issued within one's city of residence. Treasury Inflation Protection Securities’ (TIPS) coupon payments and underlying principal are automatically increased to compensate for inflation by tracking the consumer price index (CPI). While the real rate of return is guaranteed, TIPS tend to offer a low return. Because the return of TIPS is linked to inflation, TIPS may significantly underperform versus conventional U.S. Treasuries in times of low inflation. Equity securities may fluctuate in response to news on companies, industries, market conditions and general economic environment. Investing in smaller companies involves greater risks not associated with investing in more established companies, such as business risk, significant stock price fluctuations and illiquidity. Stocks of medium-sized companies entail special risks, such as limited product lines, markets, and financial resources, and greater market volatility than securities of larger, more-established companies. Asset allocation and diversification do not assure a profit or protect against loss in declining financial markets. The indices are unmanaged. An investor cannot invest directly in an index. They are shown for illustrative purposes only and do not represent the performance of any specific investment. REITs investing risks are similar to those associated with direct investments in real estate: property value fluctuations, lack of liquidity, limited diversification and sensitivity to economic factors such as interest rate changes and market recessions. Because of their narrow focus, sector investments tend to be more volatile than investments that diversify across many sectors and companies. Investing in foreign emerging markets entails greater risks than those normally associated with domestic markets, such as political, currency, economic and market risks. Growth investing does not guarantee a profit or eliminate risk. The stocks of these companies can have relatively high valuations. Because of these high valuations, an investment in a growth stock can be more risky than an investment in a company with more modest growth expectations. Value investing does not guarantee a profit or eliminate risk. Not all companies whose stocks are considered to be value stocks are able to turn their business around or successfully employ corrective strategies which would result in stock prices that do not rise as initially expected. Certain securities referred to in this material may not have been registered under the U.S. Securities Act of 1933, as amended, and, if not, may not be offered or sold absent an exemption therefrom. Recipients are required to comply with any legal or contractual restrictions on their purchase, holding, sale, exercise of rights or performance of obligations under any securities/instruments transaction. 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